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Wednesday, October 12, 2011

New York Times Report on the Flexible Purpose Corporation

It doesn't feel so bad being quoted on the front page of the New York Times Business Section. I just wish the reporters paid a little more attention to the facts, namely:
  • it's not a low-profit model, if you don't want it to be;
  • the California State Bar's Corporations Committee and the Department of Corporations supported the Flexible Purpose Corporation; and
  • California is the only state that offers the FPC and the only state that also has a Benefit Corporation statute.
Sorry for the mini-rant.

Other stories on California's new statutes:
Los Angeles Times, California's new B Corp law eyes social, environmental interplay


*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

 © R. Todd Johnson, 2011. Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd. 

Monday, October 10, 2011

Governor Brown Signs California Flexible Purpose Corporation and Benefit Corporation Legislation

At the 11th hour, last night, just before the deadline, Governor Brown signed Senate Bill 201 (the Corporate Flexibility Act of 2011) creating the Flexible Purpose Corporation, and Assembly Bill 361 creating the Benefit Corporation.

Both laws will take effect on January 1, 2012.



*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

 © R. Todd Johnson, 2011. Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.

Tuesday, September 6, 2011

A Movement in Need of a Rosetta Stone

As I prepare for tonight's official kick-off to SoCap11, I'm struck by where the economy sits today, compared to where it sat at the start of the very first SoCap four years ago -- SoCap08. Needless to say, based on the economy, it doesn't feel as if we've come that far.

And yet, as I watch the disparate elements of this social capital movement come to grips with the fact that it is (in fact) a movement, I also find myself reflecting on how the movement has progressed. And I'm reminded of my comment to Kevin Jones back when he was first contemplating SoCap when I  mentioned to Kevin the one notable quote I've ever made (and reported here in the New York Times), that this was a movement that didn't know it was a movement.

Being the proverbial problem solver that he is, Kevin asked the obvious question: "What's it going to take for this movement to recognize itself as a movement?"

My answer was simple: "A Rosetta Stone."

Let me explain.


The Underlying Problem

At the core, our organizational structures have disintegrated the concepts of "strength and mind" on the one hand, from "heart and soul" on the other. For example, our companies tend to have incredible strength from generating sustainable capital and great wisdom around the the use of resources, but often lack the compassion necessary in order to have a sustainably positive impact on the environment and, sometimes, even on people. By contrast, non-profits tend to have great heart and soul, but often lack wisdom in the smart, leveraged, use of capital. 

As I've noted previously, a reintegration of these elements -- head and strength, and heart and soul -- into one organizational structure is desperately needed.

And I say "reintegration" purposefully, because these two pursuits haven’t always been separated. For example, the traditional small town business model would have required every businessman to comport to certain standards of  “doing good” within the town, because customers and owners were also neighbors. The bad action of a local business owner would quickly become known in this local environment, with consequences for their business. As a result, local business owners were typically pillars of their communities. But with the desire to scale operations, ownership divorced from management divorced from local geographic interactions permitted the pursuit of profit, unfettered from concepts of citizenship and neighborliness.

So what’s the answer?

Shall we pass more laws and regulations? (I think you can probably tell that I don’t believe that will get us very far.)

Personally, I believe we need a change in our thinking. I believe we need to value integrity -- wholeness and completeness -- in our organizations.

I believe we need a movement. But this movement will need to learn a new language to talk across traditional boundary lines with others who use unfamiliar lexicons.


The New and Growing Movement: Connecting Head and Strength with Heart and Soul
Thankfully, that movement already exists today and is quickly reaching a tipping point. It may not yet be recognized as a movement and probably doesn’t even recognize itself as a movement. But it’s a movement nonetheless, built with ingredients of great passion, wisdom, wealth and the heart and idealism of a new generation. Yet, the full societal impact of this movement will not be felt unless the four groups who make up this movement are able to discover the Rosetta Stone necessary to translate the common ground among them, rather than listening to the politics, the corrupted civil discourse and the divisive messages of the media that seek to keep them separated.
Best of all, this movement has integrity – a wholeness and completeness that makes it strong and purposeful, passionate and driven by compassion, and filled with the wisdom of years. In particular, a part of this movement carries great wisdom, part of it has incredible strength, part of this movement holds a flaming passion and part includes the integrating soul of a social justice movement that stands to hold it all together.

The Wisdom of The Baby Boomers
The baby boom generation represents a large demographic in the United States (and other Allied countries) with a conflicted image of itself. Fundamentally, baby boomers began as an incredibly idealistic generation raised in the post-World War II era where anything was possible. More than any prior generation, they became better educated, owned bigger homes, earned more and enjoyed greater disposable income. These factors created great economic prowess and, in many respects, emboldened the generation from a young age with a sense of the “possible.”
Cultural manifestations of this optimism of possibility are most obvious, in the turmoil of the Vietnam War, and a sense the generation had of revolutionary thought derived from the sixties and seventies, with a focus on the rights of workers and civil rights, a rallying cry for peace not war, and love not hate, and a deep abiding passion for preserving the environment and a healthier way of living. Power in numbers, and economically, produced optimism and idealism among those in the boomer generation that they would change the world.
At the same time, their size and economic power also defined the generation in another powerful way – as consumers. Baby Boomers made an impact on the world simply through their sheer numbers. Prior to the end of World War II, the average growth in the birth rate in the United States for the 20 prior years was one percent. That growth rate doubled beginning in 1946 resulting in nearly 80 million babies between 1946 and 1964. When you contrast that 80 million number with the 50 million between 1925 and 1945 – the Silent Generation – and 48 million between 1965 and 1980 – Generation X – it is easily understood why the size of this generation created a new way of thinking demographically.
Almost from the beginning, marketers recognized the sheer number of babies as an economic boom, as they began dissecting baby boomers and advertisers began marketing to them. And so too, baby boomers became what society expected of them culturally – consumers. Nearly every trend of the past 50 years can be traced to the baby boomers. Looking simply at car sales as a proxy for these trends, the 1980’s rise of the Honda Civic, 1990’s rise of the Honda Accord, the late ‘90’s surge of SUV sales, and the late ‘00’s surge of Prius sales, can all be tied to the demographics of the baby boomers and their preferences and their disposable income at those moments.
Today, boomers are beginning to retire and their idealism and consumerism are suddenly beginning to reveal a dissonance. In record numbers, boomers are awakening to the idea that they’ve changed the world by their presence, but sometimes in profoundly negative ways. They are also recognizing that they have not saved (but rather spent at record rates) and are ill-equipped for their retirement. Finally, they realize that they will be living longer than their parents, providing the opportunity to continue to earn more (and perhaps save more), but also to redeem their consumptive legacy.
Along the way, this generation has learned a great deal. With the wisdom of the ages comes a sense that perhaps they still have something to learn and with their humility, comes a sense that perhaps they can help in keeping flames alive. Through their consumptive behavior, they’ve learned something about the soul-less place of “more” and they’ve begun the search for “enough.”
From idealism to consumption to wisdom, the boomers have learned a great deal and now, have something to teach, a desire to learn, and a quest for a redemption of their legacy through their “sunset” years.

