Posts Tagged ‘sustainable corporation’

Oregon law gives teeth to business sustainability

Oregon has opened its doors to a new kind of corporation. In a bill passed by the Oregon Legislature in 2007, businesses can state in their Oregon articles of incorporation they will operate with equal regard for environmental, social and shareholder impact. It appears Oregon is the first state to adopt such a law. And according to The Oregonian:

It’s not an empty gesture. One of the principles of business law is that corporations must act in the best interests of their shareholders. Some courts have narrowly interpreted that to mean companies must act only to maximize profits, even if the action runs roughshod over wider community interests.

It will be fascinating to see where this little publicized change in Oregon’s corporate governance laws will lead. Last spring, I heard a presentation from the founders of B Corporation, an organization whose aim is the widespread formation of corporations acting on behalf of all stakeholders (environmental, community, employee, supplier), not just shareholders. Oregon’s new law gives legal teeth to efforts such as this. According to Oregon Lawyers for a Sustainable Future, which drafted the legislation (HB 2826),

The statute makes it clear that anyone forming an Oregon corporation can include a provision in the
articles authorizing or directing the corporation to be operated in a sustainable manner. Moreover, any
existing Oregon corporation can take that step by amending its articles of incorporation, which will
then govern operations after the date of the amendment.

Under such a provision, corporate officers will be directed or authorized to make decisions that adhere to a triple bottom line (people, planet, profits). How this will all play out is anyone’s guess. Ideally, we will see businesses throughout Oregon adopting the triple-bottom-line standard for governance. And perhaps even a rush of out-of-state companies that want to incorporate here so they can legally act out of concern for more than maximizing shareholder return. But how long might it be before powerful investment groups challenge Oregon’s amended corporate code in the courts? Or an individual company is sued by shareholders for failing to act in their best interests while making decisions that benefit other stakeholders? Conversely, will the adoption of these sustainability provisions leave businesses vulnerable to lawsuits from other stakeholders who claim the business is failing its environmental and social responsibilities?

Legal issues aside, I’m anxious to see how companies that adopt these new governance provisions actually behave. Will their conduct be measurably different from shareholder-centric companies? When push comes to shove, will they make decisions that reduce short-term corporate profits or shareholder return out of an obligation to the environmental or social common good?

The Oregon lawyer group behind HB 2826 acknowledges “profitability is built into the DNA of a corporation.” The question for Oregon, and the rest of the country, is whether the truly sustainable corporation is even genetically possible. Thanks to the Oregon Legislature, we’re about to find out.