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Maryland Benefit Corporation Act
                The State of Social Enterprise in Maryland


                                                                  Smith School of Business
                                                                            January 2013




                           Booz Allen Hamilton Business Confidential and
                                   Proprietary – Internal Use Only
Prepared by MBA Consultants Megan Burkhart, Ana Castro, Adrian Sanchez
                                                                                             0
Forward
   Written by Amy Kincaid of ChangeMatters

It seems like not a week goes by without someone asking me: How many benefit corporations are there?
What kinds of businesses do it, and why? I can answer only anecdotally, in my opinion, and in my own
experience as a Benefit LLC because, I explain, this is all still so new, we just don’t really know for sure.

About a year ago, Guillermo Olivos, Assistant Director of University of Maryland’s Center for Social Value
Creation asked me these questions between sessions at their annual conference. He and I got to talking about
what a shame it was that there didn’t seem to be any system set up to track basic data on the companies set
up under these new laws establishing new corporate structures for environmentally and socially responsible
businesses. Without some baseline soon, we thought, it would be hard to figure out answers in the future to
more meaningful questions such as are these companies growing and good for neighborhood economies,
does the legal structure help or hurt companies, are the numbers growing, what difference do they make to
local economies or state revenue, are they enriching and enhancing community development? Maybe,
Guillermo said, we could do a study project.

So, over the summer, we came up with the framework for a discrete and relatively modest semester project to
gather information from and about the benefit companies and analyze implementation of the laws so far. He
recruited three University of Maryland MBA students: Megan Burkhart, Ana Castro, and Adrian Sanchez. I set
out general questions and inquiry areas, provided leads and links to resource people and information, but then
stepped out of the students’ way. The investigation and analysis are theirs.

The result is this report—the first investigation of the Benefit Corporations and Companies filing in the first two
years in the first state that passed the laws.


                                  Booz Allen Hamilton Business Confidential and
                                          Proprietary – Internal Use Only
                                                                                                                 1
Forward
   Written by Amy Kincaid of ChangeMatters


My own view is that the laws establishing Benefit Corporations and Benefit LLCs are part of a larger
movement toward conscious capitalism; ―common good enterprise,‖ or balanced business leadership. My
consulting firm, ChangeMatters, works exclusively in this area to provide planning, training, and funding
assistance. We work with common good enterprises that have traditional, benefit, and nonprofit structures.
Currently, we have clients and projects from Maryland to Mississippi, even Mozambique. The alliteration just a
coincidence, but the projects each connect enterprise to community economic development. My goal is to
promote positive, sustaining community and economic development through increased social enterprise and
socially responsible small business.

The leadership demonstrated by the state of Maryland, in stepping out front to try new corporate forms, can
be extended and enhanced, and can make a difference in building more sustainable - and community-
sustaining - local enterprise. I believe this will happen best as more is done via the private sector working with
state government to fill in the gaps of responsibility, accountability, connectivity, strategy, and funding.

This report represents a modest first step towards setting baseline data and providing analysis of the initial
implementation. My hope is that this the report offers insight to this exciting and evolving economic field. I am
grateful to the research team, to their advisor David A. Kirsch, to the Center for Social Value Creation and the
Robert H. Smith School of Business at University of Maryland, and to the entrepreneurs and resource people
who participated in surveys and interviews. Here’s to furthering a vibrant and dynamic social enterprise,
innovation, and socially-responsible business sector in Maryland, the mid-Atlantic region, and the nation.



                                               Amy Kincaid, Founder and Principal, ChangeMatters, Benefit LLC
                                  Booz Allen Hamilton Business Confidential and                January 2013
                                         Proprietary – Internal Use Only
                                                                                                                 2
Research Summary
   Written by MBA Student Consultants

Introduction
Maryland was the first mover in the nation to pass a Benefit Corporation law, and continues to be the only
state with a Benefit LLC option. A number of other states have followed with their own laws, and in some
cases, additional elements related to implementation. Our findings suggest that implementation of the law has
not fully differentiated the benefits of becoming a legally recognized Benefit Corporation from those of
organizations holding a B-Corps certification issued by the private nonprofit organization B Lab. The innovation
of creating an LLC option has proven to be attractive to entrepreneurs in the state, and serves now as a key
differentiator for Maryland.


The goal of this project was to provide ChangeMatters and the State of Maryland with a comprehensive
analysis of Maryland’s new Benefit Corporation/LLC companies and provide insight about the growing socially-
responsible business sector; to better understand incentives for businesses to operate as Benefit
Corporations/LLCs; to learn best practices from states that have had more tangible successes; and identify a
way to measure the legislation’s effect in the state. Throughout the analysis we worked to identify common
characteristics of participating organizations; incentives (actual or perceived) for electing to register as a
Benefit Corporation/LLC; measurable results realized by implementing organizations and/or metrics to track
impact as more data becomes available; and best practices from other states in steering similar legislations.




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                                         Proprietary – Internal Use Only
                                                                                                             3
Research Summary
   Written by MBA Student Consultants

Methodology
To achieve these goals, we conducted a research study, in partnership with ChangeMatters, on the legislation
and key players, including a local and national analysis, and conducted interviews and a survey among
companies filing under the Act. We identified and analyzed the filling procedures, enforcement strategies,
incentives, and overall strengths and weaknesses of implementation, which allowed us to evaluate the
effectiveness of the legislation in its first two years. As implementation is still in its early stages, we faced
limited data, but were able to leverage expert observations and research to help frame our findings in a more
actionable way.


Key Findings
Today, organizations filling as Benefit Corporations primarily realize intangible benefits that are not entirely
aligned with the State’s expectations of the legislation’s value. Legislative framework states a dual goal that
companies filing under the act are required to implement: ―Create a general and specific public good while
maximizing the company’s profit (without sacrificing benefits of any stakeholder).‖ Organizations filling under
the act already consider that mandate as their primary founding objective, clearly stated in the companies’
vision, core values, and mission statement. Within current Maryland agencies and initiatives are opportunities
to promote a better alignment of incentives to increase the interest and involvement in the legislation, such as:
   Exposure and community recognition
   Visible branding opportunities (e.g., consortiums and public events)
   Procurement and RFP preference, general advocacy and specialized support


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                                         Proprietary – Internal Use Only
                                                                                                               4
Research Summary
   Written by MBA Student Consultants


Implementation
National adoption of the Benefit Corporation Act has been an initiative of B Lab, which created the model law.
Local success of this initiative relies on the active support of government and third party entities, such as
lawyers, consultants, marketing agencies, and certification institutions. At this early stage in the legislation, an
increase in active participation of the Senate and state administrative agencies to support education,
advocacy, and implementation, by leveraging existing communication channels and third parties involved, will
help ensure Maryland’s position as an innovative and successful national leader in this evolving space. Our
findings suggest the following discussion points to guide a more active implementation network:


Discussion Points

 What existing initiatives and frameworks could support a better alignment of incentives?
   – Procurement preference supporting the Benefit Corporations network
   – External branding opportunities and community recognition

 How can the State leverage locally-grown innovation to formalize the audit process and and ensure
  legislative success?
   – Align with local certification agencies (e.g., Montgomery Country Green Business Certification)
   – Enforce regular filing of benefit reports to attract impact investors to Maryland



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                                                                                                                 5
Research Summary
   Written by MBA Student Consultants

Discussion Points (continued):

 Who can create consistent messaging to stakeholders, and can this be made available?
   – Promote certified training and advisory documents, templates, language
   – Empower and leverage centers of influence to provide specialized support for Benefit Corporations

 How can Benefit Corporations be included in the Economic Development Strategy in order to position
  Maryland for innovative and sustainable economic growth?
   – Support innovative, effective, and active implementation networks in the state
   – Increase financial capital by highlighting Maryland to investors, who are already attracted to the state
     stats for entrepreneurship (4th in fast-growing firms).


