reSET to Benefit Corps: If You're Serious, Come to CT

Kate Emery believes that social entrepreneurs must rein in their desire for financial profit. "The folks we work with have different values than mainstream business people do," she says. "People often suggest that we push to give social enterprises some kind of tax advantage. But saving money on taxes is the wrong reason for doing this."

Emery is the CEO of reSET, The Social Enterprise Trust, a Connecticut not-for-profit that works with entrepreneurs, and also the sole owner of The Walker Group, a technology consulting firm based in Farmington, Connecticut. She went to great lengths to protect her own social enterprise.

The Walker Group was growing rapidly in 2007, and Emery wanted to ensure that its profits would be divided equally between its owner, employees, and social mission. Building a company with a social mission was her life's work, and she wanted it to be her legacy. But Connecticut laws did not allow benefit corporations in 2007, so there was nothing to prevent a new owner from switching the firm back to business as usual.

Emery started The Social Enterprise Trust and gave it a "golden share" that has voting rights to prevent The Walker Group from changing its structure. Then she used one-third of Walker's profits to grow the Trust into a statewide organization for social entrepreneurs. Lobbying the state legislature for a benefit corporation law was one of its main goals.

A year ago, Connecticut became the 25th state to adopt a law allowing benefit corporations. Now 31 states have such laws, and five more are working on them. Emery proudly says that Connecticut's law is the most comprehensive.

Benefit corporations write their social missions into their charters, so investors, employees, and customers know what they're getting into. State laws differ, but almost all require the company to pursue a dual mission and release annual reports on both financial and social performance.

Connecticut's benefit corporation law is the only one with a "legacy preservation provision." This clause allows Connecticut benefit corporations to protect their status in perpetuity after they have been chartered for two years. If a benefit corporation dissolves after adopting the legacy provision, its assets must be distributed to a not-for-profit organization or to another benefit corporation that also has a legacy clause.

Not everybody thinks the legacy provision is a good idea. "Ninety-nine out of 100 lawyers would advise against taking this step," says Emery, "because it ties the hands of future boards." But Emery says that social entrepreneurs have what she calls "intentionality." They are like donors to a land trust who voluntarily give up the development rights to their land in order to preserve its natural integrity forever.

Emery worked with the Connecticut Bar Association and B Lab, the national not-for-profit that runs a rigorous social auditing program and promotes the idea of benefit corporations. "Initially, I think there was some concern about deviating from the model benefit corporation legislation that had been passed in other states," she said. "But we were able to work together to come to a consensus that some experimentation and innovation could be beneficial. “

Emery doesn't know many Connecticut benefit corporations will make their status permanent when the law allows it in October 2016. "It might not be too many," she says. "But I want Connecticut to be the social enterprise state. This gives us an opportunity to tell social entrepreneurs that if this is your intention, this is what you need to do. Come to Connecticut and flip the switch."