The International Handbook of Social Enterprise Law : Benefit Corporations and Other Purpose-Driven Companies

This open-access book brings together international experts who shed new light on the status of social enterprises, benefit corporations and other purpose-driven companies. The respective chapters take a multidisciplinary approach (combining law, philosophy, history, sociology and economics) and provide valuable insights on fostering social entrepreneurship and advancing the common good. In recent years, we have witnessed a significant shift of how business activities are conducted, mainly through the rise of social enterprises. In an effort to target social problems at their roots, social entrepreneurs create organizations that bring transformative social changes by considering, among others, ethical, social, and environmental factors. A variety of social enterprise models are emerging internationally and are proving their vitality and importance. But what does the term "social enterprise" mean? What are its roots? And how does it work in practice within the legal framework of any country? This handbook attempts to answer these questions from a theoretical, historical, and comparative perspective, bringing together 44 contributions written by 71 expert researchers and practitioners in this field. The first part provides an overview of the social enterprise movement, its evolution, and the different forms entities can take to meet global challenges, overcoming the limits of what governments and states can do. The second part focuses on the emergence of benefit corporations and the growing importance of sustainability and societal values, while also analyzing their different legal forms and adaptation to their regulatory environment. In turn, the last part presents the status quo of purpose-driven companies in 36 developed and emerging economies worldwide. This handbook offers food for thought and guidance for everyone interested in this field. It will benefit practitioners and decision-makers involved in social and community organizations, as well as in international development and, more generally speaking, social sciences and economics.-- Proporcionat per l'editor Foreword Contents Editors and Contributors Introduction Part I: The Social Enterprise Movement The Social Enterprise Movement and the Birth of Hybrid Organisational Forms as Policy Response to the Growing Demand for Firm ... 1 Introduction: Definition of Social Enterprise 2 The Evolution of Social Enterprise Hybrid Legal Forms: A Comparative Law Perspective 3 Philanthropic Purposes and For-profit Corporation 4 Social Enterprise as a Bottom-Up Process 5 New Challenges for the Social Enterprise References Social Enterprises in the European Union: Gradual Recognition of Their Importance and Models of Legal Regulation 1 The Doctrinal Concept of Social Enterprise in Europe 2 Promotion and Recognition of Social Enterprise by the European Union: From the SBI Initiative to the New Action Plan for the... 3 Models of Legal Regulation of Social Enterprises in Europe 3.1 Regulating Social Enterprises as Social Cooperatives 3.2 Regulation of Social Enterprises by a Special Law 3.3 Regulation of Social Enterprises Within a Social and Solidarity Economy Law 3.4 Summary Table of the Analysis of European Legal Systems References The Governance Patterns of Social Enterprises 1 Introduction 2 Governance Dimension in SEs: Theoretical Background 2.1 Evolution of the Concept of Governance 2.2 Social Enterprise Governance Theories 2.3 CSR Paradigm and Theoretical Implications for SE Governance 2.4 Main Governance Challenges of SEs 2.5 Selected Governance Criteria 3 Governance Dimension in SEs: Legal Comparative Implementation 3.1 Autonomy 3.2 Representation at Governing Body Level vs. Disclosure 3.2.1 L3C 3.2.2 US Benefit Corporation 3.2.3 UK CIC 3.2.4 Italian A-Cooperative 3.2.5 UK CBS 3.2.6 French SCIC 3.3 Membership and Voting Rights 3.3.1 L3C 3.3.2 US Benefit Corporation 3.3.3 UK CIC 3.3.4 UK CBS 3.3.5 French SCIC 3.3.6 Italian A-Cooperative 3.4 Distribution Constraints 3.4.1 L3C 3.4.2 US Benefit Corporation 3.4.3 UK CIC 3.4.4 UK CBS 3.4.5 French SCIC 3.4.6 Italian A-Cooperative 4 Key Comments from the Legal Comparison 5 Possible Options for SE Governance Patterns 6 Conclusion Materials References Social Enterprises and Tax: Living Apart Together? 