SOCIAL ENTREPRENEURSHIP IN U.S. CORPORATE LAW - BENEFIT CORPORATIONS AND CERTIFIED B CORPORATIONS

The architecture of U.S. corporate law is currently undergoing an intense process of change, initiated by the introduction of new legal forms of corporations and a new certification regime. Legislation introducing the so-called "benefit corporation", an alternative form of business corporations, has already been enacted in 31 states; more are about to follow. This current success of the benefit corporation is probably due to its main distinctive feature, its very purpose: It aims not only at making a profit for its shareholders but also at creating a positive impact on society and the environment. The concept of the benefit corporation therefore challenges the principle of shareholder value (still dominant in general U.S. corporate law) but corresponds with the current trend towards a more sustainable economy. The article examines this development, analyses the key features of the new corporate form and the certification regime, and opens the discussion for the introduction of similar legal instruments in Germany and the European Union.