The Benefit Corporation: A Questionable Solution to a Non-Existent Problem

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"No man can serve two masters: for either he will hate the one, and love the other; or else he wül hold to the one, and despise the other. Ye cannot serve God and mammon."^ This well known Biblical admonition about conflicted loyalties exemplifies the purpose behind shareholder primacy—the legal principle that has long played an integral part in corporate governance in the United States.^ It is a fundamental premise of corporate law that when carrying out the corporation's affairs, officers and directors owe fiduciary duties of care and loyalty to the corporation and its shareholders, not to any other constituency.-' These exclusive duties give investors some measure of certainty that when they invest capital in an enterprise, their interests wiU be first and foremost in the minds of the managers."*^ Any shareholder owned entity that deviates from this status quo risks derangement of shareholder and corporate interests.


  • Justin Blount & Kwabena Offei-Danso, The Benefit Corporation: A Questionable Solution to a Non-Existent Problem, 44 St. Mary’s Law Journal 617 (2013)



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