Conclusion
This first look at the Maryland Benefit Corporation Act revealed a network of innovative, passionate, engaged,
motivated, and dedicated entrepreneurs, from a wide variety of sectors. It also uncovered a network of
professionals and agencies well-positioned and ready to support these entrepreneurs. Since its bold first step
as a national leader in this movement, Maryland has continued to expand its focus on innovative,
entrepreneurial, locally-focused and sustainable initiatives. As other states rapidly follow its lead, Maryland
has the unique opportunity to leverage its existing resources to support the implementation of the Benefit
Corporation Act, and retain its position as a national leader in its successful implementation.

                                                                        Megan Burkhart, Ana Castro, Adrian Sanchez
                                                                                                      January 2013
                                 Booz Allen Hamilton Business Confidential and
                                         Proprietary – Internal Use Only
                                                                                                                6
Contents

 Introduction to the Benefit Corporation Act

 Incentives

 Implementation

 Recommendations




                                                7
The evolution of a corporation’s role in                                Foundation of US
                                                                                            1819
society has evolved over two centuries                                      Corporations

                                                                            Corporations
Original sole purpose of corporations:                                   Granted Citizen   1868
                                                                               Privileges
 maximizing profits for shareholders

Allocation of funds for public good considered                  Economic Regulations       1905-1930s
                                                                           Invalidated
 a form of inappropriate tax on shareholders,
 with non-measurable results
                                                                           New Corporate    1940s-1960s
Importance of all stakeholders rather than                                  Regulations

 just shareholders emerged; reciprocal
 impact of people, planet, profit leads to                           Corporate Social       1970s
 corporate social responsibility                                Responsibility Emerges


                                          people                          Corporations      1980s-2000s
                                                                   Experiment with CSR

                                   planet         profit
                                                                            New Corporate   2010s
                                                                        Structures Emerge
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12 states have adopted Benefit Corporation legislation since
its introduction in 2010 – Maryland was first

                                                                 State            Date Passed
                                                                 Maryland         April 2010
                                                                 Vermont          May 2010
                                                                 New Jersey       March 2011
                                                                 Virginia         March 2011
                                                                 Hawaii           July 2011
                                                                 California       October 2011
                                                                 Illinois         August 2011
                                                                 New York         December 2011
                                                                 Louisiana        May 2012
                                                                 South Carolina   June 2012
                                                                 Massachusetts    July 2012
                                                                 Pennsylvania     October 2012
                                                                 Washington, DC   December 2012

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Maryland pioneered Benefit Corporation legislation, and is the
only state allowing for Benefit LLCs

 Senate Bill 690 signed into law                              Industries Represented
                                                            MD Benefit Corporations/LLCs
  October 1, 2010

 Currently 39 MD companies                                                       Retail
  filing under the Act                                               9%           Food & Bev
   – 23 Benefit LLCs                                      28%
                                                                          18%     Consulting
   – 16 Benefit Corporations
                                                                                  Community
 Competitive advantage: The                             9%             12%       Energy
  LLC allowance is best suited                                    15% 9%          Financial
  for small businesses; filing                                                    Other
  articles of amendment is costly
  and time-consuming

 Attracting a wide variety of
  industries                                  “Maryland may be at the forefront of the
                                              transformation of capitalism. We’re certainly
                                              becoming the Delaware of benefit corporations.”
                          Booz Allen Hamilton Business Confidential and - Senator Jamie Raskin, 2010
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Maryland Benefit Corporations represent a wide variety of
    industries, suggesting cross-sector demand for legislation


Industry         Food and                                                     Technology              Marketing &
                                               Energy
                 Beverage                                                                             Consulting




Companies




Public Benefit                     ―…committedtopromoti
      focusonhelpinghealthcare ng solutions to today’s ―providing…beneficial                     ―providing pro-bono
      facilitiesbringfresh,        biggest environmental                                         workfornonprofitswhowo
                                                                 products or services and
      locallygrownorproducedfo     challenges –                                                  uldotherwisenothaveacc
                                                                 promoting the
      odtothecommunitiestheys      climatechange and air                                         esstoquality marketing
                                                                 advancement of
      erve                         pollution.‖                                                   and brandingservices.‖
                                                                 knowledge‖
                   HealthyMarkets            CleanCurrents
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Despite its early success, Maryland is no longer making
innovative strides to lead the nation in this legislation

 Misalignment of incentives with participating organizations
   – Goals of companies and legislation are fundamentally different
   – Primary types of companies: 1) Community-focused organizations
                             2) Startups with a desire to make an impact
   – Many corporate goals can be achieved via third-party certification rather than legislation


 Low level of consistent, active implementation
   – Requires active participation from all stakeholders to be successful
   – Lack of understanding among the general public, investors, and potential Benefit Corporations
   – Information gap at critical touch points for small businesses


 Results of passive implementation in Maryland
   – Diminished national recognition as an innovative leader in common good entrepreneurship
   – Missed opportunities for added financial capital from impact investors
   – Missed opportunities for nonprofits to transition to appropriate revenue-generating model
   – ―Greenwashing‖ among filing organizations, as requirements are not fulfilled


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What could be considered to help the Benefit Corporation Act
become a more attractive and effective legislation?


