Ryerson CSR Institute Session: B Corps and Benefit Corporation Law in Canada - the Evolving Story

This talk is co-sponsored by the Ryerson Corporate Social Responsibility Student Association, the Ryerson Commerce and Government Association, and the Ryerson Law and Business Student Association, and is supported by the Trade Commissioner Service of Global Affairs Canada.
 

If a Canadian for-profit company wishes to pursue a business direction with a particularly strong environmental, social or otherwise "corporate social responsibility"- oriented emphasis (E/S/CSR), what options are available? In United States, two options that have gained prominence in recent years are:

(1) a new "benefit corporation" legislated model (where express emphasis on E/S/CSR goals by a for-profit corporation is explicitly, statutorily approved, breaking from the conventional U.S. legal fixation on "shareholder primacy"), and

(2) a voluntary certification option called "B Corp", where for-profit firms provide transparency about their E/S/CSR aims and actions, are evaluated on same, and if they meet the specifications, they can represent themselves as certified "B Corps". This "B Corp" option has no legislated basis, and is run by a non-state entity (B Lab).

Although Canadian for-profit corporate law is different from American for-profit law in its express acknowledgement of the acceptability of corporate directors considering a range of E/S/CSR interests in addition to shareholder interests, in its rejection of the American "shareholder primacy" fixation, and in its statement that directors are to act in the long term best interests of the corporation acting as a "good corporate citizen" or a "responsible corporate citizen," nevertheless the two American options of benefit corporation legislation and B Corp certification are now also finding traction in Canada.  British Columbia has recently adopted benefit corporation legislation (replacing existing "community benefit" legislation), and there are now more than 230 certified Canadian B Corps. 

The purpose of this Ryerson CSR Institute session is to explore the evolving certified B Corp model and the legislated benefit corporation model experience in Canada, benefiting from the insights of a senior Canadian commercial law lawyer well-versed in B Corp and legislated benefit corporation models, the Canadian country manager for B Lab/B Corps, and the insights and experiences of officials from three certified Canadian B Corps.

Kasha Huk is country manager of B Lab Canada. Kasha is working to grow and strengthen the B Corp movement across the country. B Corps are companies that consider social and environmental impact alongside profit. Prior to joining B Lab, Kasha engaged with international development agencies in Canada, Vietnam and Ukraine, working with multi-stakeholder groups to enact change.

Tim Masson -- A self-professed IT nerd and Great Lakes surfer, Tim became the Chief Steward & CEO of the Ian Martin Group in 2010.  The Ian Martin Group is “Connecting People in Meaningful Work” through its longstanding STEM recruitment business, as well as Fitzii – a hiring system for SMBs, Matchfield – a job matching platform for Consulting Engineers, and B Work – a new job board connecting purpose-driven job seekers with Certified B Corporations.  Through this work, Tim has developed a passion for helping 20th century companies navigate the culture-change required to move into the next century of disruptive innovation, stakeholder returns, and self-management.

Anne Pringle is the Partnerships & Impact Director of certified B Corp Lucky Iron Fish. Anne has over 9 years of experience in sustainable fashion, partnership development and social entrepreneurship. From 2010 to 2014, Anne co-founded Local Buttons, an eco-friendly and ethical fashion line working with tailors in Port-au- Prince, Haiti to create up-cycled fashion. She currently works with Lucky Iron Fish, an award winning BCorp & social enterprise addressing iron deficiency around the globe.  Anne has a Diploma in Modern Dance, a BA in International Development and a MaSC in Environmental Applied Science.

Craig Ryan is the Director, Purpose Entrepreneurship at Business Development Canada (BDC), the only bank in Canada devoted exclusively to entrepreneurs. He leads its efforts to help grow Canada’s B Corp movement. Craig has more than 20 years’ experience in the public, private and civil society sectors. He holds a Master’s in Public Administration from Harvard Kennedy School and is a member of the boards of directors of Rise Asset Development and NOVAlex, the only B Corp law firm in Quebec.

Dennis Tobin is a lawyer and partner in the corporate commercial group of Blaney McMurtry LLP, in Toronto.  Dennis believes that from the point of view of an investor, entrepreneur, business owner, director or CEO, this is the time to speak up about the implementation of benefit corporation legislation. Dennis believes that Canada has an opportunity to be the leader in enabling voluntary adoption of socially responsible purposes by for-profit companies.