CORPORATE SOCIAL RESPONSIBILITY AND THE MODERN ENTERPRISE

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1 CORPORATE SOCIAL RESPONSIBILITY AND THE MODERN ENTERPRISE Benefit Corporations: Reflections on Legislative Responses Professor Mark J. Loewenstein University of Colorado Law School

2 The Colorado Experience ( ) CBA drafting committee ( Committee ) first approached by B Lab in Committee produced modified Model Act draft in 2010 that was rejected by B Lab and its supporters. B Lab supporters introduced a bill in 2011 legislative session. Committee members testified against the bill and suggested amendments that were incorporated by its sponsors. New draft did not obtain B Lab s support and was withdrawn by its sponsors. The original 2011 bill was reintroduced in 2012 legislative session. Bill approved in the Senate, but not voted upon in the House B Lab bill considered in 2012 Special Session, passed Senate, but not considered by House. Committee bill also introduced, but not voted upon.

3 The Colorado Experience (2013) In the 2013 session, the Committee introduced a new bill intended to accommodate B Lab s concerns. Bill passed the House. B Lab lobbied against the Bill in the Senate. A B Lab Senate supporter indicated that he might introduce a competing bill, the 2012 bill opposed by the Committee. In March, 2013 the Committee learned of B Lab s support for a benefit corporation bill in Delaware and proposed that a new bill, based on the Delaware draft, be adopted in Colorado. B Lab, its supporters and the Committee agreed to some changes in the Delaware draft. It was adopted by the General Assembly and signed by the Governor.

4 The Colorado Public Benefit Corporation Act Opt in with 2/3rds vote and dissenters rights. Identify one or more public benefits in the articles. No requirement that benefit corporation have a general public benefit purpose as is required in Model Act. Public benefit means one or more positive effects or reduction of negative effects on one or more categories of persons, entities, communities, or interests other than shareholders in their capacities as shareholders, including effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological nature.

5 Colorado Public Benefit Corporation Act Directors must balance the interests of shareholders, those affected by corporation s conduct, and the identified public benefit Corporation must prepare annual report describing: Ways public benefit was promoted Hindrances Process for selecting third-party standard used to prepare report Assessment of performance against third-party standard Derivative actions limited: For closely held: 2% holders For listed companies: 2% or at least $2,000,000 in market value

6 Benefit Corporations and Corporate Governance Under the Model Act The Benefit Director Must be independent, i.e., no material relationship. Consider awkwardness in closely held companies. Must opine annually: did corporation act in accordance with its benefit purpose[s] in all material respects during the period covered by the report? Review of all decisions to act and not to act. Consider difficulty of rendering such an opinion w/r/t whether the corporation pursued a material positive impact on society and the environment, taken as a whole.

7 Benefit Corporations and Corporate Governance Under the Model Act Impact on Constituencies: Must consider the effects of any action or instance of inaction. What does it mean to consider? Applies to each director individually. Are written consents possible? How applied to inaction? Affect on director accountability.

8 Benefit Corporations and Corporate Governance Under the Model Act The conundrum of balancing general public benefit with specific public benefit. Example: Specific public benefit: promote employment in distressed area. Decision under consideration: shift to supplier in distressed area. Possible conflicts: Shareholders vs. specific public benefit Effect on current supplier and other constituents Effect on public benefit Decision-making defaults.

9 Conclusion Model Act is directive: corporation must pursue public benefit, must have a benefit director, must issue a prescribed annual report, etc. Colorado struggled against prescription. Delaware model presents greater freedom to shape benefit corporation. Colorado/Delaware acts may represent middle ground.

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