Corporate Form and Social Entrepreneurship: A Status Report from California (and Beyond)

Association for Corporate Counsel 2012 Annual Meeting, Orlando FL

UC Berkeley Public Law Research Paper No. 2144567

12 Pages Posted: 11 Sep 2012 Last revised: 5 Nov 2012

Eric L. Talley

Columbia University - School of Law

Date Written: September 10, 2012

Abstract

In January 2012, amendments to California’s corporate code permitted a new type of corporate form designed around for-profit entities also wishing to commit to serving a broader “social purpose” (or purposes). Although not the first state to embrace such reforms, California’s experiment is unique, in that it allowed companies to opt for one of two different social benefit entity forms: the “Benefit Corporation” (BC) and the “Flexible Purpose Corporation” (FPC). This essay summarizes the reforms and presents basic descriptive data about the rate at which business organizations have embraced them. Thus far, both forms have had relatively modest take-up rates; those social enterprises that have opted for one of the two forms have generally favored the BC over the FPC, though its market share narrowed consistently during 2012. Although it is premature to conclude whether social enterprise statutes will prove successful, I argue that now is an ideal time to put the infrastructure into place for collecting, organizing and analyzing data in this arena as it becomes available.

Keywords: social entrepreneurship, corporate form, corporate social responsibility, shareholder primacy

JEL Classification: K12, K22

Suggested Citation

Talley, Eric L., Corporate Form and Social Entrepreneurship: A Status Report from California (and Beyond) (September 10, 2012). Association for Corporate Counsel 2012 Annual Meeting, Orlando FL; UC Berkeley Public Law Research Paper No. 2144567. Available at SSRN: https://ssrn.com/abstract=2144567 or http://dx.doi.org/10.2139/ssrn.2144567

Eric L. Talley (Contact Author)

Columbia University - School of Law ( email )

435 West 116th Street
New York, NY 10025
United States

HOME PAGE: http://www.erictalley.com

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