Gray Plant Mooty has a long history of working alongside entrepreneurial clients in the nonprofit and commercial sectors. We were one of the first firms in the Midwest to specialize in working with social enterprises; more recently, we were members of the working group that drafted Minnesota’s public benefit corporation statute.
We assist our clients with formation, initial operations, and conversion from traditional corporate forms to public benefit corporations. We are also expert at structuring relationships with other organizations, including joint ventures and combinations, counseling and advising boards of directors about fiduciary duties and mission considerations, selecting and understanding third party standards and certification, and communicating with stockholders, officers, and employees of the public benefit corporation.
But public benefit corporations are just the most recent entity choice available to socially minded entrepreneurs. We regularly advise clients in understanding and choosing corporate models that permit a company’s directors to balance the interests of stockholders with pursuing a social purpose or mission. From public benefit corporations and B-Corps, to flexible purpose corporations, low-profit limited liability companies, and yes, “plain” limited liability companies, we help our clients select the entity best suited to their goals. By combining our robust nonprofit practice with our specialty in serving entrepreneurs, we are uniquely qualified to assist entrepreneurs and organizations who seek to do well by doing good.
What is a Public Benefit Corporation?
A public benefit corporation is, at its heart, a business corporation. The Minnesota Public Benefit Corporations Act (the Act), effective January 1, 2015, is designed to function in tandem with the existing Minnesota Business Corporations Act, and as a result, most of the statutory provisions and case law interpreting the Business Corporations Act will apply to public benefit corporations. However, a public benefit corporation elects to be defined by a number of distinguishing characteristics:
What a Public Benefit Corporation Isn’t
Forming a public benefit corporation may provide helpful clarity to business owners, directors, shareholders, and the public concerning a business’s operating mission, but there are some important considerations that the Act does not attempt to address:
Gray Plant Mooty is recognized as one of the leading corporate law firms in Minnesota and one of the top franchise firms in the world. Our roots go back to 1866. Today, we are a full-service firm with nearly 180 attorneys and offices in Minneapolis and St. Cloud, Minnesota; Washington, D.C.; and Fargo, North Dakota.