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).

The course introduces monopoly regulation from an economics perspective. It explores critical questions such as: What structural characteristics give rise to a "natural monopoly," necessitating regulatory intervention beyond traditional competition law? What are the principles guiding price regulation (efficient pricing rules with budget constraints, variable demand, multi-product or multi-market firms)? How can regulatory challenges stemming from information asymmetry between regulators and monopolies be effectively addressed? How should access to common essential facilities by competing providers be priced?

The course analyzes a number of case studies, spanning "traditional" public utilities (water and transportation) and "new" sectors such as payment systems and digital platforms regulation.