1. Copyright 2013 The Capital Law Firm, PLLC. All rights reserved. Benefit Corporations Using the Power of Business To Change The World Catholic University Integral Economic Development Management April 17, 2013

2. for-profit social entrepreneurship Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

3. benefit corporations Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

4. free market assumptions Copyright 2013 The Capital Law Firm, PLLC. All rights reserved. resources are scarce more of something is a “good” perfect information rational decision-making

5. Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

6. Buckminster Fuller Sufficiency Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

7. traditional corporate structures are too confining desire to give back Cone Cause Evolution Study -- 2010 Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

8. Benefit Corporations A new class of corporation that is designed to create benefit for all stakeholders, not just shareholders Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

9. Benefit Corporations Corporate Purpose: To create a material positive impact on society and the environment Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

10. Benefit Corporations Corporate Accountability: To expand fiduciary duties of directors to require consideration of non-financial interests Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

11. Benefit Corporations Corporate Transparency: To create an obligation to report on its overall social and environmental performance as assessed against a comprehensive, credible, independent and transparent third-party standard Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

12. why are benefit corporations necessary? By law or custom, businesses feel they must maximize profits. “Directors cannot defend a business strategy that openly eschews stockholder wealth maximization.” -- eBay Domestic Holdings, Inc. v. Newmark, et al., 16 A.3d 1 (Del. Ch. 2010). Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

13. Benefit Corporation Legislation Significant momentum: 13 Laws passed (CA, DC, HI, IL, LA, MA, MD, NJ, NY, PA, SC, VT, VA) 13 Unanimous votes 16 States moving forward 170 Registered benefit corporations Why? 100% voluntary No regulations No cost Market-based

14. benefit corporations broader application Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

15. What resources are available?

16. Bill Drayton direct service scaling up pattern change framework change Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

17. use the power of business to change the world

18. Benefit Corporations Resources: www.BenefitCorp.net www.TheCapitalLawFirm.com Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

19. Laura E. Jordan The Capital Law Firm, PLLC 4626 Wisconsin Avenue, NW, Suite 302 Washington, DC 20016 (202) 455-4609 LJordan@TheCapitalLawFirm.com www.TheCapitalLawFirm.com @benefitcorp For more information: