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54 Sw. L. Rev. 117 (2025)
Unbecoming Public Benefit Corporations

handle is hein.journals/swulr54 and id is 125 raw text is: UNBECOMING PUBLIC BENEFIT CORPORATIONS Brett McDonnell* I. THE BOOK'S MAIN POINTS Becoming a Public Benefit Corporation by Michael B. Dorff is a strong, useful book, clear and well-written. Addressed in good part to entrepreneurs and investors, its sub-title encapsulates much of its core message to them: Express Your Values, Energize Stakeholders, Make the World a Better Place.2 I see the book as making two core points. First, benefit corporations are a reasonable legal form for entrepreneurs and investors to adopt. Second, this new legal form may help companies do a better job of behaving in a socially responsible way, though this point is less certain than the first, and benefit corporations do not do as much as they might to encourage better behavior.4 In particular, benefit corporation statutes provide good tools for reinforcing responsible behavior in companies already inclined to behave well but not good tools for enforcing responsibility in less well-motivated companies.' I think all these points are largely correct. And yet, I think they tell a story that is more dispiriting for the usefulness of benefit corporation statutes than Dorff believes. * Dorsey & Whitney Chair and Professor ofLaw, University ofMinnesota Law School. Thank you to Michael Dorff for helpful discussions and to Paul Rubin for useful comments on a previous draft. 1. MICHAEL B. DORFF, BECOMING A PUBLIC BENEFIT CORPORATION: EXPRESS YOUR VALUES, ENERGIZE STAKEHOLDERS, MAKE THE WORLD A BETTER PLACE (Eric Nee & Johanna Mair eds., 2024). 2. Id. 3. Id. at 213-14. Chapter 6 makes the point at length for entrepreneurs, and Chapter 7 makes it for investors. 4. Id. at 214. 5. Id. at 5. 117