Читать книгу Startup Boards - Sacca Chris, Chris Sacca, Brad Feld - Страница 13

Until recently, U.S. corporate law wasn't structured to address the situation of for-profit companies that wanted to pursue a social or environmental mission. While corporations generally can pursue a broad range of activities, corporate decision-making is justified through creating long-term shareholder value.

Benefit corporations, often called Public Benefit Corporations (PBCs) because of the Delaware legal framework, expand the fiduciary duty of directors to require them to consider non-financial stakeholders and shareholders, creating legal protection for directors and officers to consider additional stakeholders. Currently, 35 states and the District of Columbia include state laws for benefit corporations.

Benefit corporations don't differ much from traditional C corporations. Changing to a Benefit Corp from a C Corp is straightforward and simply requires a change to the corporate bylaws. While third-party certification isn't required, many companies choose to be certified by the non-profit B Lab to meet rigorous social and environmental performance standards, accountability, and transparency. Brad's VC Firm, Foundry, became a B Corp in 2016 and has been a B Corp advocate since then.¹

At the core of the B Corp movement is the idea that all companies share a duty to build responsible businesses for their employees, customers, and communities. There's a current view that businesses that treat their constituents well can attract and retain employees better, innovate faster, grow more quickly, and create more value. Additionally, some entrepreneurs assert that they are trying to create a better world through the daily actions taken by their businesses. By integrating responsible practices throughout an organization, companies can build better businesses while at the same time being agents for positive change.

While B Corps require a different philosophy of governance than LLCs or C Corps, the board's general role and attributes are similar. Consequently, the fundamentals of building and leading a board of directors remain the same.