                        Better Aligned Incentives




                        Formalized Audit Process




                Consistent Messaging to Stakeholders




             Inclusion in Economic Development Strategy




                 Booz Allen Hamilton Business Confidential and
                         Proprietary – Internal Use Only
                                                                 13
Contents

 Introduction to the Benefit Corporation Act

 Incentives

 Implementation

 Recommendations




                                                14
Organizations are primarily filing under the Act to be
recognized for their principles within their community

             Reported Benefits for Filing as a Benefit Corporation/LLC
                        scale of 1 (strongly disagree) to 5 (strongly agree)

                                              0              1           2     3           4

       Collaboration with other Benefit
                          Corporations

               Community Recognition

    Branding as a Socially Responsible
                             Company

    Increasing Employee Engagement

       Justifying Financial Decisions to
                           Stakeholders



                               “I would rate all of the benefits a 1 or 2 since there are no
                               tangible benefits of becoming a benefit corporation.”
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                                                                                   - survey respondent
                                                                                                   15
Among Benefit Corporations/LLCs, there is generally no
expectation of tax incentives

―The potential financial benefit offered by the                             INFORMATION GAP
Benefit Corporation Act were the main drivers
                                                            Companies concerned filing as a Benefit
of filing under this legislation‖
                                                             Corporation would make tax filings more
               Strongly                                      complicated
              Agree, 0%
                                  Agree, 12%                Centers of influence are inadequately
                                                             informed to advise small businesses on
                                                             merits of legislation

                                                            Accountants and tax advisors require more
    Strongly                                                 standards and certified documents to
  Disagree, 38                                               advocate the legal designation to clients
                               Neutral, 12%
       %


                                                          “To promote existing companies to
                          Disagree, 38                    change their articles of incorporation,
                               %                          incentives must align with existing
                                                          corporate incentives.”
                                                                                   - Phil Stoler, Accountant
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Benefit Corporations/LLCs hope the Act will protect the
entity’s principles in growth phase

 Protection from potential future shareholders that might
  push to change the social mission of the organization

 The legislation provides a good route for nonprofits to
  transition to revenue-generating entities, which is
  becoming more common in this economic climate
                                                                             Big Bad Woof:
 Protection in the case of growth or expansion                            Looking forward to
   – Mergers: stability and sustainable growth                                  franchise
                                                                             opportunities,
   – Acquisition: adaptation and acceptance of new values without             knowing that
     disposing of founding principles                                      company principles
   – Franchising: enforce and embrace fiduciary commitments and              are protected
     company core values


 Alliances among Benefit Corporations/LLCs could lead
  to sustainable supply chains


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Contents

 Introduction to the Benefit Corporation Act

 Incentives

 Implementation

 Recommendations




                                                18
19
Implementation Network Map

                          MARYLAND SENATE




                   BENEFIT CORPORATION ACT




                                           Currently little
                                           specialized support


                      BENEFIT CORPORATIONS
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Implementation Network Map

                                     MARYLAND SENATE

         State Agencies:
active advocacy, communication


                              BENEFIT CORPORATION ACT


                  Statecertifiededucation, guidance and training



           LAWYERS      CONSULTANTS             MARKETING AGENCIES        CERTIFICATIONS




                                 Informed, specialized support



                                 BENEFIT CORPORATIONS
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Few organizations are actively providing specialized services
and educational resources to Benefit Corporations


         LAWYERS




         CONSULTANTS




         MARKETING AGENCIES




         CERTIFICATIONS



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Benefit corporations primarily rely on word-of-mouth
information to help guide strategy and operations

    Limited Specialized Services                                   Information Gap

   44% of respondents received help                      25% of those respondents think the
    from a third party consultant to                      services were useful in helping to
      address social benefit goals,                       achieve their social benefit goals
             requirements


 A unified message and certified resources from the state are
  recommended to engage and meet the needs of all stakeholders
   – Accountants: formalized standards, quantifying components of the law.
   – Lawyers: language guidance, implementation expectations for articles of incorporation
   – Shareholders: expectations of Benefit Report, impact audit
   – Investors: standards for impact measurement, investment decisions
   – State centers of influence: advisory documents and resource guide

                                                       “Lawyers in the region need to be more
                                                       knowledgeable to help companies work
                                                       through decisions and filing requirements.”
                           Booz Allen Hamilton Business Confidential and
                                   Proprietary – Internal Use Only           - Andrew Kassoy, B Lab
                                                                                                 23
Lessons learned from first movers have influenced
implementation in other states, attracting big players

 New Jersey: enforcing legal requirements
   – If a benefit corporation hasn’t delivered a Benefit Report for        Nationally recognized
     a period of two years, the department may prepare and file a          Benefit Corporations
     statement that the corporation has forfeited its status as a
     benefit corporation and is no longer subject to this act.


 California: available specialized support
   – Visible professional support for Benefit Corporations
   – American Sustainable Business Council advocates for the                     California
     law

 Virginia: support for small businesses
   – Visible professional support for Benefit Corporations
   – Many organizations providing financial support and services
     for Benefit Corporations, especially entrepreneurs


                                                                                  Vermont




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25
Contents

 Introduction to the Benefit Corporation Act

 Incentives

 Implementation

 Recommendations




                                                26
What could be considered to help the Benefit Corporation Act
become a more attractive and effective legislation?

                                   Better Aligned Incentives

•   Exposure and community recognition

•   Visible branding opportunities: consortiums, events

•   Procurement preferences, RFPs, advocacy


                                   Formalized Audit Process

•   Align with state third-party certification entities to increase awareness, relevance
    of the law, and to highlight innovative state procedures (e.g., Montgomery Country
    Green Business Certification)

•   Enforce annual filing of Benefit Reports to highlight impact of legislation and attract
    impact investors

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What could be considered to help the Benefit Corporation Act
become a more attractive and effective legislation?

                          Consistent Messaging to Stakeholders

•   Educate and leverage centers of influence to promote awareness, adoption

•   Certify training and advisory documents, templates, language

•   Design implementation plan (resource guide, in-house assistance, webinars,
    business directory, high-visibility marketing, etc.)

                      Inclusion in Economic Development Strategy


•   Current focus on innovative and entrepreneurial activities should include mention
    of Benefit Corporations/LLCs

•   Better implementation of legislation will help ―position Maryland for growth‖ both
    internally and within the national landscape

•   Highlight state statistics for entrepreneurship to attract financial capital from impact
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Acknowledgements
 This report was made possible by the expert insights, information, time, resources, and suggestions of
 many busy people! Our thanks especially to the many Maryland Benefit Corporations who participated
 in the survey, and shared their professional vision, goals, and experiences. Each of you has played a
 fundamental role in this first look at the Benefit Corporation Act in Maryland, and we thank you for your
 support! A special thank you to the following people, whose guidance and expertise contributed greatly
 to the framework of our research:

    Andrew Kassoy,B Lab
    James Kennefich,Working Excellence, LLC
    Michael Pirron,Impact Makers
    Laura Jordan, Lawyer
    Heather Van Dusen,B Lab
    Pennye Jones-Napier, The Big Bad Woof
    Phil Stoler, Rivlin, Lichter and Feldman
    Douglas Weisburger, Montgomery County Government
    Gary Skulnik, Clean Currents
    John Shepley, Emory Knoll Farms
    John Widrick, Ascensus Law
    Matthew Weinberg, Joshua Feira, Sarah Fielding, Kelly Marie Smith, Volunteer Advisory Board
    Guillermo Olivos, Center for Social Value Creation



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MBA Student Consultants
Robert H Smith School of Business

         Megan Burkhart graduated Cum Laude from Florida State University, and went on to begin a
         career in international development. She served as a volunteer with the US Peace Corps in
         Tanzania, then later worked with USAID in Dar es Salaam. Through this work she developed a
         passion for business as a catalyst for social change, which brought her to the Smith School to
         pursue an MBA. At Smith, Megan serves as the Executive Vice President of the local Net
         Impact chapter. Megan also works as the Financial Administrator to the DC branch of
         AmaniyaJuu, an Africa-based social reconciliation and entrepreneurship project.