1 Introduction 2 The Public Finance Concept of Tax Incentives 3 State Aid Constraints in the EU 4 Taxation of Profits of Social Enterprises 4.1 Tax Exemptions for Charities May Apply to Certain Social Enterprises 4.2 Legal Forms Required for Charities May Not Meet the Needs of Social Enterprises 4.3 Specific Legal Forms for Social Enterprises Often Not Eligible for Tax Benefits 4.4 Specific Tax Benefits for Social Enterprises 4.5 Other Tax Benefits 5 Taxation and Funding of Social Enterprises 5.1 Donations 5.1.1 Charities Not Always Allowed to Donate to Social Enterprises 5.2 Tax Assignation Systems 5.3 Investments and Loans 5.3.1 UK Social Investment Tax Relief Limited Use of SITR 5.3.2 Charities Not Always Allowed to Invest in Social Enterprises 5.3.3 Programme-Related Investments 6 Value-Added Tax Concerns of Social Enterprises 6.1 VAT Exemptions 6.2 The Problem of Irrecoverable Input VAT 6.3 Reduced VAT Rates 6.4 Alternatives 7 Conclusion References Corporate Purpose: How the Board of Directors Can Achieve an Inclusive Corporate Governance Regime 1 Challenging Times for Corporations and Capitalism 2 Whose Interests Shall Prevail in a Corporation? A Never-Ending Debate 2.1 Origins and Evolution 2.2 Recent Developments 3 Criticism of Shareholder Wealth Maximization and Stakeholder Governance 3.1 Shareholder Wealth Maximization Model 3.2 Stakeholder Governance Model 4 Profit and Shareholders vs. Stakeholders: A False Debate? 5 The ``New ́ ́ Corporate Purpose Theory 5.1 Notion 5.1.1 Distinctions from Other Notions and Concepts 5.1.2 Definition(s) 5.1.3 Examples of Purpose Statements 5.1.4 Selected Criteria 5.2 Identification, Expression, and Implementation of the Corporate Purpose by the Board of Directors 5.2.1 Identification and Expression 5.2.2 Concretization and Implementation of Corporate Purpose 5.2.3 Accountability, Compliance Duties, and Disclosure 5.3 Partnership with Shareholders 6 Conclusions References Social Enterprises: Conceptual Debates and Approaches 1 Introduction 2 Concept of Social Enterprises: Debates and Approaches 3 Social Enterprise Models: Main Characteristics 4 Evolution and Trends 4.1 Context 4.2 Evolution 4.3 Trends 5 Conclusions References Models and Trends of Social Enterprise Regulation in the European Union 1 Introduction 2 The Essential Role of Social Enterprise Law 3 Models and Trends of National Social Enterprise Legislation in the EU 3.1 Social Enterprise as a Legal Form of Incorporation 3.1.1 Social Enterprise in the Cooperative Form 3.1.2 Social Enterprise in the Company Form 3.2 Social Enterprise as a Legal Qualification 4 Concluding Remarks References Social Enterprises in the Social Cooperative Form 1 Introduction 2 Regulatory Models in Comparative Law 3 General Interest Mission 4 Economic Regime 5 Multi-Stakeholder Membership Structure 6 Conclusions References How Social Entrepreneurs Create Systemic Change 1 Introduction 2 Meaning and Scope of Systemic Change 2.1 Cognitive Shift 2.2 Embeddedness 2.3 Replicability 3 Mechanisms to Achieve Systemic Change 3.1 Illegitimacy 3.2 Learning from Failure 3.3 Know-How 3.4 Adaptability 4 Conclusions 5 Implications and Recommendations References Part II: Benefit Corporations and B Corp Certification Benefit Corporations: Trends and Perspectives 1 Looking Back to Move Forward 2 Techniques and Possible Reasons for an Explicit Recognition of Benefit Corporations 3 Corporations Between Doing Well and Doing Good: The State-of-the-Art of the International Debate 4 The Problems of the Introduction of an Ad Hoc Regulation for Benefit