October 2012 - Page 2 of 2 - socentlaw


As a new addition to socentlaw.com myself, it is my pleasure to welcome Professor Cassady V. (“Cass”) Brewer to the blog.  Professor Brewer joined Georgia State University College of Law in 2011 after over 20 years in private practice.  Immediately prior to joining Georgia State, Professor Brewer served as a Senior Partner at Morris, Manning & Martin LLP in their Tax, Exempt Organizations, and Wealth Planning Practices.  He still serves as Of Counsel with the firm.  Among his many honors, Professor Brewer was named a “Georgia SuperLawyer” in the tax area by Atlanta Magazine from 2007-10, and was listed in Chambers USA: America’s Leading Lawyers for Business from 2008-11.  Professor Brewer is publishing, teaching, and consulting in the tax and social enterprise areas.  He holds an LL.M. in taxation from New York University (where he was a graduate editor of the Tax Law Review), a J.D. from the University of Arkansas (where he was Editor-in-Chief of the Arkansas Law Review), and a B.S. from Vanderbilt University.  We are fortunate to has someone with his expertise joining the blog as an author, and we plan to add additional authors over the coming months.



This is a full two-hour lecture at Harvard’s iLab on how to structure your social enterprise for impact. The lecture addresses the three types of social enterprise business models, then compares and contrasts seven legal structures including:

  • Corporation
  • B Corp Certification
  • Benefit Corporation
  • Flexible Purpose Corporation
  • LLC
  • L3C
  • Nonprofit


This announcement comes from an editor of the NYU Journal of Law & Business:

Please join the NYU Journal of Law & Business on Friday, November 9, 2012, from 2:30-5:30 PM for our Fall Conference on the Law & Finance of Social Enterprise.

The conference will be held in Greenberg Lounge at the NYU School of Law. Deborah Burand (University of Michigan Law School) will present groundbreaking work on social impact bonds; Ana Demel (NYU School of Law) and Rebecca Leventhal (Social Finance) will comment. John Tyler (General Counsel of the Kauffman Foundation) will present work on the fundamental question whether state attorneys general should regulate hybrid entities as charities; Jill Manny (NYU School of Law) and David Spenard (Assistant Attorney General for the Commonwealth of Kentucky) will comment.

Kyle Westaway will serve as master of ceremonies and will write an introductory essay for the Journal’s Winter 2013 Special Issue, in which the principal papers and written comments will be published.


Social Enterprise Buzz has information about five international social enterprise events.

1) Social Enterprise World Forum 2012 │ October 16-18, 2012 │ Rio de Janeiro, Brazil

2) Social Finance Forum 2012 │ November 8-9, 2012 │ Toronto, Canada

3) Global Social Business Summit 2012 │ November 8-10, 2012 │ Vienna, Austria

4) Make a Difference Asia 2013 │ January 25-27, 2013 │ Hong Kong

5) Skoll World Forum 2013 │ April 10-12, 2013 │ Oxford, UK


The Business Law Section of the American Bar Association is hosting the LLC Institute on October 18-19, 2012 at the Le Meridien hotel near Washington D.C. (Arlington, VA).  The entire program looks excellent, but the “Drafting LLC Agreements for Nonprofit and Social Enterprise LLCs” session on October 18 may be of special interest to our readers. 

Program Chair:

J. William Callison, Partner, Faegre Baker Daniels LLP, Denver, CO.


Carter G. Bishop, Professor of Law, Suffolk University Law School, Boston, MA;

Cassady V. Brewer, Assistant Professor, Georgia State University School of Law, Atlanta, GA;

J. William Callison, Partner, Faegre Baker Daniels LLP, Denver, CO; and

J. Haskell Murray, Assistant Professor, Regent University School of Law, Virginia Beach, VA.

Each panelist has written about using LLCs in social enterprise and/or about low-profit limited liability companies (“L3Cs”) specifically, with varying degrees of criticism or suggestions for improvement.  The articles are available on SSRN:  Professor Bishop (here); Professor Brewer (here); Mr. Callison (here and here); and Professor Murray (here).


The Regent University Law Review’s symposium entitled “Emerging Issues in Social Enterprise” was a great success this past weekend.  The symposium consisted of a reception Friday night, two academic panels on Saturday morning, a primarily practitioner panel on Saturday afternoon, a CLE led by SocEntLaw’s own Kyle Westaway, and a gourmet three-course meal with Michael Pirron (CEO of Impact Makers, a founding Certified B Corporation) as the keynote speaker.

On the first academic panel, Professor Joan Heminway discussed securities law issues surrounding social enterprises, and briefly mentioned some of her research on crowdfunding (See, e.g., here).  Professor Cass Brewer followed with a presentation that suggested eight ways the L3C statutes might be reformed, including statutory language making explicit that investments other than program related investments (“PRIs”) would be freed from the requirement that “no significant purpose… [be] the production of income or the appreciation of property.”  On the second academic panel, Professor Lyman Johnson discussed the history of the traditional corporations, the longstanding debate over the shareholder wealth maximization norm, and corporate governance opportunities and issues presented by the benefit corporation form.  Professor Dana Brakman Reiser then discussed the Stag Hunt Game that social entrepreneurs and investors engage in when pursuing the goals of social enterprise.  She discussed the need of assurances from each group that they would pursue a blend of social purpose and private profit.  As a solution, she suggested financing social enterprises through “flypaper” – long-term (10-15 years), low-yield (below-market), convertible (upon sale of the company) debt.

