Having Your Cake and Eating It, Too: Making the Benefit Corporation Work in Massachusetts
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Having Your Cake and Eating It, Too:
Making the Benefit Corporation Work in Massachusetts
[I]n the great chess-board of human society, every single piece has a
principle of motion of its own, altogether different from that which the
legislature might chuse to impress upon it. If those two principles coincide and
act in the same direction, the game of human society will go on easily and
harmoniously, and is very likely to be happy and successful. ,
I. INTRODUCTION
Recent sentiments toward businesses, particularly in response to the 2008
crash of the U.S. housing market, have dramatically changed consumer
attitudes about primarily profit-driven business practices, and steered sales
toward more socially minded companies.2 Revolt against corporate greed
coupled with the widening gap between the financially elite and the middle
class further emphasizes the need for businesses to focus more on the evolving
desires of their consumers. While some economists theorize that corporations
are able to produce the most social benefit by adopting purely profit-
maximizing business practices, businesses must still address consumer needs
and desires in order to earn those profits, effectively forcing businesses to adopt
(for philanthropic purposes or not) practices that more closely align with the
1. ADAM SMITH, THE THEORY OF MORAL SENTIMENTS 212 (SAlvio Marcelo Scares ed., MetaLibri
2005) (1790) available at http://www.ibiblio.org/ml/libri/s/SmithAMoralSentimentsp.pdf.
2. See, e.g., WILLIAM H. CLARK, JR. & LARRY VRANKA, THE NEED AND RATIONALE FOR THE BENEFIT
CORPORATION: WHY IT IS THE LEGAL FORM THAT BEST ADDRESSES THE NEEDS OF SOCIAL ENTREPRENEURS,
INVESTORS, AND ULTIMATELY, THE PUBLIC, BENEFIT 2-3 (2013), available at http://benefitcorp.net/storage/doc
umentsfBenecitCorporationWhitePaperl_18_2013.pdf (showing alignment of consumer values with
purchases); Celia R. Taylor, Carpe Crisis. Capitalizing on the Breakdown of Capitalism To Consider the
Creation of Social Businesses, 54 N.Y.L. SCH. L. REV. 743, 744 (2010) (chronicling events prompting shift in
consumer attitude); Briana Cummings, Note, Benefit Corporations: How To Enforce a Mandate To Promote
the Public Interest, 112 COLUM. L. REv. 578, 582-83 (2012) (noting consumers' consideration of corporation's
contemplation of social responsibility when making purchases). According to a 2012 study conducted by
marketing firm Cone Communications, roughly eighty percent of Americans feel that companies are not
considering the environmental impacts of running their businesses. See Trend Tracker: Consumers Still
Purchasing, But May Not Be 'Buying Companies' Environmental Claims, CONE COMM. I (Mar. 27, 2012),
http://www.coneinc.com/stuff/contentmgr/files/O/1b7667e63cd5dd2858bd5a559a3a778a/files/2012-cone gree
n gap trend tracker-releaseand fact sheet.pdf. Furthermore, ninety percent believe that companies are
responsible for considering the environmental impact of production. See id. at 4.
3. See Taylor, supra note 2, at 745 (underscoring how wealth disparities fortify arguments for corporate
reform).](ViewImageLocal?handle=hein.journals/sufflr47&div=6&collection=&method=preview&ext=.png&size=3)
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Having Your Cake and Eating It, Too: Making the Benefit Corporation Work in Massachusetts
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