Corporation 5 The Challenges of the Regulatory Framework 6 Preliminary and Tentative Conclusions References Behavioral Perspectives on B Corps 1 Context 2 Governance 2.1 Ethics, Transparency, and Trust 2.2 Implications of Entrepreneurs ́ Value Structures 3 Workers 3.1 Working with Purpose, CSR, and Employee Performance 3.2 Social Inclusion and Well-Being at Work 3.3 Future Research 4 Customers and Consumers 4.1 The Consumer Landscape 4.2 Consumer Motivations Behind B Corp Purchases 4.3 Moral Licensing 4.4 Inspiring Consumer Change 4.4.1 Sustainable Mindsets: Degrowth Thinking 4.4.2 Capitalizing on Decision-Making Research: MINDSPACE and SHIFT Social Influence (Messenger and Norms) and the Individual Self (Ego) Feelings and Cognition (Affect) Commitments and Habit Formation Decision Fatigue, Priming, and Salience 4.5 Exploring Public Awareness and Perceptions of B Corps 4.5.1 Materials and Methods 4.5.2 Results and Discussion Public Awareness Perceptions of Societal Benefit, Trustworthiness, and Greenwashing Important Factors Consumers Consider When Purchasing from B Corps Qualitative Responses 4.6 Methodological Note and Future Research 5 Community 5.1 Civic Engagement Through Social Media 5.2 Civic Engagement Through Corporate Volunteering and Charity 5.3 Beyond Immediate Impact 6 Conclusion References B Lab and the Process of Certificating B Corps 1 Introduction 2 Origin, Structure, and Development of the Certificated B Corp Movement 2.1 B Lab and the International Expansion of the B Corp Movement 3 B Impact Assessment 3.1 B Impact Assessment 3.1.1 Governance 3.1.2 Workers 3.1.3 Community 3.1.4 Environment 3.1.5 Customers 3.2 Validation of the B Impact Report and Call for Review 4 Formalization of the Certification Agreement, Declaration of Interdependence, and Payment of Fees 4.1 Agreement for Certificated B Corps 4.1.1 Bylaw ́s Modification 4.2 Declaration of Interdependence 4.3 Jurisdiction and Exclusion of Liability 4.4 Fees Payment 5 Conclusions References Introduction to the Law of Benefit Corporations and Other Public Purpose-Driven Companies 1 International Developments of Corporate Social Responsibility: New Forms and New Legal Requirements 1.1 A First Approach from the Common Law 1.2 The Phenomenon from the Traditional Continental European Company Law 1.3 The Evolution of Large Companies Toward the Obligation to Disclose Their Non-Financial Activities 2 Environmental, Social, and Business Governance (``ESG ́ ́) Objectives Within the Sustainable Development Goals (``SDGs ́ ́) as a... 2.1 The Voluntary Acceptance of Corporate Social Responsibility Through Ethical Codes and Self-Regulation 2.2 Adoption of Public Purpose-Driven Companies 3 Conclusions References Benefit Corporations and the Common Law Tradition 1 History of the Corporate Form in the Common Law Tradition 1.1 Corporations as Quasi-Public Entities: From Rome to the Early Modern Period 1.2 The Modern Era: The Transition from Quasi Public to Private Purpose 2 Emergence of the Shareholder Wealth Maximization Norm 3 The Emergence of Benefit Corporations 3.1 Ben & Jerry ́s Case 3.2 The Emergence of New Legislation and the Founding of B Lab 3.3 The Emergence of B Lab 3.4 Increased Scholarly Attention by Common Law Jurists 4 Primary Legal Questions in Common Law Legal Systems Relating to the Creation and Operation of Benefit Corporations 4.1 To Legislate or Not to Legislate 4.2 Entity Purpose or Objects 4.3 Director Obligations 4.4 Mandated Disclosure and Verification 4.5 Business Combinations 5 Conclusion References Viability of Non-Recognised Benefit Corporations 1 General Overview and Background 2 Benefit Corporations and Company Forms 2.1 Introductory Remarks 2.2 Ways to Articulate a Benefit Corporation 3 Viability of Benefit Corporations: The Spanish Case As an Example 3.1 Premise 3.2 The For-Profit Requirement in the Commercial Code and Its Evolution 3.3 The Erosion of Profit Within the Cause of Commercial Companies 3.4 The Role of Legal