The afternoon panel included Greg Bergethon (corporate attorney and CPA), Professor Marcia Narine (a Visiting Assistant Professor, with significant legal and corporate experience, at the University of Missouri-Kansas City School of Law), Michael Pirron, and Kyle Westaway.  They each described their experiences with social enterprise and ways to address the practical issues facing those in this space.  In the CLE, Kyle Westaway led the audience through the entity choice process for social entrepreneurs.  He also addressed management, tax, financing, and liability issues.  Michael Pirron concluded the symposium with a discussion of Impact Makers, and information regarding the Certified B Corporation and Benefit Corporation movements.

Professors Brewer, Heminway, Johnson, and Narine will all publish original papers with  the Regent University Law Review, and during the spring semester we will likely link to and discuss their articles.


The UC Hastings Business Law Journal is proud to host a symposium exploring the new legislation recently passed in California that allows corporations to promote the public good. 
The symposium will feature representatives from B Lab, the legislation drafters, professors, practitioners in the field, and business advisors.

October 19th, 9am – 4pm

Alumni Reception Center, UC Hastings,
200 McAllister St. San Francisco, CA

The opening speaker will introduce the legislation’s background and describe benefit corporations, as well as flexible purpose corporations, benefit limited liability companies, and low-profit limited liability companies (L3Cs). The morning panel will compare social benefit corporations to their counterparts, and explore why a corporation would elect to organize as one type of corporation over the other.

In the afternoon, speakers will shift their focus toward the practical aspects of running these corporations-How can social and environmental impacts be quantified? How should a board adequately consider their new stakeholders? The afternoon panel will then present the partisan viewpoints surrounding the legislation, arguing both for and against its need and expansion. Finally, our closing speaker will address the future of these entities-Will the legislation expand? What type of lawsuits can we expect?

Students, professors, practitioners, and business owners are welcome to join the event. Lunch and reception graciously hosted by DLA Piper, and a reception will follow the event. MCLE Credit will be available.

RSVP to: [email protected]


Today Regent University Law Review is hosting a symposium entitled “Emerging Issues in Social Enterprise” in Virginia Beach, Virginia.

The symposium website is available here:  http://www.regent.edu/acad/schlaw/student_life/studentorgs/lawreview/symposium.cfm.

The panelists include law professors who teach and write in one or more of the following areas:  business associations, corporate governance, nonprofit, securities regulation, social enterprise, and tax law.  In addition, the panels will feature three current corporate attorneys and two social entrepreneurs.

Stay tuned for live tweeting today from @socentlaw.


Gregory P. Bergethon, Esq., C.P.A., (The Keel Group, Ltd.)

Cassady V. Brewer (Georgia State University College of Law)

Joan MacLeod Heminway (University of Tennessee College of Law)

Lyman P. Q. Johnson  (Washington and Lee School of Law and University of St. Thomas School of Law)

Marcia L. Narine (University of Missouri-Kansas City School of Law)

Michael I. Pirron (CEO of Impact Makers, a founding certified B Corporation in Virginia)

Dana Brakman Reiser (Brooklyn Law School)

Kyle Westaway (Founder of Westaway Law, co-founder of social enterprise Biographe, and Lecturer at Law at Harvard Law).

The moderators include Regent law professors Douglas H. Cook and J. Haskell Murray.


A draft of my recent article on benefit corporations, prepared for a symposium at American University- Washington College of Law, is available on SSRN.  Entitled Choose Your Own Master: Social Enterprise, Certifications and Benefit Corporation Statutes, the article argues for requiring benefit corporation to prioritize among its stakeholders and for allowing benefit corporations to choose a narrower purpose than “general public benefit.”  After the article was posted to SSRN, some of the minor suggestions in the article, such as providing the ability to opt-into directorial liability and restrictions on derivative standing, were accepted in the most recent version of the model benefit corporation legislation.   The article will be updated this semester and is scheduled for publication in late 2012 or early 2013.

The current abstract, which will also be updated before publication, reads as follows:

In the wake of the most recent financial crisis, interest in social enterprise has increased exponentially. Disillusioned with the perceived shareholder wealth focus of corporate law, entrepreneurs, investors, customers and governments have become more receptive to new paradigms. In the past four years, 17 states have passed one or more of five different types of social enterprise statutes and many additional states are considering similar legislation.

Focusing primarily on the benefit corporation form, this article examines three main issues: (1) whether social enterprise statutes are potentially useful, (2) how social enterprise law can be improved, and (3) whether social enterprises will be sustainable. First, regarding usefulness, this article recognizes the traditional legal framework already provides social entrepreneurs most of the flexibility they seek, but posits that the social enterprise statutes may better combat perceptions of a shareholder wealth maximization norm arising from existing for-profit corporation law (especially in Delaware). As a potential alternative to social enterprise statutes, the article suggests that states like Delaware could simply amend their existing corporate codes to expressly allow for a societal or environmental-focused objective in a corporation’s charter. Second, regarding improvements to social enterprise law, the article suggests: (i) statutorily requiring social entrepreneurs to choose their own primary master; (ii) recognizing modified versions of traditional corporate law concepts; (iii) lowering transaction and uncertainty costs; and (iv) eliminating certain mandatory rules. Third, regarding sustainability, the article concludes that intensive social enterprise branding efforts should be left to the private sector organizations like B Lab; and social investors, perhaps using new vehicles such as crowdfunding and social impact bonds, must fill the funding gap left by hesitant traditional investors.