Peter Smith

scale, justice, judge

Capital and Control: The final two considerations for determining legal structure for your Social Enterprise.

You want to make a change with your new business venture and you’re ready to file the necessary paper work to form a legal structure, but what type of legal structure should you form? Because your idea combines for-profit considerations and nonprofit motives, you’re a little confused about whether you should form a nonprofit, a …

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law books, legal books, library

Why My Washington Bar Colleagues Should Consider District Court for Litigation in Washington State: “Tastes Great. . . Less Filing!”

Last Tuesday at the King County Bar Association’s Solo and Small Firm monthly meeting, I was reminded about the benefits of litigating civil disputes at Washington State’s District Court.  District court is an underutilized and lesser-known court of limited jurisdiction.  But after hearing what the guest presenters had to say about the district court processes, I’ve …

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rooster, chicken, male

The Latest on Washington State’s Social Purpose Corporation – Is Seattle the Capital for Social Entrepreneurship?

Over the course of my routine internet reading this past week, I came across a large number of blogs and stories regarding the Social Purpose Corporation and some creative ways to use the legal structure.  So I thought I would share. Seattle Social Purpose Corporation Meetup First, I should note that there’s a meetup in …

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earth, scion, leaf

The Difference Between a Benefit Corporation and a (certified) B-Corp

I’m often asked:  What’s the difference between a benefit corporation and a B-Corp, are they the same thing? No, these are not the same thing.  The benefit corporation is a legal structure available for incorporation in several states,[1] whereas a B-Corp is a certification granted by B-Labs, a Pennsylvania nonprofit corporation.  Think of benefit corporations …

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woman, mysterious, traveler

Why the Social Purpose Corporation is Necessary: Self-identification and Legitimacy.

Effective today, Washington will recognize a new corporate entity: the social purpose corporation.  You can learn more about this legal structure here and here (or even download the legislation’s text here).  The social purpose corporation (or SPC) is Washington State’s social enterprise; its version of the benefit corporation that has been adopted by several other …

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achievement, bar, business

Are the managers of traditional corporations “really” required to maximize profits to shareholders? A review of eBay v. Craiglist et al, in the argument supporting “hybrid” social enterprises.

Over at her blog Razesquire, Karen Raz asked an interesting question summarized as follows: where in the law does it say that traditional corporations must pursue a duty to maximize profits at the expense of social and environmental considerations? Although proponents of hybrid entities (benefit corporations, social purpose corporations, etc.) will tell you that management …

Are the managers of traditional corporations “really” required to maximize profits to shareholders? A review of eBay v. Craiglist et al, in the argument supporting “hybrid” social enterprises. Read More »

Why a start-up should use an attorney to help form their business structure from “This Week in Startups”

Here’s a question I often get: should I use an attorney when first form my company, or should I go with a web-based service, or should I do it myself? Typically, I’d recommend that you use an attorney. Web-based products tend to shoehorn young companies into a corporate structure that doesn’t make sense and they …

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conference room, table, office

The Crowdfunding Frontier; How the JOBS Act is like the Wild Wild West

Now that the President has signed the Jump-Start Our Business Start-Ups (JOBS) Act (the “ACT“), crowdfunding through the various different crowdfunding sites available, will be a legitimate source of equity financing for start-up companies. At its core, crowdfunding means raising small amounts of money from the general public (the crowd); a practice that was virtually …

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mountains, trees, fog

Washington Passes Social Purpose Corporation: Introduction to the SPC

Now that Governor Christine Gregiore has signed SHB 2239 (the “Legislation”),[1] Washington state has a for-profit business entity to offer the entrepreneur looking to make a social impact: the Social Purpose Corporation (SPC).   I previewed the Legislation here, but now it’s time to provide a more in-depth introduction to the SPC. The SPC is Washington’s …

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windmill, rural, old windmill

A new way of doing business, the Benefit Corporation Ted Talk

“Because government and nonprofits alone are insufficient to solve the world’s most pressing problems . . .” Like Jay Coen Gilbert (one of the founders of B-Labs and the Benefit Corporation) says in the video below, both government and nonprofit entities will have incrementally less resources moving forward.  Indeed, the more interconnected the world is, the …

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