Scholarship Vis-À-Vis the Viability of Benefit Corporations Under Spanish Law 4 The Cause of the Benefit Corporation 4.1 Premise 4.2 Profit As the Sole Purpose of the Company in the Academic Discussion 4.3 Viability of Benefit Corporations Without Prior Legislative Recognition 4.3.1 General Remarks 4.3.2 The Benefit Corporation: A Legal Entity with a Hybrid Cause 5 Concluding Remarks References Real-World Lessons on Stakeholder Capitalism: How B Lab and B Corp Movement Catalyze Change in Society 1 Introduction 2 B Lab and the B Corp Movement as Actors in the Purpose Ecosystem 3 B Lab ́s Theory of Change in Action 3.1 Global Strategy 1: Standard Development and Evolution, Impact Measurement Tools 3.1.1 B Lab Is the Certifying Body of B Corporation Certification 3.1.2 The B Impact Assessment 3.1.3 SDG Action Manager 3.1.4 Impact Management Partnership 3.2 Global Strategy 2: B Corp Certification and Multinational Engagement 3.2.1 The Case of the B Movement Builders Program 3.3 Global Strategy 3: New Business Narratives and Related Global Marketing and Communications 3.3.1 The Case of Imperative 21 3.4 Global Strategy 4: Proposing, Mobilizing, and Articulating Policy Change 3.4.1 Promoting the Benefit Corporation Legal Framework 3.4.2 Initiatives at the Country Level 3.4.3 Initiatives at the Regional Level: The Case of the Interdependence Coalition 3.5 Global Strategy 5: Community and Movement Building, Collective Action 3.5.1 The Case of Net Zero 2030 4 Theory of Change: Global Outcomes 5 Conclusions Text Box 1 What Is a B Corporation ́ ́ Text Box 2 Examples of B Corporations Around the World Africa Europe South and Central America North America Asie/Océanie References Part III: Purpose-Driven Companies: An International Overview Social Enterprises and Benefit Corporations in Argentina 1 Social Enterprises and B Corporations in Argentina 2 The Evolution of Argentine Corporate Law 3 The Draft Bill of BIC Companies: Background 3.1 General Features 3.2 Formation of BIC Companies 3.3 Responsibility of Administrators 3.4 Information and Transparency 3.5 Governing Rules 4 The New Bills 5 Conclusion References The Failed Attempt to Enact Benefit Company Legislation in Australia and the Rise of B Corps 1 Introduction 2 Why It Was Thought That Benefit Company Legislation Was Needed in Australia 3 Summary of the Draft Legislation 3.1 Eligibility Requirements 3.2 Directors ́ Consideration of Stakeholder Interests 3.3 Benefit Enforcement Proceedings 3.4 Annual Benefit Report 3.5 Development of Third Party Benefit Standards 4 Why the Draft Legislation Has Not Been Enacted 4.1 Political Response to Draft Legislation 4.2 Business Community Response to Draft Legislation 4.3 Academic Community Response to Draft Legislation 4.4 B Lab ANZ ́s Abandonment of the Draft Legislation and Introduction of the `B Corp Legal Requirement ́ 5 B-Corps in Australia 6 Conclusion References Social Enterprises and Benefit Corporations in Brazil: Projects for Corporate Qualification and Capital Market Regulation 1 Introduction 2 Legal-Economic Concepts 3 Principles of Economic Activity in Brazil 4 Social Enterprises in Brazil 4.1 Certified B Corps and the B Movement 5 Regulation and Self-Regulation to Promote Positive Impact 5.1 Legislative Bill to Create the Qualification of Benefit Corporations 5.2 Self-Regulation Projects 6 Conclusion References The Suitability of Belgian Law to B Corp 1 Introduction 2 The Legal Context of the Emergence of B Corps 2.1 The Traditional Notion of Company 2.2 The Experience of Social Purpose Companies 3 The Recent General Reform of Company Law References Books Book Chapters Journal Articles Online Documents B Corps, Benefit Corporations and Socially Oriented Enterprises in Canada 1 An Introduction to B Corps and Benefit Corporation Law in Canada 2 Sources and Legislative Features 2.1 Antecedents to B Corps and Benefit Companies 2.2 Other Socially Oriented Business Types 3 Legal Requirements and Characteristics of