Social Enterprises in Asia: A New Legal Form

Description

Social enterprises are regarded as a vital solution to the pressing problem of socio-economic inequality and play a crucial role in the delivery of public goods and services. Ernest Lim argues that social enterprises in four leading Asian jurisdictions - India, Hong Kong, Singapore and Malaysia - should have a new legal form. This entails advancing a nuanced and comprehensive framework consisting of five criteria: (1) corporate purpose; (2) directors' duties; (3) decision-making powers; (4) reporting, impact measurement and certification; and (5) distribution of dividends, assets, and tax benefits. This invaluable work demonstrates that the existing legal forms in common law Asia, the UK and the US do not properly address the various conflicts of interest affecting social enterprises. An essential read for those interested in understanding and evaluating the laws and regulations on social enterprises, as well as designing and implementing creative ones to protect and promote these important businesses.

A leading comparative corporate law and governance scholar, Ernest Lim is Professor of Law at the National University of Singapore. He is the author of two acclaimed books with Cambridge: A Case for Shareholders' Fiduciary Duties in Common Law Asia (2019), which won the Society of Legal Scholars Peter Birks Runner-Up Prize for Outstanding Legal Scholarship; and Sustainability and Corporate Mechanisms in Asia (2020).

'There is a consensus that corporate governance should focus on the right thing - creating durable wealth for investors through the sale of safe and useful products and services, the respectful and fair treatment of all stakeholders, particularly workers, and sustainable, environmentally responsible conduct. But, unless we build on that shared belief across the full scope of the world's leading market economies, we won't succeed. In his important book spelling out positive steps for leading Asian market economies to embrace stakeholder capitalism, Professor Lim has enhanced the possibility of convergence with the B Corp movement in OECD and a future where all leading market economies channel company behavior in the way that produces the most real wealth and value.' Leo E. Strine, Jr., Former Chief Justice and Chancellor, the State of Delaware; Ira M. Millstein Distinguished Senior Fellow, Ira M. Millstein Center for Global Markets and Corporate Governance, Columbia Law School; Michael L. Wachter Distinguished Fellow, University of Pennsylvania Carey Law School 'Social Enterprises in Asia: A New Legal Form is a welcome addition to the growing literature on social enterprise law. Its comprehensive and readable guide to the gaps and uncertainties in existing legal forms for social enterprises in Hong Kong, India, Malaysia, and Singapore draws a wealth of information into a coherent framework for analysis. Using this baseline, Lim advances an ambitious proposal for a new legal form tailor-made to suit social enterprises' needs in these four common law Asian jurisdictions. In the process, the book grapples with the most significant corporate governance issues impacting social enterprises worldwide.' Dana Brakman Reiser, Centennial Professor of Law, Brooklyn Law School