Lee Fehrenbacher//June 27, 2013//
Jenelle Isaacson always knew her real estate company needed to be more than just a business. Money was a means, not an end.
“Anywhere you go, people want to work with a company that they know is value-driven, that it supports something larger than just making a profit,” said Isaacson, the owner of Living Room Realty in Portland. “I feel like it’s our job to place people into communities. We as well need to look and see what kind of integrity … we have as community members.”
Living Room Realty, which opened in 2008, now has the seventh-largest share of the Portland real estate market. Isaacson believes the company’s success is due in part to its commitment to provide a benefit beyond its services. Now, she and fellow business leaders are hoping others will follow suit.
Earlier this month Isaacson and others attended a ceremony in Salem hailing Gov. John Kitzhaber signing House Bill 2296 into law. It creates a new business classification for companies that strive for a triple bottom line based on economic, social and environmental performance. Some legislators remain wary of the “benefit company” tag; however, others say it establishes a legal foundation for more sustainable decision making.
Bill Campbell, chief financial officer and a principal of Equilibrium Capital, a local firm that invests institutional capital in sustainable asset management companies, campaigned for the bill. He said HB 2296 is deeply rooted in conservative values.
“There was a time in American business – and it’s still largely true in our smaller towns around Oregon – when people who ran businesses understood themselves as being stewards of something very important for the whole community,” he said. “They understood they had a duty to employees and to their suppliers and local schools and local Little League teams, and to the environment that supported everyone because it was where they fished and hunted and so on.”
About 30 years ago, that system changed when courts in Delaware ruled – in Unocal Corp. v. Mesa Petroleum Co. and Revlon v. MacAndrews & Forbes Holdings – that business managers’ sole purpose was to maximize shareholder value. The rulings led to a series of corporate takeovers, in which for-sale corporations were required to sell themselves, regardless of preference, to the highest bidders.
Then, in 2010, the Delaware court of chancery made a key decision – in eBay Domestic Holdings Inc. v. Craig Newmark and James Buckmaster and Craigslist Inc. – that again put stockholder value before corporate philosophy, Campbell said.
In 2004, eBay acquired a minority interest in online classifieds company Craigslist with plans to monetize its services. Craigslist’s owners, however, preferred a free, community service-based format and in 2007 began some legal maneuvering to preserve control of the company. The Delaware court found Craigslist’s actions in violation of its fiduciary duty to stockholders.
Campbell thinks that set a dangerous precedent for the world’s financial system. For instance, most of the world’s wealth is held in pension funds. If those funds are managed with the sole intention of maximizing profits, Campbell questions what will happen when environmental health becomes a barrier to short-term gains.
“We may not be able to breathe or drink the water, but we’ll have all the pension we need to survive as long as possible in a world we wouldn’t be able to inhabit,” Campbell said.
Benefit company classification gives for-profit corporations the right to write sustainability into their by-laws. But not everyone thinks it’s a great idea.
In the Oregon House of Representatives, 20 members voted against HB 2296 while 39 voted for it. In the Senate, eight voted against it while 22 voted for it. One of those “no” votes was cast by Rep. Kim Thatcher, R-Keizer. She believes the “benefit company” designation is window dressing.
“It sets up this sort of class warfare within the corporate world,” she said. “We know that there are a lot of C corps out there that do a lot of good for the public, and donate a lot of their time and talent (to benefit) the public. In this bill there’s really little accountability for requiring the company to actually provide a benefit. So you could do the same thing they accuse the C corps of doing but have the label.”
That’s known as greenwashing. Unlike B Corporation certification (a rigorous sustainability standard awarded by nonprofit group B Lab), Oregon’s new classification does not require third party verification. But proponents say it’s a start, and B Lab, along with Secretary of State Kate Brown, the Oregon Business Association, Standard Insurance Co. and others, supported the bill.
Equilibrium Capital received B Corporation status five years ago; Isaacson’s Living Room Realty is working toward it.
Campbell believes that values create value. Isaacson said the “benefit” title helps companies recognize that.
“It’s something to start a conversation,” she said, “but I’ve also seen that doing that has given people a real tangible reason to choose us over another company. It’s like, ‘Well, you’re a real estate broker, but what’s different about you?’ Our job is to fit people with great communities, and there’s a certain level of trust that comes when they see us living up to their values.”