B Corporations and Benefit Corporations 3.1 Requirements and Characteristics of B Corporation Certification 3.2 Requirements and Characteristics of Benefit Corporations in British Columbia 4 Activity 5 Registration, Transparency and Control 6 Specific Tax Treatment 7 Comments References Purpose-Driven Companies and the Projected Legal System for Benefit and Collective Interest Companies in Chile 1 Introduction 2 The Certified B Corp Movement in Chile 3 The Ministerial Draft Bill of 2013 4 The Ministerial Draft Bill of 2015 5 Parliamentary Bill of 2015 6 Parliamentary Bill of 2017 6.1 Original Bill of Congresswoman Fernndez and Congressman Kast (2017) 6.2 The Amendments Introduced by President Michelle Bachelet (2018) 6.3 Processing of the Bill Under the Presidency of Sebastin Piñera (2019) 7 Conclusions and Perspectives References Social Enterprises and Benefit Corporations in China 1 Introduction 2 The Background of the Social Enterprises in China 2.1 Governments ́ Promotion and the Origin of Social Enterprises 2.2 The Development of Civil Society 2.3 Chinese Enterprises and CSR 2.4 The Global Social Enterprise Movement 3 The Social Enterprises Phenomenon in China: Some Data 3.1 B Corps in China 3.2 Indigenous Social Enterprise Certification 3.2.1 Industry Certification for Social Enterprise 3.2.2 Local Social Enterprise Certification 3.2.3 Conclusion About Indigenous Social Enterprise Certification 4 Laws and Policies on Social Enterprises in China 4.1 Hierarchy of Legal Force in China 4.2 National Laws and Regulations 4.2.1 The Regulation for Civil Nonenterprise Units 4.2.2 The Company Law 4.2.3 Law on Specialized Farmers Cooperatives 4.3 Local Policies 4.4 National Policies 5 Analysis of the Legal System 6 The Future of Social Enterprise Policies References Social Enterprises and Benefit Corporations in Colombia 1 Introduction 2 Content of the Colombian Law of BIC Companies 2.1 No Need for a Specific Type of Business Entity 2.2 Legal Nature of BIC Companies 2.3 Tax System 2.4 Additional Features of BICs 2.5 Acquisition and Loss of the Status of a BIC Company 2.6 Governance of BIC 2.7 Special Report 2.8 Stand-Alone Standard 3 Conclusion Reference Social Enterprises and B-Corps in Ecuador 1 Introduction 2 Current Reality of Companies in Ecuador 3 Sistema B in the Equator 4 Raising Awareness and Preparing the Groundwork in Ecuador 5 The Current Situation 6 Current Regulations: A Two-Way Play 6.1 Instruction Sheet on Commercial Benefit and Collective Interest Corporations (BICs) 6.2 BIC Law 6.3 Content of Both Standards 6.3.1 Characteristics to Be a BIC Company 6.3.2 Expansion of the Fiduciary Duty of Administrators and Judicial Requirement of the Duty of Due Consideration 6.3.3 Impact Management Reporting by Independent Standards 6.3.4 Areas of Material Positive Impact Governance Workers Community Customers Environment 7 Conclusion References The Suitability of French Law to B Corp 1 Introduction 2 Tensions in Company Law 2.1 The Continuous Concern for the Social Dimension 2.2 The Social and Solidarity Economy Enterprises 3 The Recent Reform of Company Law Considering the Pursuit of Social and Environmental Purposes 3.1 The Reinforcement of the Social Dimension of All Companies 3.2 The Adoption of Special Provisions for Peculiar Enterprises 3.2.1 The Possibility to Adopt ``Raison d ́être ́ ́ 3.2.2 The Purpose Companies 3.3 A Short Comparison Between Purpose Companies and Social and Solidarity Enterprises References Books Book Chapters Journal Articles Online Documents Social Purposes in German Corporate Law and Benefit Corporations in Germany 1 Introduction 2 The US Model of Benefit Corporation 3 The Setting in Germany 3.1 Corporations in Germany 3.2 Goals of Corporations and Obligations of Directors 3.3 Goals of Corporations and Provisions on Charters 4 Discussion on Benefit Corporations in Germany 5 Summary References Cited Legal Provisions Cited Jurisdiction Social Enterprises and Certified B Corporations