Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Articles 1 - 9 of 9

Full-Text Articles in Law

Of Bodies Politic And Pecuniary: A Brief History Of Corporate Purpose, David B. Guenther Apr 2020

Of Bodies Politic And Pecuniary: A Brief History Of Corporate Purpose, David B. Guenther

Michigan Business & Entrepreneurial Law Review

American corporate law has long drawn a bright line between for-profit and non-profit corporations. In recent years, hybrid or social enterprises have increasingly put this bright-line distinction to the test. This Article asks what we can learn about the purpose of the American business corporation by examining its history and development in the United States in its formative period from roughly 1780-1860. This brief history of corporate purpose suggests that the duty to maximize profits in the for-profit corporation is a relatively recent development. Historically, the American business corporation grew out of an earlier form of corporation that was neither …


The Cambridge Handbook Of Social Enterprise Law, Lloyd Histoshi Mayer, Paul B. Miller Jan 2018

The Cambridge Handbook Of Social Enterprise Law, Lloyd Histoshi Mayer, Paul B. Miller

Books

Book Chapters

Lloyd Hitoshi Mayer, Creating a Tax Space for Social Enterprise, in The Cambridge Handbook of Social Enterprise Law 157 (Benjamin Means & Joseph W. Yockey eds., 2018)

While still relatively few in number compared to traditional nonprofit and for-profit organizations, the rise of social enterprises represents a possible disruption of not only existing models of doing business but also areas of law that in many respects have seen little fundamental change for decades. One such area is domestic tax law, where social enterprises currently find themselves subject to the rules of for-profit activities and entities. Here, both scholars …


When Social Enterprises Fail, Jonathan Brown Jan 2017

When Social Enterprises Fail, Jonathan Brown

Elisabeth Haub School of Law Faculty Publications

This Article identifies the conflicts between social enterprise legislation and bankruptcy law and presents a normative argument for a legal regime that would harmonize the two. Focusing on benefit corporations, the most widely adopted social enterprise form, this Article observes that existing law leaves uncertainty as to the role of directors at a time of financial distress and will produce outcomes that are at odds with the core goals of social enterprise legislation. Then, drawing on academic proposals for contract-based systems of bankruptcy, this Article argues that just as a firm may opt out of a corporate governance norm of …


Financing The Benefit Corporation, Dana Brakman Reiser, Steven Dean Jan 2017

Financing The Benefit Corporation, Dana Brakman Reiser, Steven Dean

Faculty Scholarship

The hybrid organizational forms designed with social enterprises in mind have proven to be hothouse flowers. Flourishing in state legislatures, even those with the most distinguished pedigrees-such as Delaware's public benefit corporation'-have so far failed to thrive in the marketplace. Fortunately, hybrid financial instruments offer a source of strength and stability that can help social enterprise to take root.

This Article examines the valuable role that financial instruments can play in providing social enterprises with the capital they need to grow. Debt with equity features and equity with debt characteristics constitute the lion's share of such financial tools. More exotic …


An Early Report On Benefits Reports, J. Haskell Murray Sep 2015

An Early Report On Benefits Reports, J. Haskell Murray

West Virginia Law Review

No abstract provided.


Se(C)(3): A Catalyst For Social Enterprise Crowdfunding, Dana Brakman Reiser, Steven Dean Jul 2015

Se(C)(3): A Catalyst For Social Enterprise Crowdfunding, Dana Brakman Reiser, Steven Dean

Faculty Scholarship

The emerging consensus among scholars rejects the notion of tax breaks for social enterprises, concluding that such prizes will attract strategic claimants, ultimately doing more harm than good The SE(c)(3) regime proposed by this Article offers entrepreneurs and investors committed to combining financial returns and social good with a means of broadcasting that shared resolve. Combining a measured tax benefit for mission-driven activities with a heightened burden on shareholder financial gains, the revenue-neutral SE(c)(3) regime would provide investors and funding platforms with a low-cost means of screening out "greenwashed" ventures.


Yours, Mine, And Ours: The Development, Management And Protection Of Intellectual Property In Third-Sector Enterprise, Elizabeth Spencer, Francina Cantatore Feb 2015

Yours, Mine, And Ours: The Development, Management And Protection Of Intellectual Property In Third-Sector Enterprise, Elizabeth Spencer, Francina Cantatore

Francina Cantatore

Effective intellectual property (IP) management is an important aspect of good governance. There has been little research on IP management in the third sector and the challenges faced by these enterprises in developing, managing and protecting IP. This article explores the landscape of IP in third-sector enterprise. It outlines the challenges in developing and managing IP. and the reasons why IP may be under-managed. From a theoretical perspective this article will contribute to the literature available in this field and provide a foundation for further research. Debate about IP taw is polarised, but it is hoped that "a balanced approach …


The Compliance Case For Social Enterprise, Joseph W. Yockey Dec 2014

The Compliance Case For Social Enterprise, Joseph W. Yockey

Michigan Business & Entrepreneurial Law Review

Social enterprises generate revenue to solve social, humanitarian, and ecological problems. Their products are not a means to the end of profits, but rather profits are a means to the end of their production. This dynamic presents many of the same corporate governance issues facing other forprofit firms, including legal compliance. The author contends, however, that traditional strategies for corporate compliance are incongruent to the social enterprise’s unique normative framework. Specifically, traditional compliance theory, with its prioritization of shareholder interests, stands at odds with the social enterprise’s mission-driven purpose. Attention to this distinction is essential for developing effective compliance and …


L3cs: An Innovative Choice For Urban Entrepreneurs And Urban Revitalization, Dana Thompson Jan 2012

L3cs: An Innovative Choice For Urban Entrepreneurs And Urban Revitalization, Dana Thompson

Articles

Social enterprises offer fresh ways of addressing seemingly intractable social problems, such as high levels of unemployment and poverty in economically distressed urban areas in the United States. Indeed, although social enterprises have deep and longstanding roots, the recent iteration of the social enterprise movement is gaining momentum in the United States and globally. Though there is not a singularly accepted legal definition of social enterprises, they are popularly known as businesses that use forprofit business practices, principles, and discipline to accomplish socially beneficial goals. Social entrepreneurs, those who operate social enterprises, eschew a traditional notion of charity, which primarily …