         Ana Castro received her Bachelor’s Degree in Mechanical Engineering from the Simon Bolivar
         University in Caracas Venezuela. She had the fantastic opportunity of studying abroad in
         Barcelona Spain at Polytechnic Catalonia University, which allowed her to savor a different and
         exciting culture. For her, every trip is a chance to embrace the uniqueness of the place, its
         people and traditions. Ana's desire is to continue to reinforce the spirit of diversity and spark
         cultural curiosity within the Smith community.She serves as Vice President of Marketing for
         both the Latin MBA Student Association and the International MBA Association. Ana is also a
         board member of the Career Strategic Council.

         Adrian Sanchez landed at Smith after working in the HVAC industry as an Account Manager
         for Trane in Venezuela. After gathering some experience in the sales environment, he is
         looking forward to focusing his career in the business development and strategy field while
         enhancing his consulting skills. At Smith, Adrian serves as a President of the Latin American
         Student Association and the Professional Communication Club. He is also Graduate Assistant
         in the Master Programs Office. Adrian also has excelled outside of the classroom, winning the
         2012 Leadership Under Fire case competition sponsored by Net Impact and the Professional
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Academic Advisor
Robert H Smith School of Business

                  Dr. David Kirsch is Associate Professor of Management and Entrepreneurship in
                  the M&O Department at the University of Maryland's Robert H. Smith School of
                  Business. From 1996 to 2001, Kirsch held various adjunct and visiting appointments
                  at the Anderson Graduate School of Management, University of California, Los
                  Angeles. He received his PhD in history from Stanford University in 1996. His
                  research interests include industry emergence, technological choice, technological
                  failure and the role of entrepreneurship in the emergence of new industries.

                  In 2000 Rutgers University Press published his revised dissertation, The Electric
                  Vehicle and the Burden of History. His work on the early history of the automobile
                  industry has also been published in Business History Review and Technology and
                  Culture. In 2003, his co-authored article on the Electric Vehicle Company received
                  the IEEE Life Members Prize from the Society for the History of Technology. Kirsch
                  is also interested in methodological problems associated with historical scholarship
                  in the digital age. With the support of grants from the Alfred P. Sloan Foundation
                  and the Library of Congress, he is currently building a digital archive of the Dot Com
                  Era that will preserve at-risk, born-digital content about business and culture during
                  the late 1990s.

                  Selected materials are available to the public at www.dotcomarchive.org.



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Industry Advisor
ChangeMatters, Benefit LLC

                   Amy Kincaid is Founder and Principal of ChangeMatters, Benefit LLC, a social
                   enterprise consultancy that works with entrepreneurs, executives, advisors,
                   funders, and investors in both tax-exempt social enterprises and not-just-for-profit
                   socially-responsible businesses.

                   Amy has been responsible for securing over $66 million for nonprofit organizations
                   working on economic development, arts and culture, sustainability, and
                   international development in a range of organizations with budgets of less than
                   $100,000 to over $12 million and worked on several start-up organizations,
                   turnarounds, and collaborations between local businesses and nonprofit
                   organizations

                   Amy developed the grantmaking program for the 1st US-Soviet foundation;
                   worked with organizations in Russia, the Czech Republic and Slovakia, Ukraine,
                   Hungary, and Albania; built one of the earliest online employment listing services
                   (specializing in social service and social change jobs); and has presented
                   hundreds of times on planning, strategy, program design, turnarounds, social
                   enterprise, and funding.

                   Born and raised in Kansas City, MO in a family of main street entrepreneurs, she
                   now lives in a small town on the edge of Washington, DC in busy home where she
                   battles clutter and the tyranny of children’s sport and music schedules. Amy
                   serves on the Board of Directors for Pyramid Atlantic, is an exhibiting artist, and
                   curates an alternative gallery and performances at a local café.
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Partner Organizations



   ChangeMatters is a Maryland-based social enterprise consultancy that works to increase the
   effectiveness of both tax-exempt social enterprises and not-just-for-profit socially-responsible
   businesses in the US and abroad. We are connectors, communicators, and problem solvers
   with an extensive network of colleagues in the field.

   ChangeMatters is the first recognized Benefit LLC, a new designation for triple-bottom line
   companies that balance financial, environmental, and social change objectives.

   We’re committed to strengthening healthy, vibrant, and sustainable communities where
   everyone has the ability to fully participate in economic, social, and cultural development.

   For more information on this report or our work, please connect:
   www.changematters.com
   @changemtrs




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Partner Organizations
               The Center for Social Value Creation at the Robert H. Smith School of
               Business aims to create a better world through business principles. We offer
               hands-on learning opportunities, support ground-breaking research, and
               collaborate across sector to help prepare the next generation of leaders. Our
               goal is to infuse students with the ability to apply business principles in
               creative and entrepreneurial ways that co-create economic prosperity and
               social / environmental well-being. We invite you to join our journey.

               For more information:
               www.rhsmith.umd.edu/svc/- csvc@rhsmith.umd.edu- @creatingvalue


                The Robert H. Smith School of Business is an internationally recognized
                leader in management education and research. One of 12 colleges and
                schools at the University of Maryland, College Park, the Smith School offers
                undergraduate, full-time and part-time MBA, executive MBA, executive MS,
                PhD and executive education programs, as well as outreach services to the
                corporate community.

                At the Smith School of Business, we set out to provide the knowledge and
                thought leadership that transform students into agents of both economic
                prosperity and transformative social change.

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                www.rhsmith.umd.edu - @SmithSchool
                                                                                               34
Secondary Research Sources
Wall Street Journal (n.d.) With New Law, Profits Take a Back Seat. Retrieved October 12, 2012, from http://tinyurl.com/bky8yao

American Sustainable Business Council (n.d.) Promote Corporate Responsibility through Benefit Corporation Statutes. Retrieved October 12,
2012 from http://asbcouncil.org/

Kcet (n.d.) 18 Companies Register as Benefit Corporations Under New California Law. Retrieved November 1, 2012 http://tinyurl.com/b2f4dvv

The Economist (n.d.) Firms with benefits. Retrieved October 12, 2012 from http://www.economist.com/node/21542432

The Non Profit Times (n.d.) Benefit Corporation In California Meets Chill In San Francisco. Retrieved November 1, 2012 from
http://tinyurl.com/798n6dc

VentureBite (n.d.) California creates new corporation types that reward doing good. Retrieved October 21, 2012 from http://tinyurl.com/a5ffk82

BenefitCorp (n.d.) Criteria for Acceptable Third Party Standards. Retrieved October 1, 2012 http://tinyurl.com/bep9x79