in Hong Kong: Development, Key Lessons Learnt, and Ways Forward 1 An Overview of Hong Kong ́s Social Enterprise 1.1 The Rise of Prototypical Social Enterprise 1.2 The Crisis and Opportunities That Drive Social Enterprises 1.3 Cross-Sectoral Collaboration for Social Enterprises 1.4 The State of the Art of Hong Kong ́s Social Enterprises 2 Lessons Learned from Hong Kong ́s Social Enterprise Movement 2.1 Encouraging Lessons 2.1.1 Socially Minded Business Entrepreneurs ́ Participation 2.1.2 Capacity Builders Contributing to Professional Development 2.1.3 Private Intermediaries and Platforms Enabling Agile and Flexible Support 2.2 Discouraging Lessons 2.2.1 Grants (and Related Key Performance Indicators KPIs as the Primary Support and Monitoring) 2.2.2 Insufficient Business Acumen 2.2.3 Bold Starter But Conservative Growth Driver 2.2.4 Lacking a Promising Career Path 3 Ways Forward: From Social Enterprises to Purpose-Driven Companies 3.1 Alternative Funding Sources 3.2 Capacity Building 3.3 Deeper Cross-Sectoral Collaboration 3.4 Inclusive Purpose-Driven Business 4 The Emergence of B Corp in Hong Kong 5 B Corp: A Movement to Promote Purpose-Driven Businesses to Achieve ``Shared Prosperity ́ ́ in Hong Kong 5.1 Shared Prosperity for All 5.2 ``Shared Prosperity ́ ́: An Imperative in the Post-COVID Era 5.3 Business Community ́s Roles in Driving ``Shared Prosperity ́ ́ 6 The Emerging Popularity of the ESG Framework in the Business Sector 7 Impact Investing to Regain Hong Kong ́s Growth Momentum 8 Epilogue: B Corp As a Business-Cum-Social Movement to Drive Shared Prosperity References B Corps in India: A Sustainable Business Model 1 Introduction 1.1 Theoretical Framework 2 Evolution of B Corps 3 Legal Framework for the Sustainable Business Model in India 4 Comparability of the Indian BRR with the B Impact Assessment (BIA) 5 How the Scoring Tool Could Enhance the Comparability of BRR and BRSR with BIA 6 Conclusion Annexure 1: BRR Framework with Scoring Scale Annexure 2: BRSR (Section A and B) Framework with Scoring Scale References Social Enterprises and Benefit Corporations in Italy 1 An Introduction to the Italian Benefit Corporation 2 The Benefit Corporation Phenomenon in Italy: Some Data 3 The Background of the Legal Transplant 4 The Italian Società Benefit 4.1 Sources and Legislation Features 4.2 Definitions and Purpose 4.3 Formation 4.4 Accountability and Governance Structure 4.5 Transparency Requirements and Control Systems 4.6 Specific Tax Treatment 5 Reactions to the Legal Transplant 6 Further Legislative Evolution 7 Final Remarks on the Italian System from a Comparative Law Perspective References Corporations with Social Aims in the Japanese Legal System 1 Overview: Corporations with Social Aims in Japan 1.1 Tradition of Businesses with Social Aims 1.2 Entities Used to Engage in Businesses with Social Aims 1.3 Some Data on Businesses with Social Aims in Japan 1.4 Status of Discussions on Whether to Introduce Specific Legislation for Benefit Corporations 1.5 Why Has the Benefit Corporation Structure Been Largely Overlooked in Japan? 2 For-Profit Corporations or Nonprofit Corporations? 3 Share Corporations Used As a Vehicle to Engage in Businesses with Social Aims 3.1 Social Enterprises Incorporated As Share Corporations 3.2 Legal Issues When Share Corporations Engage in Social Business 3.2.1 ``Ultra Vires ́ ́? The Yahata-Seitetsu Case (1970) 3.2.2 Fiduciary Duty of Directors 3.2.3 Is It Possible to Distinguish Share Corporations Which Surely Pursue Their Social Aims from Others? 