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Podcast: Boardroom Governance with Evan Epstein
Episode: Frederick Alexander: Benefit Corporations, B-Corps and the Shareholder Commons.
Description: Start of interview [1:38]Rick's "origin story" [1:55]His "traditional" corporate law practice for 25 years with Morris Nichols in Delaware ("the core of our advice followed two simple rules: shareholders get to elect the directors, and directors run the company for the benefit of those shareholders... all the rest is commentary") [3:45]How his focus changed in 2010 with B Lab's effort to push legislation in DE on benefit corporations [5:45]How B Lab's benefit corporations proposal differed from "constituency statutes" [07:50]Three sets of cases worth thinking about: 1) Pre-constituency statutes (shareholder primacy); 2) Constituency statutes ("it's a may, not a shall"); 3) Benefit corporations (only one case...