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Benefit Corporation Law and Governance

Author Frederick Alexander
Release Date: 2017/10/01
ISBN: 9781523083602
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Book Description

Corporations with a Conscience

Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders.

This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.

Table of Contents

  1. Cover
  2. Title Page
  3. Copyright Page
  4. Dedication
  5. Contents
  6. Foreword
  7. Preface
  8. Introduction: A Corporate Lawyer’s Journey
  9. Part I: Shareholder Primacy and Its Discontents
    1. Chapter One: Corporations and Investors
    2. Chapter Two: Fiduciary Duties for Conventional Corporations
    3. Chapter Three: Standards of Review
    4. Chapter Four: The Responsible Investing Movement
  10. Part II: Governing for Stakeholders
    1. Chapter Five: The Model Benefit Corporation Legislation
    2. Chapter Six: The Delaware Public Benefit Corporation Statute
    3. Chapter Seven: Operating Benefit Corporations in the Normal Course
    4. Chapter Eight: Operating Benefit Corporations in Extraordinary Situations
  11. Part III: Other Paths
    1. Chapter Nine: Constituency Statutes
    2. Chapter Ten: Could a Conventional Corporation Adopt Stakeholder Values?
    3. Chapter Eleven: Limited Liability Companies and Social Purpose Corporations
  12. Epilogue
  13. Appendix A: Model Benefit Corporation Legislation (with Explanatory Comments)
  14. Appendix B: Delaware General Corporation Law Subchapter XV
  15. Appendix C: Quick Guide to Becoming a Delaware PBC
  16. Appendix D: Public Benefit Corporation Charter Provisions
  17. Appendix E: Quick Guide to Appraisal for Public Benefit Corporations
  18. Appendix F: Rubric for Board Decision Making of a Delaware Public Benefit Corporation
  19. Appendix G: Stakeholder Governance Provisions for a Delaware LLC
  20. Notes
  21. Further Reading
  22. Index
  23. About the Author
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