4 Nonprofit Corporations Used As a Vehicle to Engage in Business with Social Aims 4.1 Overview of Types of Nonprofit Corporations in Japan 4.2 General Incorporated Associations Used As a Vehicle to Engage in Businesses with Social Aims 4.2.1 Advantages of a General Incorporated Association As a Vehicle to Engage in Social Business 4.2.2 Possible Inconvenience of a General Incorporated Association 4.3 Public Interest Incorporated Associations Used As a Vehicle to Engage in Businesses with Social Aims 4.4 NPO Corporations Used As a Vehicle to Engage in Businesses with Social Aims 5 Conclusions and Agendas for the Future References The Suitability of Luxembourgish Law to B Corp 1 Introduction 2 The Luxembourgish Framework 2.1 The General Company Law Framework 2.2 The National Involvement into the Corporate Social Responsibility 2.3 The Establishment of a Legal Framework for Social and Solidarity Economy 3 The Societal Impact Company 3.1 The Conditions for the Creation of a Social Impact Company 3.2 The Continuous Control on the Social Impact Company 3.3 An Assessment of the Social Impact Company References Books Book Chapters Online Documents Certified B Corps in Mexico 1 Introduction 2 Mexico ́s Corporate Legal Structure 2.1 Limited Companies 2.2 Limited Liability Companies 2.3 Cooperative Societies 2.4 Simplified Stock Companies 2.5 Others 2.6 Corporate Governance 3 Other Non-Business Corporate Structures 3.1 Assistance Institutions 3.2 Civil Associations (Asociaciones civiles) 3.3 Civil Partnerships (Sociedades civiles) 3.4 Trusts 4 Ecological Legislation in Mexico 5 Fiscal Legislation 6 Certified B Corporations in Mexico 7 Ideas to Develop a Legal Regime for Social Impact Companies in Mexico 7.1 Entity Rating 7.2 Requirements 7.3 Regulatory Authority 7.4 Incentives 8 Conclusion Appendix References Benefit Corporations in the Peruvian Legal Ecosystem 1 An Overview to the Peruvian Benefit Corporation Legal Movement 2 Corporate Responsibility and the B Corp Movement in Peru 3 The Peruvian ``Sociedad BIC ́ ́ 3.1 Origin: A Legislative and Academic Partnership 3.2 Path of Approval and Regulation 3.3 Legal Framework 3.3.1 The Peruvian Constitution 3.3.2 Law No. 31072, Sociedad de Beneficio e Interés Colectivo (Sociedad BIC) 3.3.3 Regulation of Law No. 31072, Approved by Supreme Decree No. 004-2021-PRODUCE 3.3.4 Other Legal Instruments Under the BIC Legal Framework 4 The BIC Ecosystem in Peru References Legal Documents Social Enterprises and Benefit Corporations in Portugal 1 Introduction 2 Sources and Legislation Features 3 Social Enterprises in Portugal 3.1 The Legal Notion for Public Procurement Purposes 3.2 Social Enterprises and the Social Economy: The Persistent Legal Ambiguity 4 Definition and Aim of Social Enterprise and B-Corps 5 The Activity 6 Forms and Incorporation of Social Enterprises and B-Corps 7 Financial Profiles of Social Enterprises and B-Corps 8 Organizational Profiles 8.1 Commercial Companies ́ Way 8.2 The Cooperative Way 9 B-Corps as Social Enterprise 10 Registration and Control 11 Specific Tax Treatment References Finding Space for the B Corporation Within the South African Legal Landscape 1 Introduction 2 Historical Perspective on Social Enterprises 3 Current Regulatory Framework 3.1 Available Statutory Vehicle 3.2 Requirements as to Purpose: Public Benefit Object (Clause) 3.3 Responsibilities of Management/Duties of Directors 4 Mechanisms for Stakeholder Inclusion 4.1 The Social and Ethics Committee 4.2 King IV 5 Judicial Enforcement of Legislative Agenda? 6 Assessment of Governance Framework References Social Enterprises and Benefit Corporations in South Korea 1 Introduction 2 Current Status of Certified B Corporations 3 Social Economy Model of Korea 4 Legal Forms of Social Economy Organizations 4.1 Legal Entity and Non-Legal Entity 4.2 Legal Forms of Social Economy Organizations 5 Support System for Social Economy Organizations 5.1 Self-Support Enterprise (Ministry of Health and Welfare) 5.2 Social Enterprise (Ministry of Employment and Labor) 5.3 Community Business (Ministry of Interior and Safety) 5.4 Cooperatives (Ministry of Economy and Finance) 5.5 Social Venture (Ministry of SMEs and Startups) 5.6 Certified B Corps in Korea 6 Future Directions of Social Economy and Benefit Corporations 6.1 Summary 6.2 Future of Social Economy and B Corps References Websites Laws Social Enterprises and Benefit Corporations