Law’s Facilitating Role in the Field of Social Enterprise.

A Review of Dana Brakman Reiser and Steven A. Dean. Social Enterprise Law: Trust, Public Benefit, and Capital Markets. New York: Oxford University Press, 2017, 216 pp., $44.95 (hardback) ISBN 978-0-19-024978-6

To appreciate the contribution of Professors Dana Brakman Reiser and Steven A. Dean in their pathbreaking volume on social enterprise law, we must begin by recognizing what we are not discussing. As the authors declare: “social enterprises are not charities” (p. 165). By definition, social enterprises are businesses, and thus not subject to the nondistribution constraint so familiar to nonprofit scholars and practitioners. An impact investor seeks profit, perhaps limited because of the social mission or to redirect to a new social enterprise. But the dual motives open up the parties to the risk that their objectives will not align. Brakman Reiser and Dean examine how the law can perform a supporting function in developing trust between social enterprise entrepreneurs and potential investors (and among investors). Because investing for mission is a voluntary exchange in a situation of asymmetric information – sound familiar? – the law can enable vehicles that enhance the reliability of signals and back up pre-commitment devices.

...

Now we arrive at our topic: Given that the law is largely organized around organizational form, what happens when the participants seek both margin and mission? Accustomed to a sectoral analysis of nonprofit activity, many legal scholars and practitioners – as well as policy makers, regulators, and judges – are left discomfited by the rise of social enterprise, hybrid organizations, and double-bottom-line ventures.

https://www.degruyter.com/view/j/npf.2018.8.issue-4/npf-2017-0035/npf-2017-0035.xml