Forbes (n.d.) Dealing with Trust: Why the B-Corp Legislation Offers Business a Chance to be Good Again. Retrieved Ocober 12, 2012
http://tinyurl.com/8yo4v8m

Virginia Benefit Corporations (n.d.) Everything you need to know about the new Virginia Benefit Corporation option. Retrieved Ocober 22, 2012
http://www.virginiabenefitcorporation.com/

BenefitCorp (n.d.) Global Impact Investing Ratings System. Retrieved November 1, 2012 from http://www.giirs.org./

Nj.com (n.d.) Growing community of social entrepreneurs look for ways to establish legitimacy. Retrieved November 12, 2012 from
http://tinyurl.com/aeslmft

SustainableBusiness.com (n.d.) Philadelphia First City to Offer Green Biz Tax Incentives. Retrieved October 27, 2012 from
http://tinyurl.com/a9uyqla

Virginia DBA (n.d.) Virginia Corporation asBooz Allen Hamilton Business Confidential and from http://vdba.virginia.gov/benefit_corp.shtml
                                            Social Enterprise?. Retrieved October 22, 2012
                                                  Proprietary – Internal Use Only
Reuters blog (n.d.) The promise of B-corps. Retrieved November 1, 2012 from http://tinyurl.com/7zdaoyt
                                                                                                                                         35

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Maryland benefit corporations analysis full report

