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NACD Northern California Chapter Event

When

Thursday February 16, 2012 from 11:30 AM to 2:00 PM PST

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Where

Downey Brand - Our Host for Today

621 Capital Mall, 18th Floor

Sacramento, CA  95814             

 
 

Costs:  $50 Member $65 Nonmember

Contact

Chuck Maltese 
NACD Northern California Chapter 
jenniec@4arc.com 
(916) 932-1990 

The New "For-Benefit Enterprise" Law Explained

Credits

Description: Come listen to the newly appointed Commissioner of California Corporations Jan Owen discuss the new “For Benefit” laws, answer your questions and provide a status of other pertinent issues affecting public and private corporations.

 Unlike typical for-profits, these "for benefit" enterprises have social or environmental outcomes as their ultimate goal; and unlike typical nonprofits, they derive their income from the sale of goods and services.

On October 9th, 2011, Governor Jerry Brown signed into law Senate Bill 201, establishing flexible purpose corporations, and Assembly Bill 361, establishing benefit corporations.  These laws established two new types of corporate entities in California, allowing for the pursuit of both profit and social welfare objectives.  Flexible purpose corporations and benefit corporations are for profit corporations that blend non-profit ideals into their business models.

A flexible purpose corporation must specify at least one “special purpose” in its charter documents, such as environmental considerations or social benefits.  The new law on flexible purpose corporations establishes a corporate model that shields directors from liability for mission-driven decision-making and permits expanded corporate constituencies.  A benefit corporation must have as its purpose to create a material positive impact on society and the environment, as assessed against a third-party standard.  Instead of the duty to act in a manner that the director believes to be in the best interests of the shareholder, a director of a benefit corporation has a duty towards the benefit corporation as a whole, and must take into account seven interests, only one of which is shareholders. 

Presenter:  Jan Lynn Owen

Jan Owen, was appointed on January 1st, Commissioner at the Department of Corporations by Governor Jerry Brown. Owen has been the principal at The Jan Owen Group since 2010. She was a strategic initiatives manager at Apple Inc. from 2009 to 2010, vice president of government affairs at JP Morgan Chase from 2008 to 2009, state director of government and industry affairs at Washington Mutual Inc. from 2002 to 2008 and executive director of the California Mortgage Bankers Association from 2000 to 2002. Owen was acting commissioner of the Department of Financial Institutions from 1999 to 2000, after serving as deputy commissioner from 1996 to 1999. This position requires Senate confirmation. Owen is a Democrat.

Moderator:  Craig Stone, Ph.D., NACD NorCal Chapter President

Craig Stone is Senior Project Manager of Delegata Corporation, a premier consulting and systems integration firm located in Sacramento. Dr. Stone is a Faculty for the NACD In-Boardroom Program. He serves on the Board of Midway Heights CWD, and is former CEO of Scientific Digital Visions. Craig has earned the NACD Certificate of Director Education and serves as a faculty for the NACD In-Boardroom program.


NACD Chapter events are designed to address the NACD Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies.  Copies of the Key Agreed Principals are available at our meetings and from www.nacdonline.org.  Today's event meets the following principle

Principle:  VII.  Attention to Information, Agenda & Strategy

 Governance structures and practices should be designed to support the board in determining its own priorities, resultant agenda, and information needs and to assist the board in focusing on strategy (and associated risks). 

Founded in 1977, the National Association of Corporate Directors (www.nacdonline.org) is a national non-profit membership organization dedicated exclusively to serving the corporate governance needs of corporate boards and individual board members. NACD's 11,000 members represent companies ranging from Fortune 100 public companies to small, over-the-counter, closely held, and private firms.

Cancellation Policy
Cancellation requests must be postmarked, or sent electronically no later than 2 weeks prior to the event, to qualify for a refund. Refunds will be processed after the event.