Professor Haskell Murray is presenting on
Delaware's new Public Benefit Corporation Act on October 5th at the
Southeastern Law Scholars Conference.  Delaware is the 19^th state to
pass such legislation and given the influence that the state has on others in the area of
corporate law, it may prompt the many states that are considering it to pass their
own pending legislation.  Many question
the need for benefit corporations in general given the constituency statutes that are already in
place in many states and the debate about the shareholder wealth maximization norm. Others worry about unintended consequences (see
here for example).  

Haskell has
probably written more extensively on these entities than almost anyone else (see here).
Although his latest article is not yet on SSRN, the abstract is below.  I look forward to reading his article and to
seeing how many Delaware corporations jump on the benefit corporation
bandwagon.

“Systems should exist to serve
society.  Right now our capitalist system is not serving society; it’s
serving shareholders.  And we can’t run around expecting different
outcomes until we change the rules of the game.”   -Jay Coen Gilbert
(Co-founder, B-Lab)

“Delaware, the leading incorporation state, engages in
significant, and continual, legal innovation. . . . Delaware is not the only
state to be continually revising its corporation code: other states invariably
follow suit, revising their codes to follow Delaware’s innovations.” 
-Roberta Romano (Professor, Yale Law School)

B Lab co-founder Jay Coen Gilbert provided the introductory quote
in his 2010 TEDx Talk in Philadelphia on certified B corporations.  
Since 2010, B Lab has been quite active.  Not only has the non-profit
organization privately certified over 800 companies, but B Lab has also taken
the lead in successfully convincing 19 states and Washington, D.C. to pass
benefit corporation statutes:  in their words, “changing the rules of the
game.”   After eighteen months of lobbying and negotiation, B Lab
even convinced Delaware, the recognized pacesetter in U.S. corporate law, to
amend its corporate statute.   Delaware, however, cut its own path in
regard to the benefit corporation form.  Delaware is quite sensitive to
issues involving corporate law and often acts quickly to protect its strong
market position.   While most of the other states appear to have
worked from the Model Benefit Corporation Legislation (the “Model”) and stayed
relatively close it, Delaware seems to have merely consulted the Model and
created a largely new social enterprise form that Delaware calls a public
benefit corporation (“PBC”).   This article builds on the author’s
previous work on benefit corporations, compares the Model and the PBC
amendments, and offers suggestions for improving the law.

This article proceeds in five primary parts.  Part I of this
article provides a brief overview of benefit corporations, the PBC amendments,
and the legal side of the social enterprise movement more generally.  Part
II claims that the PBC amendments allow more private ordering than does the
Model, and argues that most of the PBC provisions providing additional
flexibility are positive developments.  Part III posits that the PBC
provides superior guidance to directors, but also makes suggestions for
providing additional clarity.  Part IV dissects the branding aspect of
both the Model and the PBC, decides that the Model provides for slightly better
branding, but opines that the social enterprise branding efforts are best left
to the private market.  Part V briefly examines remaining governance and
ethical challenges facing those associated with PBCs and sets the stage for
future research.  The article concludes with a summary of the article’s
main points and projections related to the future of social enterprise
legislation in wake of Delaware’s innovations.”