No other types of businesses are more committed to the advancement of ESG goals than social enterprises. They play a critical role in furthering a sustainable society by tackling climate challenges, alleviating poverty, enhancing access to education, and generating employment. Yet, there is little critical legal analysis of social enterprises. This talk examines the relationship between ESG, corporate purpose, social innovation and social enterprises. I analyse the problems with the social enterprises in the UK (the community interest company), the US (the benefit corporation and social purpose corporation) and Asia. I consider what an optimal legal form for social enterprises should be, bearing in mind the distinctive social, economic and political contexts within which they operate. To do so, my latest book develops a framework for designing and evaluating social enterprise law and policy comprising: (1) corporate purpose; (2) directors' duties; (3) decision-making powers; (4) reporting, impact measurement and certification; and (5) distribution of dividends, assets, and tax benefits. This talk will be of interest to those seeking to understand how comparative law can and should be used to promote sustainable businesses.
The British Academy Principles for Purposeful Business and the UK Corporate Governance Code ascribe importance to corporate purpose.
1. What is the difference between corporate purpose, corporate interest, and corporate object?
2. How can corporate purpose be rationalised and operationalised in the law on directors’ duties?
3. Does the law on directors’ duties that apply to social enterprises in the UK, US and common law Asia promote or undermine their pro-social purpose?
The British Academy Purposeful Business project encourages boards to be accountable not only to shareholders but also to employees and other stakeholders involved in the implementation of the corporate purpose.
1. Should beneficiaries of social enterprises (or members of the public to whom benefit is delivered by the social enterprise) be given decision-making powers?
2. What sort of decision-making powers should be given to the beneficiaries?