Southwestern Law Review Presents: Becoming A Public Benefit Corporation

Becoming a Public Benefit Corporation

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.

Michael Dorff is the Executive Director of the Lowell Milken Institute for Business Law and Policy and a Professor of Practice. Professor Dorff teaches and researches in areas of corporate law and entrepreneurship, with a focus on social enterprise.

Before joining UCLA, Professor Dorff was the Michael and Jessica Downer Chair and the Director of the Law and Technology Program at Southwestern Law School, where he now holds the title of Professor Emeritus and where he was elected Class Marshall by the graduating class three times. He also served as Southwestern’s founding Associate Dean for Research for five years and previously taught at Rutgers Law School. He is an Honorary Fellow at the Hanken Centre of Accounting, Finance, and Governance in Helsinki, Finland.

Professor Dorff received his B.A. from Harvard College and his J.D. from Harvard Law School, where he graduated magna cum laude. After law school, he clerked for Judge Levin H. Campbell on the United States Court of Appeals for the First Circuit before practicing corporate litigation at firms in Houston and New York.

Professor Dorff is the author of two books, Indispensable and Other Myths: Why the CEO Pay Experiment Failed, and How to Fix It (University of California Press 2014) and Becoming a Public Benefit Corporation: Express Your Values, Energize Stakeholders, Make the World a Better Place (Stanford University Press 2023). His work has been published by numerous law reviews such as the Southern California Law Review and the Harvard Business Law Review as well as popular publications such as The Atlantic, the Los Angeles Times, and Politico. He has been quoted or his work discussed in publications such as The Economist, Fast Company, Fortune, the Houston Chronicle, the Huffington Post, the Los Angeles Times, Reuters, Slate, The New Yorker, The Wall Street Journal, and Wired, as well as Marketplace and NBC.