B Corporation, Benefit Corporation, and Neoliberal Greenwash: The Private American Branding Attempt to Globally Capture the Definition and Regulation of 'Good' Business

Abstract

In the 2008 article, 'Implicit' and 'Explicit' CSR: A Conceptual Framework for a Comparative Understanding of Corporate Social Responsibility, Dirk Matten and Jeremy Moon observed a curious phenomenon. While many US corporations were publicly proclaiming their allegiance to corporate social responsibility (CSR), this was not so common elsewhere. Did that mean non US corporations were neglecting their social responsibilities? Actually, no. The answer, they found, rested with the different legal frameworks across national business systems. A lack of strong infrastructure meant US corporations felt compelled to engage in deliberate and voluntary expressions of 'explicit' CSR, which was not the case in countries that recognized the role of corporations within wider formal and informal institutions. Responsible business practices were 'implicit' in these non-US corporations' day to day business activities. Explicit CSR, therefore, was a response to US state deregulation, corporate discretion, and values of individualism and liberalism. For example, basic health care benefits in many American CSR policies would be inconceivable in countries.

Keywords: Social enterprise, Social enterprise law, B Corporation, Benefit corporation, Greenwashing, Corporate purpose, corporate social responsibility, social business, corporate accountability, shareholder primacy, stakeholder interests, Canada, Oppression remedy, Business judgement rule, Corporate Law, Sustainability