This seminar explores the legal frameworks and challenges associated with various governance structures of social enterprises, benefit corporations, hybrid, and other organizations in the context of innovation and impact. The example of OpenAI, a company that operates as a combination of a non-profit with a for-profit subsidiary, illustrates that governance choices can play a critical role in the development of organizations.

Using BCE Inc. v. 1976 Debentureholders as a starting point, students will examine the theoretical debates, legal issues, regulatory environments, and ethical considerations shaping such organizations across different jurisdictions, in particular in Canada, United States, and China. Case studies will help examine topics such as the impact of governance on mission formation, transition from founder-dominated to diversified governance structures (Wikipedia and Alibaba) and the optimal alignment of financial and social incentives (ESG and impact investing). The seminar will also touch on recent developments of unique legal regimes including benefit corporations (Patagonia) and long-term benefit trusts (Anthropic).