Cover of Becoming a Public Benefit Corporation by Michael B. Dorff
Becoming a Public Benefit Corporation
Express Your Values, Energize Stakeholders, Make the World a Better Place
Michael B. Dorff


November 2023
272 pages.

Hardcover ISBN: 9781503632806
Ebook ISBN: 9781503637849

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Excerpts and More

There are now over 10,000 benefit corporations and public benefit corporations in the United States, including at least fifteen public companies. This is the authoritative guide for leaders, advisors, and board members.

Entrepreneurs and leaders often have an inspiring vision for how their business can not only make money for shareholders, but also benefit society. In recent years a new legal structure has emerged, the "Benefit Corporation" or "Public Benefit Corporation," which helps organizations make this ethical vision a legally authorized and protected reality. Companies like Patagonia, Kickstarter, Warby Parker, Danone North America, Allbirds, and King Arthur Baking have become benefit corporations to help advance both their business and their broader mission. Rather than narrowly maximizing profits, they consider their businesses' impacts on employees, customers, suppliers, the environment and others. The goal of benefit corporations like these is to foster a new, more humane, and sustainable capitalism by pursuing both profits and mission. Benefit corporation status helps protect the company mission even when leadership changes—and in the face of pressure from investors, shareholders, bankers and lenders.

Becoming a Public Benefit Corporation explains this exciting new type of corporation, when it makes sense, and how becoming a benefit corporation can help leaders and organizations balance the tradeoffs between profits and mission. Law professor and corporate governance expert Michael B. Dorff also covers the weaknesses of benefit corporations, arguing that the enforcement mechanisms around benefit corporations are currently too weak to prevent "purpose washing." With examples from top companies, the book shows mission-driven leaders, board members, and advisors how to use the benefit corporation structure to make the world a better place.

About the author

Michael B. Dorff is the Michael & Jessica Downer Endowed Chair, Professor of Law, and Director of the Technology Law and Entrepreneurship Concentration at Southwestern Law School in Los Angeles.

"Michael Dorff's fascinating new book is essential reading for anyone interested in learning about this newer type of corporate entity that was created to help organizations balance purpose with profit."

—Michael J. Downer, Senior Lawyer and Executive (ret.) Capital Group American Funds

"Why do corporations exist? Becoming a Public Benefit Corporation mines the tensions that underpin democracy and capitalism—through the story of the public benefit corporation, a (decades-old) innovation in corporate governance designed to support business entrepreneurs keen to balance purpose vs. profits. The book is timely, both for those who aspire to create great companies equipped to perform across multiple dimensions of value creation, and for those who hope to hold business to account."

—Judy Samuelson, Founder and Executive Director, Aspen Institute Business and Society Program

"Becoming a Public Benefit Corporation does an excellent job explaining the rise of new corporate forms—the public benefit corporation and the benefit corporation—in the context of both the rise of shareholder primacy and society's need to have corporations better meet the needs of stakeholders in addition to shareholders."

—Susan Mac Cormac, Partner, Morrison Foerster

"Becoming a Public Benefit Corporation is the definitive guide for entrepreneurs and investors who care about imbuing their companies with social purpose or who want to understand this ground-breaking change in modern business."

—Steven Solomon, Alexander F. and May T. Morrison Professor of Law, UC Berkeley School of Law