Social Enterprise Law: A Multijurisdictional Comparative Review

The concept of the social enterprise has gained considerable attention in a limited number of jurisdictions. In the United States, hybrid social enterprise forms, including Delaware’s public benefit corporation, the benefit corporation in over three dozen states, and the private B Corp certification offered by the nonprofit B Lab, have become prominent challenges to the long tradition of shareholder capitalism. In the United Kingdom, Community Interest Companies can benefit from public subsidies in the form of tax preferences. In others, like Germany, a robust welfare state has caused social enterprise to spread much less quickly.

This volume looks beyond well-known examples of social enterprise to find that—to paraphrase Shakespeare—there are more forms of business enterprise than are dreamt of in our theory of the firm. Cooperatives, for example, play an important role in jurisdictions ranging from Colombia—where one of the country’s largest drugstores is owned by a cooperative—to Singapore, which introduced cooperatives in 1925 under British rule. Drawing on the rich cooperative traditions in Europe, jurisdictions across the EU now offer specialised social cooperative forms.

This volume brings together experts on jurisdictions ranging from Belgium and Dubai to Switzerland and Taiwan, to describe the traditional and innovative structures employed by entrepreneurs to combine aspects of for-profit business with a broader societal purpose. Together, they draw a clear picture of what social enterprise has come to mean, both where conventional business enterprises prioritise the common good and where such an approach would be disfavoured.

The volume also examines the wide range of measures taken by state actors to regulate social enterprises. In those jurisdictions in which the state provides support for social enterprise, the volume details the conditions that ventures must meet to receive and retain that support. The reports also describe an array of specialised legal forms and certification regimes offered by state and private actors and consider their impact.

Offering an unprecedented perspective, this volume’s insights will inspire opportunities for innovation both by entrepreneurs themselves and by others in the private and public sectors determined to disrupt business law, thus making this area of law more responsive to the concerns of a diverse group of stakeholders. In particular, it presents evidence that the absence of restraints on the distribution of profits or residual assets of a venture tends to limit the availability of tax or other incentives. The British Columbia, Canadian benefit company, the Peruvian B.I.C. and the US benefit corporation offer telling examples of an absence of distribution constraints paired with little to no regulatory oversight and virtually no public subsidies.