Mapping the State of Social Enterprise and the Law

The Grunin Center publishes an annual report that evaluates the state of social enterprise and the law in the United States. The report generally examines the challenges in defining the field of social entrepreneurship and impact investing, legislative developments in the United States with respect to forms of legal entities that are available to social entrepreneurs, and the role of U.S. legal education in training a new generation of lawyers knowledgeable about the field of social entrepreneurship and impact investing. 

This research project is generously funded by the Tepper Family. We would like to extend our gratitude to the Tepper Family, with particular thanks to Marvin Tepper ’58, Elise Tepper, Jacqueline Tepper ’90, Edward Tepper, and Shelley Tepper.

 

2022-2023 Report

This report describes the continued trend of slowing legislative interest in authorizing new social enterprise forms in 2022, against the backdrop of a growing debate around the role of social enterprises and their corporate purpose. The report also highlights another slowdown, namely in the number of proxy votes advanced in 2022 to push public companies to convert into one of the specialized social enterprise forms. Related, the report looks at how a public corporation recently pointed to its decision not to convert into one of the specialized social enterprise forms as a defense in litigation over whether the corporation has a duty to undertake broader stakeholder engagement. Additionally, the report analyzes the relationship between existing social enterprise legislation and more recent ESG policy initiatives being taken in 2022 at the state level to discourage or encourage ESG investing.

Please download a copy of the 2022-2023 report.

2021-2022 Report

This report, the fifth in the series, explores the latest developments in US social enterprise law and changes to legislative priorities. The social enterprise legislative landscape in the United States has reached a crossroads. In the past decade, legislative focus has centered on the creation of new forms to accommodate social enterprises. This report highlights the impact of Delaware’s 2020 amendment to its Public Benefit Corporation (PBC) statute, efforts by some states to provide financial advantages to benefit corporations, and implications these legislative initiatives may have for the future adoption of social enterprise forms. 

Please download a copy of the 2021-2022 report.

2020-2021 Report

The fourth in the series, this report, which was written against the backdrop of COVID-19, describes recent shifts in the perceived role of corporations in society as they confront social inequalities that have been revealed and exacerbated by the pandemic. It explores the implications for specialized legal forms that have been created to house social entrepreneurial activities. It highlights variations taking place across the United States in legislation being adopted for these specialized legal forms. It also describes recent developments in the Delaware public benefit corporation statute, new benefit corporation statutes enacted in 2020, and the new 2020 ABA Model Legislation.

Please download a copy of the 2020-2021 report.

2019-2020 Report

The third in the series, this report seeks to describe recent shifts in the perceived role of corporations in society and discusses the implications for specialized legal forms that have been created to house social entrepreneurial activities. Additionally, this report highlights recent developments in the field as seen through the eyes of MicroVest, an impact investment fund that converted to the social enterprise form of a benefit limited liability company, and Impact Makers, one of the first benefit corporations involved in a lawsuit in the United States.

Please download a copy of the 2019-2020 report.

2018-2019 Report

The second in the series, this report seeks to capture the encouraging progress that has been made at the state level to recognize specialized social enterprise legal forms and to provide incentives for social entrepreneurship through specialized tax treatment and other public policy measures. The report also examines alternative ownership structures that have been recently adopted by companies, including social enterprises, across the United States to ensure long-term mission preservation and independence.

Please download a copy of the 2018-2019 report.

2017-2018 Report

The first in the series, this report seeks to capture some of the difficulties in defining the field, as well as the encouraging progress that has been made in law schools, academic research, and state legislation. In particular, the report describes considerations and challenges in defining the field of social entrepreneurship and impact investing, legislative developments in the United States with respect to forms of legal entities that are available to social entrepreneurs, the role of U.S. legal education in training a new generation of lawyers knowledgeable about the field of social entrepreneurship and impact investing, and the last decade of legal scholarship in the fields of social entrepreneurship and impact investing.

Please download a copy of the 2017-2018 report.