  • 1. Maryland Benefit Corporation Act The State of Social Enterprise in Maryland Smith School of Business January 2013 Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only Prepared by MBA Consultants Megan Burkhart, Ana Castro, Adrian Sanchez 0
  • 2. Forward Written by Amy Kincaid of ChangeMatters It seems like not a week goes by without someone asking me: How many benefit corporations are there? What kinds of businesses do it, and why? I can answer only anecdotally, in my opinion, and in my own experience as a Benefit LLC because, I explain, this is all still so new, we just don’t really know for sure. About a year ago, Guillermo Olivos, Assistant Director of University of Maryland’s Center for Social Value Creation asked me these questions between sessions at their annual conference. He and I got to talking about what a shame it was that there didn’t seem to be any system set up to track basic data on the companies set up under these new laws establishing new corporate structures for environmentally and socially responsible businesses. Without some baseline soon, we thought, it would be hard to figure out answers in the future to more meaningful questions such as are these companies growing and good for neighborhood economies, does the legal structure help or hurt companies, are the numbers growing, what difference do they make to local economies or state revenue, are they enriching and enhancing community development? Maybe, Guillermo said, we could do a study project. So, over the summer, we came up with the framework for a discrete and relatively modest semester project to gather information from and about the benefit companies and analyze implementation of the laws so far. He recruited three University of Maryland MBA students: Megan Burkhart, Ana Castro, and Adrian Sanchez. I set out general questions and inquiry areas, provided leads and links to resource people and information, but then stepped out of the students’ way. The investigation and analysis are theirs. The result is this report—the first investigation of the Benefit Corporations and Companies filing in the first two years in the first state that passed the laws. Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 1
  • 3. Forward Written by Amy Kincaid of ChangeMatters My own view is that the laws establishing Benefit Corporations and Benefit LLCs are part of a larger movement toward conscious capitalism; ―common good enterprise,‖ or balanced business leadership. My consulting firm, ChangeMatters, works exclusively in this area to provide planning, training, and funding assistance. We work with common good enterprises that have traditional, benefit, and nonprofit structures. Currently, we have clients and projects from Maryland to Mississippi, even Mozambique. The alliteration just a coincidence, but the projects each connect enterprise to community economic development. My goal is to promote positive, sustaining community and economic development through increased social enterprise and socially responsible small business. The leadership demonstrated by the state of Maryland, in stepping out front to try new corporate forms, can be extended and enhanced, and can make a difference in building more sustainable - and community- sustaining - local enterprise. I believe this will happen best as more is done via the private sector working with state government to fill in the gaps of responsibility, accountability, connectivity, strategy, and funding. This report represents a modest first step towards setting baseline data and providing analysis of the initial implementation. My hope is that this the report offers insight to this exciting and evolving economic field. I am grateful to the research team, to their advisor David A. Kirsch, to the Center for Social Value Creation and the Robert H. Smith School of Business at University of Maryland, and to the entrepreneurs and resource people who participated in surveys and interviews. Here’s to furthering a vibrant and dynamic social enterprise, innovation, and socially-responsible business sector in Maryland, the mid-Atlantic region, and the nation. Amy Kincaid, Founder and Principal, ChangeMatters, Benefit LLC Booz Allen Hamilton Business Confidential and January 2013 Proprietary – Internal Use Only 2
  • 4. Research Summary Written by MBA Student Consultants Introduction Maryland was the first mover in the nation to pass a Benefit Corporation law, and continues to be the only state with a Benefit LLC option. A number of other states have followed with their own laws, and in some cases, additional elements related to implementation. Our findings suggest that implementation of the law has not fully differentiated the benefits of becoming a legally recognized Benefit Corporation from those of organizations holding a B-Corps certification issued by the private nonprofit organization B Lab. The innovation of creating an LLC option has proven to be attractive to entrepreneurs in the state, and serves now as a key differentiator for Maryland. The goal of this project was to provide ChangeMatters and the State of Maryland with a comprehensive analysis of Maryland’s new Benefit Corporation/LLC companies and provide insight about the growing socially- responsible business sector; to better understand incentives for businesses to operate as Benefit Corporations/LLCs; to learn best practices from states that have had more tangible successes; and identify a way to measure the legislation’s effect in the state. Throughout the analysis we worked to identify common characteristics of participating organizations; incentives (actual or perceived) for electing to register as a Benefit Corporation/LLC; measurable results realized by implementing organizations and/or metrics to track impact as more data becomes available; and best practices from other states in steering similar legislations. Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 3
  • 5. Research Summary Written by MBA Student Consultants Methodology To achieve these goals, we conducted a research study, in partnership with ChangeMatters, on the legislation and key players, including a local and national analysis, and conducted interviews and a survey among companies filing under the Act. We identified and analyzed the filling procedures, enforcement strategies, incentives, and overall strengths and weaknesses of implementation, which allowed us to evaluate the effectiveness of the legislation in its first two years. As implementation is still in its early stages, we faced limited data, but were able to leverage expert observations and research to help frame our findings in a more actionable way. Key Findings Today, organizations filling as Benefit Corporations primarily realize intangible benefits that are not entirely aligned with the State’s expectations of the legislation’s value. Legislative framework states a dual goal that companies filing under the act are required to implement: ―Create a general and specific public good while maximizing the company’s profit (without sacrificing benefits of any stakeholder).‖ Organizations filling under the act already consider that mandate as their primary founding objective, clearly stated in the companies’ vision, core values, and mission statement. Within current Maryland agencies and initiatives are opportunities to promote a better alignment of incentives to increase the interest and involvement in the legislation, such as: Exposure and community recognition Visible branding opportunities (e.g., consortiums and public events) Procurement and RFP preference, general advocacy and specialized support Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 4
  • 6. Research Summary Written by MBA Student Consultants Implementation National adoption of the Benefit Corporation Act has been an initiative of B Lab, which created the model law. Local success of this initiative relies on the active support of government and third party entities, such as lawyers, consultants, marketing agencies, and certification institutions. At this early stage in the legislation, an increase in active participation of the Senate and state administrative agencies to support education, advocacy, and implementation, by leveraging existing communication channels and third parties involved, will help ensure Maryland’s position as an innovative and successful national leader in this evolving space. Our findings suggest the following discussion points to guide a more active implementation network: Discussion Points  What existing initiatives and frameworks could support a better alignment of incentives? – Procurement preference supporting the Benefit Corporations network – External branding opportunities and community recognition  How can the State leverage locally-grown innovation to formalize the audit process and and ensure legislative success? – Align with local certification agencies (e.g., Montgomery Country Green Business Certification) – Enforce regular filing of benefit reports to attract impact investors to Maryland Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 5
  • 7. Research Summary Written by MBA Student Consultants Discussion Points (continued):  Who can create consistent messaging to stakeholders, and can this be made available? – Promote certified training and advisory documents, templates, language – Empower and leverage centers of influence to provide specialized support for Benefit Corporations  How can Benefit Corporations be included in the Economic Development Strategy in order to position Maryland for innovative and sustainable economic growth? – Support innovative, effective, and active implementation networks in the state – Increase financial capital by highlighting Maryland to investors, who are already attracted to the state stats for entrepreneurship (4th in fast-growing firms). Conclusion This first look at the Maryland Benefit Corporation Act revealed a network of innovative, passionate, engaged, motivated, and dedicated entrepreneurs, from a wide variety of sectors. It also uncovered a network of professionals and agencies well-positioned and ready to support these entrepreneurs. Since its bold first step as a national leader in this movement, Maryland has continued to expand its focus on innovative, entrepreneurial, locally-focused and sustainable initiatives. As other states rapidly follow its lead, Maryland has the unique opportunity to leverage its existing resources to support the implementation of the Benefit Corporation Act, and retain its position as a national leader in its successful implementation. Megan Burkhart, Ana Castro, Adrian Sanchez January 2013 Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 6
  • 8. Contents  Introduction to the Benefit Corporation Act  Incentives  Implementation  Recommendations 7
