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CHOOSE YOUR OWN MASTER
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recognizes that the shareholder wealth maximization norm is engrained into our culture and into the minds of many decision makers.79 While some may argue that the shareholder wealth maximization norm is a myth or at least rarely enforced, the norm is a powerful one and seems to have persistently impacted common perception about the duties of the directors of traditional corporations.80 II. SOLUTIONS FOR SOCIAL ENTERPRISE If the purported problem is overemphasizing shareholder wealth maximization by directors —whether because of law, myth, perception, or norm —social enterprise attempts to provide a solution by increasing the emphasis on the concerns of other corporate constituents. A. Pre-Existing Solutions Legal solutions for social entrepreneurs predate 2008, the year the initial social enterprise statute was passed in the United States.81 First, limited liability companies ( “LLCs ”) are famously flexible, and operating agreements can be altered to meet the needs of social entrepreneurs.82 Second, entrepreneurs with a social bent could use affiliated foundations or nonprofit entities along with for-profit entities to effectuate their objectives.83 Third, some state statutes already explicitly allow a social or objective out of many ”). Professor Stout also takes issue with the argument for shareholder wealth maximization as a normative matter. 79. Id. at 3 (stating that “[s]hareholder value thinking is endemic in the business world today ”). 80. See Sneirson, supra note 33, at 545. 81. See J. William Callison & Allan W. Vestal, The L3C Illusion: Why Low-Profit Limited Liability Companies Will Not Stimulate Socially Optimal Private Foundation Investment in Entrepreneurial Ventures, 35 VT. L. REV. 273, 273 (2010) (stating that “Vermont enacted the Nation ’s first ‘low-profit limited liability company ’ (L3C) legislation in 2008 ”). See generally VT. STAT. ANN. tit. 11, §§ 3001(27), 3005(a)(2), 3023(a)(6) (West 2010). 82. See, e.g., Brewer, supra note 4, at 680 (noting the increasing use of LLCs by social entrepreneurs); LARRY E. RIBSTEIN, THE RISE OF THE UNCORPORATION 7 –9 (2010) (discussing the flexibility of uncorporations, including LLCs). 83. Chick-fil-A, Starbucks, and Google are a few of the major corporations that use both profit and nonprofit entities to achieve their ultimate objectives, which include certain social goals. Chick-fil-A founder and CEO, Truett Cathy, also founded the WinShape Foundation, which offers foster care services, college scholarships, marital support, and outdoor camps for children. See WINSHAPE FOUNDATION, http://www.winshape.com/ (last visited Nov. 11, 2012). The WinShape Foundation is listed on Chick-fil-A ’s website and appears to be closely connected to the corporation. WinShape Foundation, CHICK-FIL-A, http://www.chick-fil-a.com/Company/Winshape (last visited Nov. 11, 2012) [hereinafter, WinShape Foundation, CHICK-FIL-A]; Starbucks Foundation, STARBUCKS, http://www.starbucks.com/responsibility/ community/starbucks-foundation (last visited Nov. 11, 2012) (The Starbucks Foundation was founded in 1997 to fund literacy programs. The foundation has expanded to serve a variety of social and environmental needs.); GOOGLE FOUNDATION, http://www.google.org/foundation.html (last visited Nov. 11, 2012); GOOGLE.ORG,