Are Changes in Corporate Governance an Answer?

Abstract

This chapter explores the potential for changes in corporate governance to overcome the decoupling problem in private regulation, through a detailed examination of the case of benefit corporations. In the United States, a benefit corporation is a type of for-profit corporate entity that includes among its goals — in addition to profits — a positive impact on society, workers, the community, and the environment. The chapter argues that the B-Corp movement is a false promise because of the legal limitations of actors to seek remedy if a benefit corporation does not meet its “benefit goals” and because of a variety of issues in the certification process for such a corporation. This argument is supported through the analysis of the private regulation program of a leading benefit corporation, which shows that its status has in no way improved coupling between private regulation practices and outcomes. It would seem that the benefit corporation certification is simply another modern ritual of due diligence, although there is a need for additional research on benefit corporations to confirm this conclusion.