The Grunin Center publishes an annual report that evaluates the state of social enterprise and the law in the United States. The report generally examines the challenges in defining the field of social entrepreneurship and impact investing, legislative developments in the United States with respect to forms of legal entities that are available to social entrepreneurs, and the role of US legal education in training a new generation of lawyers knowledgeable about the field of social entrepreneurship and impact investing.
This research project is generously funded by the Tepper Family. We would like to extend our gratitude to the Tepper Family, with particular thanks to Marvin Tepper ’58, Elise Tepper, Jacqueline Tepper ’90, Edward Tepper, and Shelley Tepper.
2023-2024 Report
This report describes the continued shift among states in 2023 from adopting new legal forms or amending existing social enterprise legislation to incentivizing use of these new forms. It provides a deep dive look at two recent bills in Oregon and Massachusetts that offer specific incentives to companies that incorporate in these states as benefit corporations. The report also describes further erosion in interest in the L3C form – by states and by social enterprises. It describes Rhode Island's attempt to repeal the L3C form, and it provides a case study of a social enterprise that transitioned from being incorporated in North Carolina as an L3C to incorporating in Delaware as a C-Corp. This case study further examines the social enterprise's choice to no longer make use of a specialized legal form to signal its impact objectives, such as the Delaware public benefit corporation, but rather to embed its social goals in its governing documents as a Delaware C-Corp. Finally, the report provides initial findings from the ongoing legal literature review of the field of social entrepreneurship and impact investing, which, among other things, indicates a growing skepticism among legal scholars about the usefulness of specialized social enterprise forms.
Please download a copy of the 2023-2024 report.
2022-2023 Report
This report describes the continued trend of slowing legislative interest in authorizing new social enterprise forms in 2022, against the backdrop of a growing debate around the role of social enterprises and their corporate purpose. The report also highlights another slowdown, namely in the number of proxy votes advanced in 2022 to push public companies to convert into one of the specialized social enterprise forms. Related, the report looks at how a public corporation recently pointed to its decision not to convert into one of the specialized social enterprise forms as a defense in litigation over whether the corporation has a duty to undertake broader stakeholder engagement. Additionally, the report analyzes the relationship between existing social enterprise legislation and more recent ESG policy initiatives being taken in 2022 at the state level to discourage or encourage ESG investing.
Please download a copy of the 2022-2023 report.
2021-2022 Report
This report, the fifth in the series, explores the latest developments in US social enterprise law and changes to legislative priorities. The social enterprise legislative landscape in the United States has reached a crossroads. In the past decade, legislative focus has centered on the creation of new forms to accommodate social enterprises. This report highlights the impact of Delaware’s 2020 amendment to its Public Benefit Corporation statute, efforts by some states to provide financial advantages to benefit corporations, and implications these legislative initiatives may have for the future adoption of social enterprise forms.
Please download a copy of the 2021-2022 report.
2020-2021 Report
The fourth in the series, this report, which was written against the backdrop of COVID-19, describes recent shifts in the perceived role of corporations in society as they confront social inequalities that have been revealed and exacerbated by the pandemic. It explores the implications for specialized legal forms that have been created to house social entrepreneurial activities. It highlights variations taking place across the United States in legislation being adopted for these specialized legal forms. It also describes recent developments in the Delaware public benefit corporation statute, new benefit corporation statutes enacted in 2020, and the new 2020 ABA Model Legislation.
Please download a copy of the 2020-2021 report.
2019-2020 Report
The third in the series, this report seeks to describe recent shifts in the perceived role of corporations in society and discusses the implications for specialized legal forms that have been created to house social entrepreneurial activities. Additionally, this report highlights recent developments in the field as seen through the eyes of MicroVest, an impact investment fund that converted to the social enterprise form of a benefit limited liability company, and Impact Makers, one of the first benefit corporations involved in a lawsuit in the United States.
Please download a copy of the 2019-2020 report.
2018-2019 Report
The second in the series, this report seeks to capture the encouraging progress that has been made at the state level to recognize specialized social enterprise legal forms and to provide incentives for social entrepreneurship through specialized tax treatment and other public policy measures. The report also examines alternative ownership structures that have been recently adopted by companies, including social enterprises, across the United States to ensure long-term mission preservation and independence.
Please download a copy of the 2018-2019 report.
2017-2018 Report
The first in the series, this report seeks to capture some of the difficulties in defining the field, as well as the encouraging progress that has been made in law schools, academic research, and state legislation. In particular, the report describes considerations and challenges in defining the field of social entrepreneurship and impact investing, legislative developments in the United States with respect to forms of legal entities that are available to social entrepreneurs, the role of US legal education in training a new generation of lawyers knowledgeable about the field of social entrepreneurship and impact investing, and the last decade of legal scholarship in the fields of social entrepreneurship and impact investing.
Please download a copy of the 2017-2018 report.