Seminar – 2 units. As businesses, investors, entrepreneurs, and philanthropists increasingly seek to combine financial returns with social and environmental goals, new organizational forms are emerging that challenge the traditional divide between for-profit corporations and nonprofits. This course explores these alternative forms and the opportunities and risks they create. We will examine public benefit corporations, perpetual purpose trusts, cooperatives, hybrid for-profit/nonprofit structures, and other forms of social enterprise. We will consider why founders and investors choose these structures; how they differ from conventional corporations and nonprofits; and how organizational design affects governance, fiduciary duties, financing, accountability, control, and exit. The course will be organized around case studies of organizations experimenting with alternative structures, including Patagonia, OpenAI, Kickstarter, and others. Through these examples, students will examine how legal form can shape capital raising, control, strategic decision-making, succession, acquisitions, and mission preservation. The course will also critically assess the limitations of these emerging forms, including questions about enforcement, accountability, investor incentives, and whether legal structure can meaningfully protect social or environmental commitments over time. Students will develop a practical framework for advising founders, boards, investors, and organizations considering alternatives to traditional corporate and nonprofit forms.
Law 215/215C Business Associations is recommended.
Final Assessment: Exam (oral exam and presentation)
Grading Mode: Letter Grading.