Social profit-vennootschappen: naar een theoretisch kader en adequate regulering

In the last three decades, legislators across the globe have enacted laws concerning companies that commit, in their articles of association and/or through their company form or type, to pursue both the distribution of profits to shareholders and one or more social purposes. These ‘social profit companies’ could contribute to tackling some of the most urgent challenges of our time by harnessing the demand for prosocial organizational behavior among their investors and other stakeholders. Whether and to what extent they will be able to deliver on this promise, however, remains uncertain because these often very different new forms remain poorly understood, both theoretically and comparatively. This doctoral thesis contributes to the emerging field of social profit company law by using law and economics to identify the need for these laws and to conceptualize the governance of social profit companies, before engaging in a functional comparative evaluation of social profit company laws from five different jurisdictions. First, it develops a theoretical framework to explain the need for and the functions of social profit company laws. This explanatory framework is grounded in transaction cost theory, draws heavily on relevant empirical evidence and is based on an analysis of the conventional company laws of France, Germany, Italy, the Netherlands, the United Kingdom, the United States and Belgium. Second, to address the relatively widespread fear of purpose washing and the lack of an established theoretical framework to study social profit company governance, the thesis outlines a specific principal-agent framework tailored to the specificities of social profit companies. Drawing on agency theory, on stewardship theory and on how principal-agent theory is applied to nonprofit organizations, this framework seeks to precisely identify the risks of additional agency costs associated with social profit companies. Third, the thesis uses the developed theoretical frameworks to compare and evaluate the adequacy of the laws on US benefit corporations, Italian società benefit, French sociétés à mission, UK community interest companies and Belgian certified social enterprises. This functional comparison among others identifies and concretizes the often overlooked impact of conventional company law, which applies unless the few provisions of social profit company laws provide otherwise. This fills a critical void by providing pioneering interpretations of standards which are critical to assess the adequacy of social profit company laws, such as the duties (not) owed by shareholders. In addition, the thesis actively engages with the available empirical evidence from various social sciences and provides novel empirical evidence.