For-profit, non-profit, and hybrid : the global emergence of legally 'good' corporations and the Canadian experiment
University of British Columbia
Doctor of Philosophy - PhD
There are mounting expectations for corporations to play a role in overcoming barriers to sustainability and socio-economic development. The explosion of social enterprises in the last decade has spawned a new generation of alternative corporations. Legislators across the world are crafting new laws to meet growing demands from social entrepreneurs seeking legal infrastructure to house their social businesses. “Hybrid” corporations blend for-profit and non-profit legal characteristics in their design, enabling and, at times, requiring businesses to pursue dual economic and social mandates. Some hybrids have been met with relative success in their home nations, others have not. The emergence of hybrid corporations challenges the foundational principles of corporate law and shareholder wealth maximization, as well as the nature of the non-profit organization. Corporate hybridity has received little scrutiny in scholarship to date as it is a relatively new institutional phenomenon. This dissertation situates hybrids within the broader context of neoclassical corporate legal theory. The underlying hypothesis is to test whether the creation of hybrids will contribute to the advancement of the social economy to a greater extent than if such entities did not exist. Part One provides historical background on the development and evolution of the shareholder primacy model of governance, both in theory and in practice, and whether there has been global convergence of this model. It explores some of the leading critiques and counter-hegemonic discourses to shareholder primacy and limitations to its reform, as well as the challenges facing the non-profit sector and resulting global emergence of hybrid legal structures. Part Two shifts the focus to Canada, a unique country to study corporate hybridity as some international hybrid forms have been adopted or are being considered. This critical juncture in Canadian corporate history serves as a live experiment on the utility of hybrids. Using qualitative empirical data, this dissertation positions a Canadian model of corporate governance within the international dialogue, and provides early lessons on whether hybrids can serve as catalysts in growing the social economy. Implementation strategies are provided for both domestic and international legislators who are interested in creating new laws to support burgeoning social enterprises.
Attribution-NonCommercial-NoDerivatives 4.0 International
Law, Peter A. Allard School of