Benefit Corporations: A Persisting and Heightened Conflict for Directors

Abstract

This essay assesses US benefit corporation legislation in the context of ethical decision-making by directors. Although benefit corporation legislation was enacted with the good intention of promoting social enterprises, this essay argues that it also may result in potential conflict for ethically-minded directors. This essay submits that this conflict arises from three problems: (a) the “No Guidance Problem”; (b) the “Expanded Conflict of Interest Problem and (c) the "Unrepresented Public Interest Problem”.