The Heart of The Justice Generation
Those aged 15 to 30 are often referred to as Millennials because they were born in the last decades of the last millennium. I prefer the term given to them by Gary Haugen, founder of International Justice Mission, who struck a nerve with this generation around his passion to see an end to human trafficking. He refers to this age group as the Justice Generation.
Why justice?
I have my theories. As I’ve traveled and spoken at universities and college campuses, and as the father of two daughters in this age group, I’ve come to believe that this generation has tired of compassion. They are suffering from “compassion fatigue” at a much earlier age than prior generations. They want to see something done about the world’s biggest problems, but they don’t simply want the world’s problems marketed to them for donations. They want to participate in change and they are willing to walk the talk.
Several factors have conspired to draw this generation towards justice.
First, they are connected. As a generation that began with the birth of the personal computer, this is the most connected generation in the history of mankind. Unlike every generation before, they don’t know life without a computer and, as a result, don’t know life with limitations on connection. Because of the internet, this generation is just as likely to have “friends” on Facebook who live in Africa, as those who go to their own school or work in their city.
Second, they are cynical. In strong part because of their connectedness, this generation has a keen sense of the world. And to them, things generally are not going well. They see large governmental debt as limiting the options of their future. They are demoralized by the potential impact of global warming. Even the defining event of their young lives – September 11th – is understood differently than by other generations. Whereas older generations see 9/11 as a result of the rise of global terrorism or Islamic fundamentalism, the Justice Generation often sees the events of that day as part of a larger pattern of events resulting from the great disparities of wealth and poverty in the world. Perhaps more importantly, this assessment comes with a strong belief that the incredibly crushing problems of the world, are largely a result of the way things have been done in the past. As a result, the Justice Generation is extremely cynical about old methods for “solving” these problems.
But they are not content being connected and cynical. In numbers far greater than any time since the 1970’s, the Justice Generation sees themselves as the solution. They are committed to being a part of the healing force for the planet and its people. For this reason, they have flocked to “social entrepreneurship” clubs on college campuses and in business schools, they are applying to “Teach for America” in record numbers, and they are creatively seeking methods for using social media, crowd-sourcing, crowd-funding, and collective consciousness to help change the direction of things.
For them, compassion simply is not enough. Even more accurately, perhaps, compassion without action seems like a cruel undertaking in self-indulgent compassion tourism. And so, the Justice Generation provides the passionate heart of the movement.

The Strength of The Technologists
During the 1980’s and 1990’s, something incredible and unusual happened that changed the face of the United States forever. For lack of a better term, we’ll call it the technology boom, but really, it was the mass utilization of the microchip in consumer products. Back as early as 1965, Gordon E. Moore, the co-founder of Intel, noted (in what is now known as Moore’s Law) that the number of components in integrated circuits had doubled every year since the invention of the integrated circuit in 1958 until 1965 and he predicted that the trend would continue “for at least ten years.” He was right in his prediction of the trend’s continuation, but far short in how long it would persist. At the time of his prediction, the best circuits had approximately 4,000 transistors on them. By 1980, the number of transistors on a circuit approached 100,000 – still hardly enough to do clunky word-processing.  But by 1990, the number had exploded above 1,000,000 transistors on a circuit and the personal computer had been born, with a world of possibilities, including connectivity through a world wide web. Today, the cost of a microchip has dropped to a price that is about the same as one printed character on this page (assuming this were a printed page).
Those coming of age in the 1990’s found a whole new world of business ideas, spurred by venture capital financings and a revolution driven by technology. In many cases, these included young entrepreneurs who sought to change the world – people like Pierre Omidyar and Jeff Skoll, to name two – and who were driven in their pursuits with that single-minded goal: to change the world. Along the way, each of these individuals (and many more) became monstrously wealthy. In fact, by some accounts, the wealth created in this 30-50 year old crowd by the technology boom reshaped the age distribution of wealth in the United States which, before the 1990’s produced a relatively straight line of wealth accumulation by age, until approximately age 63. In the 1990’s however, a bubble arose in the 30 to 50 year old age bracket.
So, what happens when amazing wealth amasses in a group of people 20 to 30 years earlier than ever before in history? Well, some actions might be predictable – private jets and jet-setting. But here is where the story becomes interesting.
In growing numbers, this young group of billionaires still wants to change the world!
And unlike prior generations, they don’t see traditional philanthropy as a model to accomplish their goals. Instead, putting muscle and brainpower behind ideas like venture philanthropy, impact investing and blended value, these billionaires have begun to change the face of philanthropy, change the face of entrepreneurship, and change the face of integrated thinking.
The rich technologist has provided strength to the movement.


