Putting New Sheets on a Procrustean Bed: How Benefit Corporations Address Fiduciary Duties, the Dangers Created and Suggestions for Change
American Univ. Journal of Law & Business, Forthcoming
31 Pages Posted: 10 Jul 2012 Last revised: 11 Jul 2012
Date Written: July 9, 2012
This Article considers the present structure of benefit corporations, as enacted by several states, and finds it wanting on several levels -- the concept of "general public benefit" is too limited and prevents shareholders from choosing the ends to be promoted by their corporation; there is a negative inference concerning the appropriate ends of corporations that are not benefit corporations; there are insufficient constraints on directors' fiduciary duties; and there are significant enforcement issues. The paper concludes by suggesting alternative structures to mitigate these problems.
Suggested Citation: Suggested Citation