Chapter 05 – How to Form a Business
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9 General Electric 146,231.0
10 Valero Energy 137,758.0
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BENEFIT CORPORATIONS REDEFINE BOTTOM LINE
In the textbook we highlight one of economics’ age–old conflicts: are a company’s greatest stakehold-
ers their investors or society in general? For more than a generation of Wall Street operatives, the answer to
that question has doubtlessly been the former. But while this strategy has yielded unprecedented profits for the
financial sector, its frequent ruthlessness has driven many modern businesspeople to embrace altruism in re-
sponse. For instance, Namaste Solar co-founder and CEO Blake Jones gives 20 percent of the company’s after–
tax profits to charity.
While Namaste’s commitment to corporate social responsibility no doubt makes Jones proud, his
company’s giving spirit also puts him a little on edge. Due to corporate governance laws, all it would take is
one disgruntled investor for Jones and Namaste to end up in court fighting accusations of poor business prac-
tices. After all, the prevailing mode of thought in business today is that companies should do all they can to
maximize profits. If a company fails to do so, stakeholders can feasibly sue the company for negligence and
put the entire operation in jeopardy. That means Jones will have to be careful to look for sympathetic investors
as he expands his business, perhaps putting him at a disadvantage against other up-and-coming companies.
Then again, maybe Jones will get lucky and his home state of Colorado will soon pass a law recogniz-
ing the existence of “benefit corporations.” This new type of corporate structure has been adopted by more
than a dozen states seeking to provide legal protection for altruistic companies like Namaste. So far more than
200 for-profit companies have adopted the benefit corporation distinction, allowing them to specify their social
and environmental objectives in corporate charters and bylaws. Similar legislation has been slow to pass in
more states due to the difficulty in defining exactly what a benefit corporation should be. Since businesses
could apply for a “benefit” distinction only to brighten their reputation, some laws stipulate that benefit com-
panies donate a specific percentage of their profits. However, critics of this system feel businesses could be
shackled to their giving duties even if it becomes unprofitable. As of this writing, Colorado has yet to perfect
their version of the bill, which financial experts suspect could become the template for this type of legislation
in the future.iv
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QUIZNOS COLLAPSES WHILE OTHER CHAINS SUCCEED
Over the past few years sandwich chains like Subway and Jimmy John’s have flourished as many
Americans try to eat healthy without sacrificing convenience. But while Subway boasts more than 26,000
locations in the U.S. with another 15,000 abroad, its once fierce competitor Quiznos has shuttered 3,000
stores over the last five years. Difficulties with franchisees and increased costs have seen the sandwich
chain sink nearly $600 million in the hole.
After peaking in 2008 with more than 5,000 stores across the country, Quiznos eventually became
trapped in a downward spiral from which it could not be freed. For years franchisees complained about
the steep rates charged by corporate for food and supplies. In fact, throughout the 2000s Quiznos was on
the receiving end of no fewer than five class-action lawsuits filed by franchisees. Although these cases
were all settled out of court, sky-high overheads coupled with decreasing sales led many stores to close.
Quiznos eventually relented and dropped supply costs, but by then it was too late. With fewer locations
paying into a national marketing fund, brand promotion became scant and even more stores shuttered.