Live data from Hacker News

RStudio becomes a public benefit corporation

blog.rstudio.com

41–50 of 53 posts

Re: RStudio becomes a public benefit corporation

#41
Public benefit corporations sounds nice -- at least on paper. But ultimately, PBCs still tend to have a bunch of outside shareholders who are expecting to make a profit eventually.

What I'd really love to see is more organizations considering a cooperative structure.

Cooperatives are 100% owned by their members (in the case of consumer cooperatives) or workers (in the case of worker-owned cooperatives). There are no outside shareholders, and so the pursuit of profit is not the ultimate goal; the happiness of the owners is. That certainly doesn't preclude making a healthy profit, but it does preclude short-sighted moves that eek out a temporary profit at the expense of the broader business.

Most people don't realize how widespread cooperatives already are. Every single credit union in the United States is a cooperative. Many insurance companies are cooperatives. The ShopRite chain of grocery stores and REI outdoor stores use a cooperative structure.

Of course, the downside is raising capital. But sometimes taking on debt is enough, and cooperatives can flourish in a variety of industries.

Re: RStudio becomes a public benefit corporation

#42

Earlier quoted context omitted.

Where is that?

CTRL+F for hadley. He's all over that thread. https://news.ycombinator.com/item?id=20362626

Huh, that's my thread; didn't realize Hadley had commented on it. (also that thread is a reminder why I don't talk about tidyverse on HN anymore)

Re: RStudio becomes a public benefit corporation

#43

Earlier quoted context omitted.

All limited liability partnerships have a field of business registered (however broad or vague, but it has to have at least one; some jurisdictions also standardise those fields of business) and you usually need supermajority to split, merge and/or change the registered field and/or name. Or do you mean PBC charter can limit further than business licensure requirements?

PBCs are corporations. Partnerships (at least in the US) are not corporations and work very differently.

I meant partnerships in broad sense, not in USA classification of entities sense. In that sense, corporations are limited-liability partnerships.

Re: RStudio becomes a public benefit corporation

#45

Can someone explain to me how PBCs are structurally different than "regular" for-profit corporations? What's stopping them from turning "evil?"

Traditional corporations in the US are legally required to maximize shareholder profit. https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co . A PBC is allowed (but not required) to make decisions that benefit the public but might not be beneficial for shareholders.

> Traditional corporations in the US are legally required to maximize shareholder profit. https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.

They absolutely are not, and Ford v. Dodge concerned the rights of shareholders, in particular minority shareholders, to not have the value of their positions intentionally devalued through actions of the corporation's management. In fact, in the first sentence of the very article you posted:

> At the same time, the case affirmed the business judgment rule, leaving Ford an extremely wide latitude about how to run the company.

As noted in the "Significance" section, value maximization is a legally-unprovable standard.

Re: RStudio becomes a public benefit corporation

#46
post #23

My head is spinning. I am certain I heard about this weeks ago. I don't think it was through a backchannel or a rumor mill—I thought I had read something official about it. In fact, I've spoken to people several times about it, most recently yesterday. And when they expressed surprise, I went looking for the official announcement, and I couldn't find one. Is it possible that RStudio Inc. made a soft announcement that…

The legal change happened last year but it had been kept under wraps until today. Employees did know in advance, so it could have leaked.

Re: RStudio becomes a public benefit corporation

#47
post #30

It's great that RStudio is changing to a PBC. However from what I've read, being a Benefit Corporation doesn't actually mean anything. - From my reading it's possible for a Benefit Corporation to still be taken over or bought out. - Benefit Corporations can convert back to regular corporations (in contrast with most 501(c)3's which cannot convert to corporations except under very particular circumstances) - Unlike a…

As a specific example, Etsy recently (2017) converted back into a normal corporation from a B Corp: https://qz.com/work/1146365/etsy-made-mistakes-from-which-ot...

I am not an expert, but it appears there are two different "types" of "B corp". One has a standard corporate charter but is certified annually by a nonprofit called B Lab. The second has a special charter which frees its leadership from liability if they make a decision for social impact that has a negative impact on shareholder value.

Etsy was the first type but they let their annual certification lapse, while RStudio is becoming the second type.

https://en.wikipedia.org/wiki/B_Corporation_(certification) https://en.wikipedia.org/wiki/Benefit_corporation

Re: RStudio becomes a public benefit corporation

#48
It's interesting to see an organization like RStudio decide to change their status to a public benefit corporation, plus go through the process of becoming a certified B Corp. The nature of a PBC, in having more latitude to consider actions that don't necessarily build shareholder value as their primary concern, certainly seems to line up well with its open-source roots.

I've tended to associate PBCs with companies like Patagonia, Ben and Jerry's, etc.--ones that make physical things, rather make software (which seems more like intellectual property, to a degree? Mostly relevant in terms of material cost of reproduction). I'm curious to see what kind of impact this will have on their operations and direction, and if it might lead to a similar trend with other open-source-based corporations like Gitlab or Elastic.

Re: RStudio becomes a public benefit corporation

#49

Earlier quoted context omitted.

Traditional corporations in the US are legally required to maximize shareholder profit. https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co . A PBC is allowed (but not required) to make decisions that benefit the public but might not be beneficial for shareholders.

> Traditional corporations in the US are legally required to maximize shareholder profit. https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co . They absolutely are not, and Ford v. Dodge concerned the rights of shareholders, in particular minority shareholders, to not have the value of their positions intentionally devalued through actions of the corporation's management. In fact, in the first sentence of the very a…

I was summarizing in as plain of English as I could in a single sentence.

Also from that page:

> This case is frequently cited as support for the idea that corporate law requires boards of directors to maximize shareholder wealth.

[...]

> However, others [...] found that it was an accurate statement of the law, in that "corporate officers and directors have a duty to manage the corporation for the purpose of maximizing profits for the benefit of shareholders" is a default legal rule

Re: RStudio becomes a public benefit corporation

#50
IMO the main contribution of RStudio is not RStudio itself (the IDE) but their general support of the R language. I think that this dynamic scene where R is still an evolving language is the true value.

I don't actually use RStudio itself (hurray for vim). Tidyverse is the obvious example of their contributions, but I don't mean just tidyverse (actually, there are some things that I don't like that much, like tibbles) [1]. I think a language like R really needs this kind of support due to its mantra: for statisticians, by statisticians. By that I mean that you should be able to get insights by sometimes only writing a handful of lines of code.

The ease of use of R, good libraries, nice graphs, and so forth is why I happily code in both R and Python.

[1] It seems like here is another thread about some objections to tidyverse: https://github.com/matloff/TidyverseSkeptic.

Post reply on HN