in Spain 1 Introduction 2 Overview and Legal Framework 2.1 Social Enterprises (SEs) 2.2 Benefit Corporations 3 Concept and Purpose of Benefit Corporations 4 Benefit Corporation Models 5 Obstacles in the Set-Up of Benefit Corporations 5.1 The Cause or Purpose of the Benefit Corporation 5.2 Objects of the Benefit Corporation 6 Finance 7 Governance 7.1 Directors ́ Duties 7.2 Shareholder Protection 8 Registration 9 Specific Tax Treatment References Social Enterprises and Benefit Corporations in Switzerland 1 Introduction 2 The B Corp Movement in Switzerland 2.1 Generalities 2.2 B Corps in Switzerland (See Table 1) 2.3 A Recent Leading Example in Switzerland: Lombard Odier Becoming a B Corp 3 The Swiss Social Enterprise Model (State Sponsored Entities) 4 Existing Legal Structures 4.1 Ordinary Corporations (LTDs and LLCs) 4.2 Corporations with Non-Profit Purposes (Article 620 al. 3 SCO) 4.3 Cooperatives 4.4 Associations and Foundations (Charities) 4.5 Foundations 4.6 Associations 5 Tax Aspects 5.1 Principles of Tax Exemption 6 Legislative Initiatives 6.1 Interpellation 13.3689 of National Council Mr. Eric NUSSBAUMER (2013) 6.2 Interpellation 18.3455 of National Council Mr. Fabian MOLINA (2018) 7 Conclusions and Proposals for the Future References Social Enterprises in the Netherlands: Towards More Institutional Diversity? 1 Introduction 2 Social Enterprises in Europe: The EMES Approach 3 Social Economy, Social Enterprises, and Social Entrepreneurship in the Netherlands 4 Legal Environment for Social Enterprises in the Netherlands 4.1 Private Limited Company: Besloten Vennootschap 4.2 Public Limited Company: Naamloze Vennootschap 4.3 Cooperatives 4.4 Foundations 4.5 Associations 5 Labelling Purpose-Driven Companies? 5.1 Certified B Corporations in the Netherlands 5.1.1 Becoming a B Corp for BVs and NVs 5.1.2 Becoming a B Corp for Other Legal Forms 5.2 The Introduction of a New Label for Social Businesses: The BVm (Social Limited-Liability Company) 6 Conclusion: The Future of Social Economy in the Netherlands References Social Enterprises, Benefit Corporations and Community Interest Companies: The UK Landscape 1 Introduction 2 The Shift Towards Social Enterprises 3 Benefit Corporations and B Corps 4 Community Interest Companies (CIC) 5 Conclusion Primary Sources References Social Enterprises and Benefit Corporations in the United States 1 Introduction 2 Fiduciary Duty and Federalism 3 The Delaware Public Benefit Corporation 3.1 The Accountable Capitalism Act 4 California Social Purpose Corporations 5 Other U.S. Social Enterprise Forms 5.1 Hybrid Ventures 5.2 Worker Cooperatives 5.3 Low-Profit Limited Liability Company 6 Conclusion: Seismic Shifts Forward References Innovation in Uruguayan Business Law: The ``Benefit and Collective Interest Companies and Trusts ́ ́ 1 Introduction: Purpose and Context - ``Benefit Companies ́ ́ 2 ``Benefit Companies (BIC) ́ ́ and ``B ́ ́ Companies 3 Characteristics of ``B Companies ́ ́ 3.1 Purpose 3.2 Extension of the Liability of Administrators 3.3 Commitment, Reporting, and Transparency (Certification) 3.4 B corps sign a Declaration of Interdependence as B Corps (which is a registered trademark) as a symbol of their commitment... 4 The ``B Companies ́ ́ and the ``BIC Companies ́ ́ (``Benefit Companies ́ ́) 5 ``System B ́ ́ and ``B Companies ́ ́ in Uruguay. Their Status Before Law No. 19.969 6 Law No. 19.969 of Benefit and Collective Interest Companies and Trusts 7 Final Reflections and Conclusions 7.1 Introduction 7.2 The Purchaser ́s Side 7.3 The Provider ́s Side 7.4 General Conclusion References Legal Regulation of Social Enterprises in Other European Countries 1 Introduction 2 Finland 3 Slovenia 4 Denmark 5 Romania 6 Greece 7 Latvia 8 Slovakia 9 Bulgaria 10 Lithuania References Correction to: The International Handbook of Social Enterprise Law Correction to: H. Peter et al. (eds.), The International Handbook of Social Enterprise Law, https://doi.org/10.1007/978-3-031-... Index