Social Enterprise Empowering Mission-Driven Entrepreneurs Marc J. Lane
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1 Social Enterprise Empowering Mission-Driven Entrepreneurs Marc J. Lane AMEMCANBAa ASSOCIATION Defending Liberty Pursuing justice
2 Contents Preface: A Word to My Colleagues xiii ** Chapter One Empowering the Social Sector 1 What Is a Social Enterprise? 3 Competing Definitions 4 Defining through Organizational Structure 6 The "Social Good" Trap 6 Our Definition for the Purposes of This Book 7 The Origins of Social Enterprise 7 The Nonprofit, Tax-Exempt Sector 7 The For-Profit Sector 8 Recent Trends in Social Enterprise: New Legal Forms and Concerns 9 New Legal Structures for Social Enterprises 11 The Emergence of Venture Philanthropy and New Funding Sources." 13 Overview of the Book 15 Chapter 2: Vetting the Social Enterprise Business Model 15 Chapter 3: Zeroing In on the Right Business Form Chapter 4: Governing the Nonprofit Social Enterprise..15 Chapter 5: Governing the For-Profit Social Enterprise.. 16 Chapter 6: Multi-Organizational Structures 16 Chapter 7: Funding 16 Chapter 8: Securing Certification 17 Chapter 9: To What End?: Measuring the Impact of the Social Enterprise 17 VII
3 viii SOCIAL ENTERPRISE 1+ Chapter Two Vetting the Social Enterprise's Business Model 19 Finding the Right Cause and Determining the Desired Social Impact 21 Assessing the Opportunities and Risks Involved 21 Forecasting the Potential Social Impact 23 Selecting the Business Form: 24 Available Funding and Allocation of Resources 24 Entity Choice and Available Income Streams 24 Entity Choice and Resource Conservation 26 Saving Resources through the Use of Volunteers 27 Sustainable Demand for Mission-Driven Products 29 ** Chapter Three Zeroing In on the Right Business Form 31 Hybrid Organizations 31 L 3 Cs (Low-Profit Limited Liability Companies) 32 Benefit Corporations 43 Flexible Purpose Corporations 49 Michigan Public and Triple Benefit Corporations 52 Minnesota Community Enhancement Corporations Cooperatives (Co-ops) 53 Producer Cooperatives 55 Consumer Cooperatives 57 Multistakeholder Cooperatives 57 Cooperatives Formation Issues 58 Cooperatives Federal Taxation Aspects 59 Cooperatives Governance 60 *** Chapter Four Governing the Nonprofit,Tax-Exempt Social Enterprise 65 Advantages to Tax-Exempt Status 65 Nonprofit, Tax-Exempt Corporations 66 Ownership and Management 67 Tax-Exempt Status 67 Fiduciary Duties Owed in Nonprofit, Tax-Exempt Corporation Settings 67 Sample Conflict of Interest Policy 79 Unincorporated Nonprofit Associations 83 Background 84
4 CONTENTS ix Model Acts 84 Tax-Exempt Status 86 Duties of Members and Managers." 87 Distributions and the Threat of Private Inurement for Tax-Exempt Social Enterprises 88 Private Inurement 88. Private Inurement Multi-Organizational Structures.. 89 Commercial Reasonableness 90 Compensation Considerations 90 Excess Benefit Transactions 92 Exempt Organization Checklist 95 Political and Legislative Activities 95 Political Activities 95 Lobbying Activities 98 Volunteer Labor Unrelated Business Income Exception 101 State Laws Dealing with Charitable Organizations 101 Illinois' Approach 102 Maryland's Approach 106 New York's Approach 107 The Unified Registration Statement (URS) 109 State-Specific Registration Requirements 109 ** Chapter Five Governing the For-Profit Social Enterprise 117 The Business Corporation 119 Ownership and Management." 120 Tax Status 120 Fiduciary Duties Owed in Traditional For-Profit Corporate Settings 120 The Benefit Corporation 127 Ownership and Management 128 Tax Status 128 Fiduciary Duties Owed in Benefit Corporate Settings 128 The Limited Liability Company 129 Ownership and Management 130 Tax Status 130 Fiduciary Duties Owed by Managers and Members
5 X SOCIAL ENTERPRISE "L 3 C: The Low-Profit Limited Liability Company 134 Ownership and Management 135 Tax Status 135 Fiduciary Duties of Loyalty and Care Owed in the L 3 C Setting 135 Constituency Statutes 137 Compensation and Benefits in the For-Profit Social Enterprise 141 Business Judgment Protection 141 Federal Law and Executive Compensation 143 ** Chapter Six Multi-Organizational Structures 145 Unrelated Business Taxable Income (UBTI) Considerations Corporation or Flow-Through Entity? 147 Corporate Considerations 148 Flow-Through Considerations 152 Sharing Personnel 155 Employee Benefit Plan Considerations 160 Sharing of Office Space/Furniture/Equipment 160 * " Chapter Seven Capitalizing the Social Enterprise 157 Access to Capital 163 Grants and Contributions 164 Attracting Private Foundation Investments 166 Program-Related Investments 166 Mission-Related Investments *. 171 Socially Responsible Investments 173 Cause-Related Marketing 173 Sponsorships 175 Endorsements 177 Fiscal Sponsorship 178 Governmental Assistance 180 Community Development Financing Fund 180 United Farm Credit System 181 Economic Development Companies 182 Community Advantage 183 Startup America 184 Catalog of Federal Domestic Assistance 184
6 CONTENTS xi Issuance of Securities 185 Federal Securities Law Compliance 185 State Securities Law Compliance and Preemption by Federal Securities Laws 187 Funding Networks: Social Enterprises Helping Each Other Venture Philanthropy 188 Pay-for-Success/Social Impact Bonds 193 Additional Funding Sources 197 ** Chapter Eight Securing Certification 203 Social Enterprise Accreditation 203 Fair Trade Movement Certifications 206 "Green" Companies 208 Certified Economic Development Companies 212 Certification Requirements under the Small Business Investment Act 212 Certification Requirements under SBA Rules and Guidelines 213 B Corporation Certification 217 B Lab Certification Process 218 * * Chapter Nine To What End? Measuring the Impact of the Social Enterprise Revisiting the Social Impact Theory: Knowing Where You Are Going 224 Performance Measurement 225 Creating a Universal Method of Measuring Social Impact and Ultimate Value 227 The Iris Model 227 Center for What Works Model 233 The Gates Foundation and Actionable Measurement 237 Supply and Demand Model: Looking to Value without Direct Reference to Social Impact 239 The Importance of Measuring Social Impact 241
7 xii SOCIAL ENTERPRISE Bibliography 243 Primary Sources 243 Table of Cases 243 Administrative and Legislative Materials 245 Secondary Sources 246 Social Enterprises and Related Organizations 249 Glossary 255 Index 263 About the Author 283
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