  • 9. The evolution of a corporation’s role in Foundation of US 1819 society has evolved over two centuries Corporations Corporations Original sole purpose of corporations: Granted Citizen 1868 Privileges maximizing profits for shareholders Allocation of funds for public good considered Economic Regulations 1905-1930s Invalidated a form of inappropriate tax on shareholders, with non-measurable results New Corporate 1940s-1960s Importance of all stakeholders rather than Regulations just shareholders emerged; reciprocal impact of people, planet, profit leads to Corporate Social 1970s corporate social responsibility Responsibility Emerges people Corporations 1980s-2000s Experiment with CSR planet profit New Corporate 2010s Structures Emerge Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 8
  • 10. 12 states have adopted Benefit Corporation legislation since its introduction in 2010 – Maryland was first State Date Passed Maryland April 2010 Vermont May 2010 New Jersey March 2011 Virginia March 2011 Hawaii July 2011 California October 2011 Illinois August 2011 New York December 2011 Louisiana May 2012 South Carolina June 2012 Massachusetts July 2012 Pennsylvania October 2012 Washington, DC December 2012 Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 9
  • 11. Maryland pioneered Benefit Corporation legislation, and is the only state allowing for Benefit LLCs Senate Bill 690 signed into law Industries Represented MD Benefit Corporations/LLCs October 1, 2010 Currently 39 MD companies Retail filing under the Act 9% Food & Bev – 23 Benefit LLCs 28% 18% Consulting – 16 Benefit Corporations Community Competitive advantage: The 9% 12% Energy LLC allowance is best suited 15% 9% Financial for small businesses; filing Other articles of amendment is costly and time-consuming Attracting a wide variety of industries “Maryland may be at the forefront of the transformation of capitalism. We’re certainly becoming the Delaware of benefit corporations.” Booz Allen Hamilton Business Confidential and - Senator Jamie Raskin, 2010 Proprietary – Internal Use Only 10
  • 12. Maryland Benefit Corporations represent a wide variety of industries, suggesting cross-sector demand for legislation Industry Food and Technology Marketing & Energy Beverage Consulting Companies Public Benefit ―…committedtopromoti focusonhelpinghealthcare ng solutions to today’s ―providing…beneficial ―providing pro-bono facilitiesbringfresh, biggest environmental workfornonprofitswhowo products or services and locallygrownorproducedfo challenges – uldotherwisenothaveacc promoting the odtothecommunitiestheys climatechange and air esstoquality marketing advancement of erve pollution.‖ and brandingservices.‖ knowledge‖ HealthyMarkets CleanCurrents Booz Allen Hamilton Business Confidential and Vera Solutions Substance 151 Proprietary – Internal Use Only 11
  • 13. Despite its early success, Maryland is no longer making innovative strides to lead the nation in this legislation Misalignment of incentives with participating organizations – Goals of companies and legislation are fundamentally different – Primary types of companies: 1) Community-focused organizations 2) Startups with a desire to make an impact – Many corporate goals can be achieved via third-party certification rather than legislation Low level of consistent, active implementation – Requires active participation from all stakeholders to be successful – Lack of understanding among the general public, investors, and potential Benefit Corporations – Information gap at critical touch points for small businesses Results of passive implementation in Maryland – Diminished national recognition as an innovative leader in common good entrepreneurship – Missed opportunities for added financial capital from impact investors – Missed opportunities for nonprofits to transition to appropriate revenue-generating model – ―Greenwashing‖ among filing organizations, as requirements are not fulfilled Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 12
  • 14. What could be considered to help the Benefit Corporation Act become a more attractive and effective legislation? Better Aligned Incentives Formalized Audit Process Consistent Messaging to Stakeholders Inclusion in Economic Development Strategy Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 13
  • 15. Contents  Introduction to the Benefit Corporation Act  Incentives  Implementation  Recommendations 14
  • 16. Organizations are primarily filing under the Act to be recognized for their principles within their community Reported Benefits for Filing as a Benefit Corporation/LLC scale of 1 (strongly disagree) to 5 (strongly agree) 0 1 2 3 4 Collaboration with other Benefit Corporations Community Recognition Branding as a Socially Responsible Company Increasing Employee Engagement Justifying Financial Decisions to Stakeholders “I would rate all of the benefits a 1 or 2 since there are no tangible benefits of becoming a benefit corporation.” Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only - survey respondent 15
  • 17. Among Benefit Corporations/LLCs, there is generally no expectation of tax incentives ―The potential financial benefit offered by the INFORMATION GAP Benefit Corporation Act were the main drivers  Companies concerned filing as a Benefit of filing under this legislation‖ Corporation would make tax filings more Strongly complicated Agree, 0% Agree, 12%  Centers of influence are inadequately informed to advise small businesses on merits of legislation  Accountants and tax advisors require more Strongly standards and certified documents to Disagree, 38 advocate the legal designation to clients Neutral, 12% % “To promote existing companies to Disagree, 38 change their articles of incorporation, % incentives must align with existing corporate incentives.” - Phil Stoler, Accountant Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 16
  • 18. Benefit Corporations/LLCs hope the Act will protect the entity’s principles in growth phase Protection from potential future shareholders that might push to change the social mission of the organization The legislation provides a good route for nonprofits to transition to revenue-generating entities, which is becoming more common in this economic climate Big Bad Woof: Protection in the case of growth or expansion Looking forward to – Mergers: stability and sustainable growth franchise opportunities, – Acquisition: adaptation and acceptance of new values without knowing that disposing of founding principles company principles – Franchising: enforce and embrace fiduciary commitments and are protected company core values Alliances among Benefit Corporations/LLCs could lead to sustainable supply chains Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 17
  • 19. Contents  Introduction to the Benefit Corporation Act  Incentives  Implementation  Recommendations 18
  • 20. 19
  • 21. Implementation Network Map MARYLAND SENATE BENEFIT CORPORATION ACT Currently little specialized support BENEFIT CORPORATIONS Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 20
  • 22. Implementation Network Map MARYLAND SENATE State Agencies: active advocacy, communication BENEFIT CORPORATION ACT Statecertifiededucation, guidance and training LAWYERS CONSULTANTS MARKETING AGENCIES CERTIFICATIONS Informed, specialized support BENEFIT CORPORATIONS Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 21
  • 23. Few organizations are actively providing specialized services and educational resources to Benefit Corporations LAWYERS CONSULTANTS MARKETING AGENCIES CERTIFICATIONS Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 22
  • 24. Benefit corporations primarily rely on word-of-mouth information to help guide strategy and operations Limited Specialized Services Information Gap 44% of respondents received help 25% of those respondents think the from a third party consultant to services were useful in helping to address social benefit goals, achieve their social benefit goals requirements A unified message and certified resources from the state are recommended to engage and meet the needs of all stakeholders – Accountants: formalized standards, quantifying components of the law. – Lawyers: language guidance, implementation expectations for articles of incorporation – Shareholders: expectations of Benefit Report, impact audit – Investors: standards for impact measurement, investment decisions – State centers of influence: advisory documents and resource guide “Lawyers in the region need to be more knowledgeable to help companies work through decisions and filing requirements.” Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only - Andrew Kassoy, B Lab 23
  • 25. Lessons learned from first movers have influenced implementation in other states, attracting big players New Jersey: enforcing legal requirements – If a benefit corporation hasn’t delivered a Benefit Report for Nationally recognized a period of two years, the department may prepare and file a Benefit Corporations statement that the corporation has forfeited its status as a benefit corporation and is no longer subject to this act. California: available specialized support – Visible professional support for Benefit Corporations – American Sustainable Business Council advocates for the California law Virginia: support for small businesses – Visible professional support for Benefit Corporations – Many organizations providing financial support and services for Benefit Corporations, especially entrepreneurs Vermont Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 24
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  • 27. Contents  Introduction to the Benefit Corporation Act  Incentives  Implementation  Recommendations 26
  • 28. What could be considered to help the Benefit Corporation Act become a more attractive and effective legislation? Better Aligned Incentives • Exposure and community recognition • Visible branding opportunities: consortiums, events • Procurement preferences, RFPs, advocacy Formalized Audit Process • Align with state third-party certification entities to increase awareness, relevance of the law, and to highlight innovative state procedures (e.g., Montgomery Country Green Business Certification) • Enforce annual filing of Benefit Reports to highlight impact of legislation and attract impact investors Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 27
  • 29. What could be considered to help the Benefit Corporation Act become a more attractive and effective legislation? Consistent Messaging to Stakeholders • Educate and leverage centers of influence to promote awareness, adoption • Certify training and advisory documents, templates, language • Design implementation plan (resource guide, in-house assistance, webinars, business directory, high-visibility marketing, etc.) Inclusion in Economic Development Strategy • Current focus on innovative and entrepreneurial activities should include mention of Benefit Corporations/LLCs • Better implementation of legislation will help ―position Maryland for growth‖ both internally and within the national landscape • Highlight state statistics for entrepreneurship to attract financial capital from impact Booz Allen Hamilton Business Confidential and investors: first state with Benefit Corporation Act, 4th in fast-growing firms Proprietary – Internal Use Only 28
