Mission, governance, and accountability of Benefit Corporations: towards a commitment device for achieving commercial and social goals

Benefit corporations (BCs) are profit-with-purpose organizations regulated by a legal framework for establishing explicit commitments in terms of multi-stakeholder governance and accountability structures. We comprehensively analyze the theoretical alignment of four concepts (ownership, mission, governance, and accountability) to explain the legal rationale for BCs’ unique corporate form. However, the boundaries of BC legislation are blurry, leaving them open to top-down governance arrangements and weak accountability. To explore this ambiguity, this paper investigates whether BCs implement a de facto (i.e., beyond the letter of the law) multi-stakeholder structure with governance models and downward accountability mechanisms that balance different stakeholders’ interests, instead of focusing only on shareholder profits. This further highlight the soft boundaries imposed by the BC regulatory framework and suggests that more work is needed to explore the relationship between governance models that differently balance stakeholders’ claims and the firm’s social performance.