1. Benefit Corp
Special Entities

2. Examples
Banks (Holding Companies, State Chartered, Federally Chartered)
Mutual Companies
Agricultural COOPs
Other Special Entities

3. Banks and Benefit Corp Holding company vs. regulated entity?
Regulator (state vs. federal)?
State banking statute?

4. Holding Companies Regulated by the Federal Reserve
2 holding companies have converted
No pushback from Federal Reserve on conversion
Legal commitment at holding company level is best practice for B Corp Certification

5. State Chartered Bank
Regulated by in-state regulators and FDIC/Federal Reserve
Two potential issues:
Mechanics of banking statute
State regulator approval
Virginia Community Capital (VCC) made the conversion in 2016
VCC obtained approval from both their in-state regulator and their corporations commission and presented to the Federal Reserve as a courtesy

6. Federally Chartered Bank
Regulated by the Office of the Comptroller of the Currency (OCC)
OCC informally expressed concerns about federally chartered banks becoming benefit corps
In 2015, B Lab submitted formal testimony in the federal Economic Growth and Regulatory Paper Reduction Act of 1996 (EGRPRA) process and testified in person

7. Mutual Companies
NE insurance company statute has a confusing relationship to the benefit corp statute
Almost impossible for mutual companies to get the vote

8. Agricultural COOPs
Regulated by the Capper–Volstead Act, which grants exemptions from antitrust laws specifically due to their singular purpose to produce, handle and market farm products
Attorneys: any other purpose could put them at risk of losing antitrust status
Not a uniform opinion, Oregon Cherry Growers

9. Other Special Entities
Lots of other entities out there that fall under different statutes and thus can’t become benefit corporations
Not always clear to us: best determined by in- state lawyer
COOPS = NO
PCs = ?

10. What we need
Does the state statute allow different special entities to adopt benefit corp?
Advocacy on legislative or regulatory or roadblocks