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Patagonia Becomes a Benefit Corporation

Patagonia was among a dozen companies to take the opportunity to become a "benefit corporation" on the first day such a designation went into effect in California. The concept is a relatively new one, but it's a way for responsible companies to fight back against the excesses of capitalism:

It was the first business day they could register under a recently approved state law that gives companies a way to legally structure their businesses to consider social and environmental efforts as part of their missions.

While that may sound like marketing hype, it's important from a legal standpoint because it helps shield benefit corporations from lawsuits brought by shareholders who say that company do-gooding has diluted the value of their stock.

California becomes the seventh state to adopt this relatively new corporate structure. Until now, California corporate law mandated that shareholders' interests trump those of all other parties. Entrepreneurs who wanted to incorporate green initiatives or social causes into their businesses were often forced to become nonprofits, limiting their ability to raise venture capital.

Benefit corporations offer for-profit companies a way to do well and do right, said Assemblyman Jared Huffman (D-San Rafael), the author of AB361, the legislation that created the new type of business.

"There is a way to create jobs and grow the economy while raising the bar for social and environmental responsibility," Huffman said at a news conference outside of the secretary of state's office. "With this new law, we are attracting new socially conscious companies, investors and consumers."

California's new category allows corporations to officially adopt policies "that create a material positive impact on society and the environment" as an integral part their legal charter. The Huffman legislation also expands the fiduciary duty of executives and board members to include the interests of workers and the community.

Approval from two-thirds of a company's outstanding shareholders is needed to become a benefit corporation. A similar vote is needed to return to the traditional type of corporation.

Vermont and Maryland approved similar laws in 2010, followed by New York, New Jersey, Virginia and Hawaii in 2011. Nationwide, as many as 100 companies have become benefit corporations, most of them privately held, supporters of the Huffman bill said.

The movement for benefit corporations is growing and this seems like it could be an important step in changing the way our economy works, if a sufficient number of companies were to move in this direction:

We need a new business model inspired by the old one. Corporations should again come to bolster democratic purposes, not thwart them. To be sure, there will be no return to the legislative short leash, especially now that the Supreme Court has invited corporations to spend treasury funds electing pliant and obsequious lawmakers. But socially minded businesses should at least have the right to operate outside the straitjacket legal requirements of Delaware Code profit maximization.

...

But why would public-spirited corporations embrace these exacting duties when they can simply roam free and do a little bit of altruistic good on the side? For one thing, Benefit Corporations can’t be held liable by courts for failing to place profits over everything else. This is an important shift in law. The fear of shareholder litigation has driven many public-spirited businesses, most famously Ben & Jerry’s, to take the high bid rather than the high road in a corporate takeover fight. Becoming a Benefit Corporation declares legal independence from the profits-über-alles model. More important, having Benefit Corporation status sends a powerful message to shareholders, employees, business partners and consumers about what kind of company you’re running. The signal generates instant branding, internal cohesion, consumer enthusiasm and links to a vibrant national B Corp network that brings in more than $4.5 billion in revenues. (Some B Corps are even worker-owned, like Vermont’s famous King Arthur Flour, which has almost 200 employees and may become the poster child for companies doing well in commerce, doing good in society and doing justice in the workplace.) The key to success here is a growing consumer demand for responsible commerce.

In a political sense, the surging popularity of B Corps will change the way people think about business. We can have a market economy without having a market society, and we can have prosperous corporations that act with conscience. Our besieged labor unions and nonprofits should bolster these businesses—green, local, progressive, entrepreneurial, community-focused—as an alternative to an economy controlled by massive state-subsidized corporations that are too big to fail and whose executives are too rich to jail.

North Carolina has a similar entity called a L3C.

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15 Comments
metman's picture

Wow. I guess if corps are people now, it's better if they at least have the option to have morals.

dixie blood's picture

I would like to see a list of these companies so that, if possible, I can do business with them first.


Reader, suppose you were an idiot. And suppose you were a member of Congress. But I repeat myself.

MJPollard's picture

Isn't that where the original Dread Pirate Roberts retired to and is now living like a king?


"Whatever your particular problem is, I promise you, the Republicans are not the least bit interested in solving it. They are interested in two things, and two things only: making you afraid of it, and telling you who's to blame for it."

Floriduh Dave's picture

in theory,and one that is needed in this time of ultimate greed. I just hope it's not some fancy way to scam investors.Like 'natural' or 'organic' foods.
'

jonnyj's picture
Wow

I wasn't aware that the maximum profit thing was codified into law. I always thought it was just a 1% credo.

Different Anonymous's picture
.

Hadn't heard about this, and I live here. Thanks for posting it.

Great idea although it should be made mandatory for all corporations. The old "anything-for-money" corporate model is killing us all.

Now, if we could just get liability applied to directors and officers, we'd be getting somewhere.

Captain Kangaroo's picture

he old "anything-for-money" corporate model is killing us all.

Capitalism. Use the word often.

Floriduh Dave's picture

Capitalism.The real parasite.

Captain Kangaroo's picture

This sounds really good. I hope it is as good as it sounds. I wonder if The United States could be run as a benefit corporation.... NO, I want the United States to be run as a country.

surfjac's picture

...in the future. They walk it like they talk it.
Yvon Chouinard surfs.


Mickey: "It was an epiphany. Do you know what an epipany is?"
Keoni: "NOT NOW MICKEY!"

surfjac's picture

...."Recognizing that the financial success of the company provided the opportunity to also achieve personal goals, Chouinard committed the company to being an outstanding place to work, and to be an important resource for environmental activism. In 1984, Patagonia opened an on-site cafeteria offering "healthy, mostly vegetarian food," and started providing on-site child care.[9] In 1986, Chouinard committed the company to "tithing" for environmental activism, committing one percent of sales or ten percent of profits, whichever is the greater. The commitment included paying employees working on local environmental projects so they could commit their efforts full-time."
yvon chouinard is visionary.


Mickey: "It was an epiphany. Do you know what an epipany is?"
Keoni: "NOT NOW MICKEY!"

is pushing model legislation around the country? Horror of all horrors.


TFR

ecsiassurance's picture

As a skeptical auditor I wonder how this is going to improve transparency and stakeholder confidence in assertions of superior sustainability performance. Quoting from California AB 361l:

" The bill would require the benefit corporation to prepare an annual benefit report to include, among other things, a statement indicating whether, in the board's opinion, the benefit corporation failed to pursue its general public benefit and any specific public benefit, a description of the ways in which the benefit corporation pursued those benefits, the extent to which those benefits were created, and the process and rationale for selecting the 3rd-party standard used to prepare the benefit reports, and would require the benefit corporation to file with the Secretary of State a copy of the benefit report together with a filing fee in a specified amount to cover the reasonable regulatory costs associated with maintaining those filings."

Also stated in the Bill:

" (2) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third party."

I wonder if the organizations Board of Directors can be considered impartial and competent to make the determination of conformity to the third party standard and especially the sustainability performance of the organizations. Is this not more of the same sort of self congratulation and affirmation we see all the time. The difference here is codification gives it underserved legitimacy.

ixnay's picture

Love my Patagucci gear. It's expensive, but you really get what you pay for. I once got a tear in a jacket, and they replaced it no questions asked even though I had own it for over a year.


CTHULHU 2012 "Why vote for a lesser evil?"

harmfulguy's picture

But are they still people?