  • 30. Acknowledgements This report was made possible by the expert insights, information, time, resources, and suggestions of many busy people! Our thanks especially to the many Maryland Benefit Corporations who participated in the survey, and shared their professional vision, goals, and experiences. Each of you has played a fundamental role in this first look at the Benefit Corporation Act in Maryland, and we thank you for your support! A special thank you to the following people, whose guidance and expertise contributed greatly to the framework of our research:  Andrew Kassoy,B Lab  James Kennefich,Working Excellence, LLC  Michael Pirron,Impact Makers  Laura Jordan, Lawyer  Heather Van Dusen,B Lab  Pennye Jones-Napier, The Big Bad Woof  Phil Stoler, Rivlin, Lichter and Feldman  Douglas Weisburger, Montgomery County Government  Gary Skulnik, Clean Currents  John Shepley, Emory Knoll Farms  John Widrick, Ascensus Law  Matthew Weinberg, Joshua Feira, Sarah Fielding, Kelly Marie Smith, Volunteer Advisory Board  Guillermo Olivos, Center for Social Value Creation Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 29
  • 31. MBA Student Consultants Robert H Smith School of Business Megan Burkhart graduated Cum Laude from Florida State University, and went on to begin a career in international development. She served as a volunteer with the US Peace Corps in Tanzania, then later worked with USAID in Dar es Salaam. Through this work she developed a passion for business as a catalyst for social change, which brought her to the Smith School to pursue an MBA. At Smith, Megan serves as the Executive Vice President of the local Net Impact chapter. Megan also works as the Financial Administrator to the DC branch of AmaniyaJuu, an Africa-based social reconciliation and entrepreneurship project. Ana Castro received her Bachelor’s Degree in Mechanical Engineering from the Simon Bolivar University in Caracas Venezuela. She had the fantastic opportunity of studying abroad in Barcelona Spain at Polytechnic Catalonia University, which allowed her to savor a different and exciting culture. For her, every trip is a chance to embrace the uniqueness of the place, its people and traditions. Ana's desire is to continue to reinforce the spirit of diversity and spark cultural curiosity within the Smith community.She serves as Vice President of Marketing for both the Latin MBA Student Association and the International MBA Association. Ana is also a board member of the Career Strategic Council. Adrian Sanchez landed at Smith after working in the HVAC industry as an Account Manager for Trane in Venezuela. After gathering some experience in the sales environment, he is looking forward to focusing his career in the business development and strategy field while enhancing his consulting skills. At Smith, Adrian serves as a President of the Latin American Student Association and the Professional Communication Club. He is also Graduate Assistant in the Master Programs Office. Adrian also has excelled outside of the classroom, winning the 2012 Leadership Under Fire case competition sponsored by Net Impact and the Professional Booz Allen Hamilton Business Confidential and Communications Club. Proprietary – Internal Use Only 30
  • 32. Academic Advisor Robert H Smith School of Business Dr. David Kirsch is Associate Professor of Management and Entrepreneurship in the M&O Department at the University of Maryland's Robert H. Smith School of Business. From 1996 to 2001, Kirsch held various adjunct and visiting appointments at the Anderson Graduate School of Management, University of California, Los Angeles. He received his PhD in history from Stanford University in 1996. His research interests include industry emergence, technological choice, technological failure and the role of entrepreneurship in the emergence of new industries. In 2000 Rutgers University Press published his revised dissertation, The Electric Vehicle and the Burden of History. His work on the early history of the automobile industry has also been published in Business History Review and Technology and Culture. In 2003, his co-authored article on the Electric Vehicle Company received the IEEE Life Members Prize from the Society for the History of Technology. Kirsch is also interested in methodological problems associated with historical scholarship in the digital age. With the support of grants from the Alfred P. Sloan Foundation and the Library of Congress, he is currently building a digital archive of the Dot Com Era that will preserve at-risk, born-digital content about business and culture during the late 1990s. Selected materials are available to the public at www.dotcomarchive.org. Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 31
  • 33. Industry Advisor ChangeMatters, Benefit LLC Amy Kincaid is Founder and Principal of ChangeMatters, Benefit LLC, a social enterprise consultancy that works with entrepreneurs, executives, advisors, funders, and investors in both tax-exempt social enterprises and not-just-for-profit socially-responsible businesses. Amy has been responsible for securing over $66 million for nonprofit organizations working on economic development, arts and culture, sustainability, and international development in a range of organizations with budgets of less than $100,000 to over $12 million and worked on several start-up organizations, turnarounds, and collaborations between local businesses and nonprofit organizations Amy developed the grantmaking program for the 1st US-Soviet foundation; worked with organizations in Russia, the Czech Republic and Slovakia, Ukraine, Hungary, and Albania; built one of the earliest online employment listing services (specializing in social service and social change jobs); and has presented hundreds of times on planning, strategy, program design, turnarounds, social enterprise, and funding. Born and raised in Kansas City, MO in a family of main street entrepreneurs, she now lives in a small town on the edge of Washington, DC in busy home where she battles clutter and the tyranny of children’s sport and music schedules. Amy serves on the Board of Directors for Pyramid Atlantic, is an exhibiting artist, and curates an alternative gallery and performances at a local café. Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 32
  • 34. Partner Organizations ChangeMatters is a Maryland-based social enterprise consultancy that works to increase the effectiveness of both tax-exempt social enterprises and not-just-for-profit socially-responsible businesses in the US and abroad. We are connectors, communicators, and problem solvers with an extensive network of colleagues in the field. ChangeMatters is the first recognized Benefit LLC, a new designation for triple-bottom line companies that balance financial, environmental, and social change objectives. We’re committed to strengthening healthy, vibrant, and sustainable communities where everyone has the ability to fully participate in economic, social, and cultural development. For more information on this report or our work, please connect: www.changematters.com @changemtrs Booz Allen Hamilton Business Confidential and Proprietary – Internal Use Only 33
  • 35. Partner Organizations The Center for Social Value Creation at the Robert H. Smith School of Business aims to create a better world through business principles. We offer hands-on learning opportunities, support ground-breaking research, and collaborate across sector to help prepare the next generation of leaders. Our goal is to infuse students with the ability to apply business principles in creative and entrepreneurial ways that co-create economic prosperity and social / environmental well-being. We invite you to join our journey. For more information: www.rhsmith.umd.edu/svc/- csvc@rhsmith.umd.edu- @creatingvalue The Robert H. Smith School of Business is an internationally recognized leader in management education and research. One of 12 colleges and schools at the University of Maryland, College Park, the Smith School offers undergraduate, full-time and part-time MBA, executive MBA, executive MS, PhD and executive education programs, as well as outreach services to the corporate community. At the Smith School of Business, we set out to provide the knowledge and thought leadership that transform students into agents of both economic prosperity and transformative social change. Booz Allen Hamilton Business Confidential and For more information: Proprietary – Internal Use Only www.rhsmith.umd.edu - @SmithSchool 34
  • 36. Secondary Research Sources Wall Street Journal (n.d.) With New Law, Profits Take a Back Seat. Retrieved October 12, 2012, from http://tinyurl.com/bky8yao American Sustainable Business Council (n.d.) Promote Corporate Responsibility through Benefit Corporation Statutes. Retrieved October 12, 2012 from http://asbcouncil.org/ Kcet (n.d.) 18 Companies Register as Benefit Corporations Under New California Law. Retrieved November 1, 2012 http://tinyurl.com/b2f4dvv The Economist (n.d.) Firms with benefits. Retrieved October 12, 2012 from http://www.economist.com/node/21542432 The Non Profit Times (n.d.) Benefit Corporation In California Meets Chill In San Francisco. Retrieved November 1, 2012 from http://tinyurl.com/798n6dc VentureBite (n.d.) California creates new corporation types that reward doing good. Retrieved October 21, 2012 from http://tinyurl.com/a5ffk82 BenefitCorp (n.d.) Criteria for Acceptable Third Party Standards. Retrieved October 1, 2012 http://tinyurl.com/bep9x79 Forbes (n.d.) Dealing with Trust: Why the B-Corp Legislation Offers Business a Chance to be Good Again. Retrieved Ocober 12, 2012 http://tinyurl.com/8yo4v8m Virginia Benefit Corporations (n.d.) Everything you need to know about the new Virginia Benefit Corporation option. Retrieved Ocober 22, 2012 http://www.virginiabenefitcorporation.com/ BenefitCorp (n.d.) Global Impact Investing Ratings System. Retrieved November 1, 2012 from http://www.giirs.org./ Nj.com (n.d.) Growing community of social entrepreneurs look for ways to establish legitimacy. Retrieved November 12, 2012 from http://tinyurl.com/aeslmft SustainableBusiness.com (n.d.) Philadelphia First City to Offer Green Biz Tax Incentives. Retrieved October 27, 2012 from http://tinyurl.com/a9uyqla Virginia DBA (n.d.) Virginia Corporation asBooz Allen Hamilton Business Confidential and from http://vdba.virginia.gov/benefit_corp.shtml Social Enterprise?. Retrieved October 22, 2012 Proprietary – Internal Use Only Reuters blog (n.d.) The promise of B-corps. Retrieved November 1, 2012 from http://tinyurl.com/7zdaoyt 35

Editor's Notes

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