The Integrating Soul of People of Faith
Nicholas D. Kristof recently noted in a New York Times op-ed that, “[i]n these polarized times, few words conjure as much distaste in liberal circles as ‘evangelical Christian.’” (Of course, we could add to the list other terms describing people of other faiths that are similarly greeted with distaste or disdain in other circles.) The problem, of course, as noted by Kristof in his piece on “evangelicals,” is a tendency to define a large group of people of faith, by the outrageous actions and words of a small group, rather than by the quiet, but patiently persistent actions of the mass of people adhering to a belief.
And so too, I’ve noted a movement towards social justice among people of faith, that is reigniting something more than simply a missionary zeal, but represents a deep desire to be a part of the healing force in the world. And I’m not alone.
Jeffrey Sachs, author of the Millennium Development Goals, has noted that if we are to create a sustainable world, we need to listen to the wisdom of people of faith. In a lecture at Stanford University in 2010, Sachs recalled that all the world’s major religions speak of “loving our neighbors as ourselves.” Of course, in ancient times, our neighbor was that person who lived next door. But in ancient times, the social mores were clear – not only could one’s gain not come at the expense of others in the community, but to be a part of the community, it was the obligation of the individual and each family to support the others in the community.
Today, our sense of community has expanded. Today, our neighbor can be the person living in Sub-Saharan Africa, just as easily as the person living in the next state, the next city or even the next community. The geographic boundary lines of community are disappearing. So too, the faith teachings are being updated, with concepts of social justice. But Sachs argues that if we are really to attain sustainable development, we must also seek to break down the temporal limitations of these teachings, by remembering that the most important thing to each of us is our children, and their children, and so too for our neighbor. With this, he posits – a global community focused on the health of their planet for their progeny – we stand a chance at sustainable development.
Many who write on the topic of social entrepreneurship avoid thinking about people of faith as part of the audience. But I think we do so at our peril, for several reasons.
First, nowhere in the world is there such a rich collection of thinking and writing on topics of “What is good, and how do we know?” or “service” or “sacrificial giving” all of which are elements of living out the life of a social entrepreneur. If we are to build companies that “do good,” then we should be able to define what we mean by “good” and be clear about the evil that can be done under the auspices of good intentions. Similarly, if we are to truly seek entrepreneurial solutions for those living at the bottom of the economic pyramid, then cross-cultural servanthood, cross-cultural empathy, empathetic design, and service will be critical elements for success.
Second, people of faith are not playing for the short term like Wall Street analysts. Just as we hear over and over that the stock market and traditional corporate models are bad because of “short-termism,” I seldom hear anyone talking about what they mean by “long-term impact” and how we know when we have arrived. As the head of my law firm’s sustainability practice, I find myself speaking often on the topic. In those talks, I’ve taken to adding the following question at the end of my presentations: “When was the last time you asked your employees how sustainable their lives felt?” You’d be amazed at the number of sustainability professionals who greet that question with a deep blank stare of “OMG!”
And I think that’s because we often get so caught up in some “short term” goal – even good goals like the sustainability of the planet, for example – that we forget that the real goal of social entrepreneurship is to help people flourish. I often find in my work with social entrepreneurs that they pursue their goal (cook stoves that reduce carbon emissions, infant warmers for the developing world that will reduce infant mortality, or certifications of products that are BPA-free, slave-free, etc.), but at the expense of their flourishing and the flourishing of their cohorts. Here too, the traditions of faith, of spiritual living, and of teachings around “being still,” “listening to the still quiet voice” and pursuing spiritual disciplines, offer the wisdom of the ages for social entrepreneurs.
What practices of spiritual discipline would a social entrepreneur employ if they knew that it might help with the flourishing of the people involved in the enterprise? How would time allocation change? Would there be a greater emphasis on community building within the organization, and with those stakeholders outside the organization, so that people had a sense of belonging? In each of these areas, the various faith streams offer teaching and practices dating back centuries and forward into the contemporary.
Finally, people of faith offer one other monumental aid to the social entrepreneurship movement that would otherwise be missing – integration. Each of the other parts of this movement (the head, the heart and the strength) is defined by generational boundary lines, similar to participants in many prior movements. Not so people of faith. They transcend the boundaries of age, reflecting the intergenerational community that we long to see, but seldom find, particularly in something as fickle as a movement.
For this reason, I refer to people of faith as the “soul” of the movement or the source of “integrity,” not in the moral sense of the word, but in the design sense, where something has integrity if it is whole and complete. Integrity is the closest secular word I’ve found to the Jewish concept of “shalom,” the Christian idea of the “kingdom,” the Buddhist concept of “nirvana.” The idea behind all three concepts rests in the view that we were made to be complete and whole.
Most people I know hardly think of themselves this way. I know I don't. And yet, somewhere in the ancient teachings, we find this human instinct, this “Godly teaching” (call it what you want), that we were made to be better than we are – something grand. And this DNA of integrity is something I’ve found in every person I’ve ever met, whether it’s the prideful, powerful, “often wrong, but never in doubt” CEO or venture capitalist, or its the woman who begs outside the churches in Lalibela, Ethiopia. Each one, when you push past the fear, the pride, the shame (or whatever else is hanging them up), is beautiful beyond belief and desperately wants someone to recognize them for that.
We have entire professions built around helping individuals to be whole and complete.
And yet, when it comes to our organizational structures, we have dis-integrated these ideals, and developed 75 years worth of binary, dis-integrated thinking. So much so, that some faiths totally ignore business and businesspeople as providing any benefit (or worse, teach that the fruits of business are all bad or evil). Some even go so far as teaching (implicitly, if not explicitly) that the only organizations that can do good are non-profits. In both places, the need for integral thinking is paramount.
It’s often easy to see what makes someone different from us, and harder to see the commonality. I firmly believe that the other elements of this movement – the head, the heart and the strength – have more in common with this “soul” part of the movement than they realize, and much to benefit from developing that understanding better. Of course, a better understanding will require a stronger sense of purpose, a stronger sense of deliberateness, and a large dose of humility on all sides that each is a teacher and a student, with something to offer and much to learn.
Ultimately, they will need to learn new ways of talking and listening and understanding each other.
Perhaps after four years of SoCap we are beginning to develop the Rosetta Stone?



