Currently the issue of sustainability is at the heart of the debate on corporate governance of business companies. In Europe, an intense activity of revising and updating European rules applicable to financial markets and company law has started. In Italy, such debate became more intense after the legal transplant of the US benefit corporation model in late 2015. The Italian società benefit allows, through a voluntary choice of the founding members or the shareholders’ meeting, to internalise values typical of corporate social responsibility in the articles of association, making them legally binding on the company and the directors. Considering the traditional dichotomy between for-profit entities and non-profit entities, hybrid models such as the benefit corporation appear to struggle in finding an adequate space within capitalist systems and corporate governance theories. This study attempts to offer an interpretative key for understanding these hybrid models, abandoning the classical homo economicus paradigm to embrace a reading based on behavioural law and economics and the Yale approach to economic analysis of law, according to which altruism and beneficence should be considered as ends in themselves, as goods desired by people and for which they are willing to pay a price. In this line of reasoning, benefit corporations and other hybrid models, because of their ability to bring altruistic values into the corporate purpose, departing from shareholder value maximisation as the raison d'être of the corporate form, can be considered as a further manifestation of ‘firm altruism’, given that they are characterised by a deep and lasting impact on the environment and civil society.

This article provides a general overview of several new types of hybrid entities, blending for-profit and not-for-profit purposes, which have been introduced in the United States, Europe and Latin America with the objective of providing social entrepreneurs with a proper vehicle for the conduct of their mission-driven business activities. Among them, the most famous hybrid form is the benefit corporation, born in Maryland in 2010, currently adopted by thirty-five states of the US (including Delaware) and transplanted in Italy and Colombia. France also developed a new similar legal status, the one of ‘entreprise à mission’. It seems that we are facing the birth of a new uniform hybrid entity model for the social enterprise (SE) movement. The adoption of a uniform model statute, such as the ‘for-benefit’ model, capable of solving the problems arising from the governance structure of a dual-purpose company, can serve the fundamental purpose of offering domestic legislatures a uniform point of reference in implementing domestic regulation of hybrid companies. From the European Union perspective, the introduction of a European SE model statute can provide the necessary legal framework to foster the development of a strong European fourth sector, establishing harmonized conditions for SEs all over the EU and thus facilitating cross-border investment and trading in this sector. benefit corporation, società benefit, sociedades de beneficio e interés colectivo, B Lab, social enterprise, shareholder primacy, dual purpose companies, triple bottom line, hybrid entities, SDGs