Corporate form has the power to effect significant and desperately needed change. The magnitude of the crises impacting our world, and particularly our country, is certainly not disputed — by liberals or conservatives, men or women, African Americans or White Anglo-Saxon Protestants, members of the 1% or the working poor. The nature of such crises is also not in doubt — the fact that the climate is changing and negatively impacting the environment, the fact that there is a wider gap between rich and poor in this country than at any time since 1929, the fact that there is a sweeping tide of gun violence and the fact that recurring overt and covert discrimination necessitates the “Black Lives Matter” movement and catalyzed the bathroom laws of my home state of North Carolina.
But I believe the contrived or real debate over the causes (e.g., is climate change man made? Does current tax policy exacerbate income disparity? Does increased violence argue for more or less access to fire arms? Is safety for children greater with birth-gender-imposed restroom legislation?) and potential solutions has stymied action. Our government is currently too divided and therefore ineffective at addressing the problems. And even if our government was more functional, the private sector can arguably be much more successful in effecting needed change.
Because I have been a corporate lawyer for 23 years, I turn to the corporate form. Sure, the term does not sound sexy or even remotely interesting to anyone outside of the world of lawyers, bankers and a few enlightened business people. But corporate form serves as the very backbone of our society, shaping the actions of the most powerful institutions of our time (corporations) and providing the functional framework for the behavior of virtually all men and women who work around the world. Therefore, I believe that corporate form can be a very effective extra‑governmental tool for solving the crises.
In describing the power of corporate form, let me start by debunking three myths from the world of corporate form perpetuated in the popular press (and even by reporters who typically check their facts at The Economist and New York Times).
- The existing primary corporate form — the corporation — is not “broken.” The corporation can serve in its current form as tool for change.
- The “B Corporation” is not a new corporate form. “B Corp” is a certification mark – and there are many others.
- The new corporate forms come in many shapes and sizes. There is no one form of “benefit corporation,” and advocates of other forms are really crap at marketing and promotion.
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