*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

 © R. Todd Johnson, 2011. Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.

Thursday, September 1, 2011

Time for Governor Brown to Bring It Home

Senate Bill 201 passed the concurrence vote today in the Senate, which means that Governor Brown has (or shortly will have) two bills on his desk that would make California the leader in providing choice for social entrepreneurs.

For those who care: The final vote in the Senate was 39 in favor and none opposed.

Governor Brown -- sign this bill!

*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein. 

© R. Todd Johnson, 2011. Business for Good(SM) is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.

Wednesday, August 31, 2011

Two Bills Heading for the Governor's Desk in California

Yesterday marked a big day in California.  

As reported here, Assembly Bill 361 (the Benefit Corporation legislation sponsored by Assembly member Jared Huffman) passed the concurrence vote Tuesday in the Assembly and began the enrolling and engrossing process to end up on Governor Brown's desk this week. (No, it is not technically on the Governor's desk, but probably will be by the end of the week.)  Actually, the bill ended up on the Governor Brown's desk today, having completed the engrossing and enrolling process late yesterday.

Yesterday, Senate Bill 201 (the Flexible Purpose Corporation legislation sponsored by Senator Mark DeSaulnier) passed out of the Assembly and headed for its concurrence vote in the Senate (possibly as soon as today).  It will also end up on Governor Brown's desk by the end of the week.

And just in case folks were still curious about whether this type of legislation is necessary or not, the news stories about CouchSurfing switching from a non-profit to a "for-benefit" corporation should help to dispel the disbelief.  (How long would it have taken them to raise $7.6 million in charitable contributions to scale?)

Now, the question that exists is whether Governor Brown will sign both bills. Or might he choose one?  And that really begs the two questions that I'm asked most frequently as I speak around the state:

Why are there two bills in California?

What are the differences in these two pieces of legislation?

I will answer these two questions over the coming days.

Stay tuned!



*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

 © R. Todd Johnson, 2011. 

Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.

Monday, July 18, 2011

One More Step Towards A California Flexible Purpose Corporation: A Legislative Update and A Great Loss

Legislative Update.

