Ripensare le forme e il governo d’impresa – TIRESIA all’Euram Conference 2018, Reykjavik

HYBRID ORGANIZATIONS AND GOVERNANCE ISSUES: A FOCUS ON BENEFIT CORPORATIONS by Mario Calderini and Magalì Fia

ABSTRACT

“In the last decade, new economic trends have emerged that aim to reconcile profit with the achievement of social objectives. Hybrid organizations and particularly Social Enterprises (SEs) play a major role in pursuing this dual mission. Even if current laws potentially allow the pursuit of social goals, the concept of shareholder-value maximization weakens traditional incorporation modes as credible means for achieving them. SEs need therefore specific legal protection. The stakeholder theory suggests that a governance structure based on checks and balances tackles the problem of balancing multiple claims (beyond shareholders’ ones). New legal forms, particularly Benefit Corporations (BCs), implement such a model by providing a governance arrangement for immunizing managers and directors that seek to pursue social goals. BCs overcome therefore the dysfunctionality of traditional incorporation modes, however some adjustments are still needed. This paper discusses BCs’ rationale in current managerial culture and presents their main potentials and obstacles.”