Archives for March 2012

What if Goldman Sachs Could Become a New York Benefit Corporation?

From the outside, it’s impossible to assess the accuracy of the recent public statements of Greg Smith, a former Goldman Sachs executive director, about the demise of the Goldman Sachs culture.  Only Goldman Sachs’ insiders know whether or not the firm’s culture, which, as highlighted in its IPO prospectus in 1999, emphasized “placing our clients’ interests first”, has devolved to the point that “the interests… [Continue reading this post]

What the Heck is a Conscious Corporation?

Let’s unpack the adjective “conscious” before answering this question. Some basic Webster’s definitions of conscious are “aware; cognizant”, and “knowing what one is doing and why”. Consciousness, then, is “the state of being conscious”. On a personal level, being conscious is a matter of degree; being unconscious or dead is at one end of the spectrum and being enlightened is at the other. It’s safe… [Continue reading this post]

Developing a Corporate Conscience

As Justice Stevens said in Citizens United v. Federal Election Commission, “the corporation has no conscience”. Our founding fathers did not anticipate the proliferation of corporations. The Constitution and Bill of Rights did not address the rights and responsibilities of corporations. This has been left largely to the Supreme Court, which has gradually endowed the corporation with many of the rights of personhood, without addressing… [Continue reading this post]

Are Benefit Corporations and Certified B Corps the Same?

What is the difference between a benefit corporation and a Certified B Corp, a B Corp or a b corporation? Answering this deceptively simple question first requires understanding the nomenclature and some background about benefit corporations. Otherwise, the terms get conflated, causing confusion and misunderstanding. I was co-chair of the legal working group behind California benefit corporation legislation. In adopting the legislation, we worked closely… [Continue reading this post]