Friday marked a first in recent years: The California Legislature begain it's one-month summer recess! (During the past several years, the summer recess was cancelled while the legislature worked with the Governor to reach a budget compromise.) So, for the next four weeks, there will be no news from Sacramento regarding the two pieces of legislation we've been following: SB 201: The Flexible Purpose Corporation Act, and AB 361 The Benefit Corporation Act.

But Sacramento took one final step before vacating.

On Wednesday, July 13th, the Assembly's Appropriations Committee voted ten to four to pass SB 201, leaving the Felxible Purpose Corporation one vote away from Governor Brown's desk. The full Assembly is expected to vote on the bill shortly upon return to Sacramento.

Word in Sacramento suggests that AB 361 will appear on the Senate Appropriations Committee docket shortly following the summer recess and will also move thereafter to a full Senate vote, and then onto Governor Brown's desk.

So here's the good news:

Before the end of August, we might see both SB 201 and AB 361 ready for Governor Brown's signature.

Stay tuned on what the Governor might do!

A Great Loss.

On the same day that the Assembly Appropriations Committee passed SB 201, we saw the passing of a giant in the California legal community. R. Bradbury Clark, 87, served as an advisor to the California Working Group on New Corporate Forms which drafted SB 201. But this was far from a crowning achievement in his amazing career.

A lawyer at O'Melveny and Meyers from 1951 until the day he passed, R. Bradbury Clark was the primary draftsman of California's General Corproation Law in 1975 and its Nonprofit Corporation Law. He served on the Executive Committee during the first year of the State Bar's Business Law Section (having served previously on the predecessor Corporations Committee) and was a recipient of the Calbar Business Law Section's Lifetime Achievement Award (along with another advisor to the Working Group, Marshall L. Small). (Given how Mr. Clark never mentioned his Purple Heart with Oakleaf Cluster and two Bronze Stars for his service in World War II and his valor at the Battle of the Bulge, I'm guessing that awards such as these were greeted with great humility.)

R. Bradbury Clark represented a great legal mind, but more importantly, a wonderful person who cared deeply about the legal profession and how the law could keep pace to allow for the best of what humanity might achieve. His devoted service in advising on the drafting of SB 201 was simply one small manifestation of the man's remarkable life.

He will be missed!


*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

© R. Todd Johnson, 2011. Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.



Thursday, July 7, 2011

The Weekly Update on California's FPC and Benefit Corporation

Last week, Sacramento took additional steps towards the ultimate passage of the Flexible Purpose Corporation (SB201) and the Benefit Corporation (AB361). 

SB201 Flexible Purpose Corporation

The Flexible Purpose Corporation came closer to reality last week when the Assembly's Judiciary Committee passed the legislation out of committee on June 28, by a vote of six to three.  The bill has one last stop in the Assembly Appropriations Committee, having already passed the Assembly's Banking and Finance Committee on June 20 by a vote of nine to zero.

At the same time, behind the scenes, the author of the legislation (Senator DeSaulnier) has been in discussions with the California Attorney General's Office and it seems that there may be one last amendment to the bill before passage. (The change would be a technical change making clear that nothing in the legislation is intended to limite the AG's authority when charitable trusts are created.)

Nevertheless, there seems a strong possibility that SB201 could pass the Assembly and head to Governor Brown's desk by the end of the month.  Those working on the legilsation expect passage, given the support, including from the Corproation's Committee and the Nonprofit and Unincorporated Organizations Committee of the Business Law Section of the State Bar of California. Assuming it were signed into law, practitioners can expect a January 1, 2012 effective date, at the worst.

AB361 Benefit Corporation

The Benefit Corporation also moved closer to reality last week, with passage out of the Senate's Banking and Financial Insitutions Committee by a vote of five to one on June 29.  The bill then passed out of the Sentate's Judiciary Committee by a vote of four to zero this week (on July 5) and is bound for its last stop before a Senate vote, at the Appropriations Committee.

No word yet on amendments to AB361 that might be undertaken, given the opposition to the bill by the Corporation's Committee of the Business Law Section of the State Bar of California.


*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

© R. Todd Johnson, 2011. Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.