社會企業之定義與其對於傳統公司法挑戰之迷思

The Definition of Social Enterprise and the Confusion of the Challenge of Social Enterprise to Traditional Corporate Law

Social enterprise is an innovative type of organization that aims to resolve a general or specific social problem. It utilizes an ordinary business model with the exception of not accepting donations to generate the money it needs to operate the organization, all while still being able to be self-sufficient in the market mechanism. This type of organization not only strives to resolve the problem of unemployment but also extends its goals toward giving a public benefit. However, currently there still is no clear definition of what a social enterprise actually is. This article aims to discuss whether the current development of social enterprise needs a strict definition and whether we need to strictly regulate the business judgment processes of a social enterprise or whether we should have a broader definition of a social enterprise that can allow a social enterprise to be developed easier at this stage. Also, the other issue this article discusses is whether applying traditional corporate law to a social enterprise will challenge the law since a social enterprise’s main purpose is not only making profit. The author also discusses whether this kind of change will make the fiduciary duty of directors different. The discussion focuses on both U.S. and Taiwanese law. In the last part this article concludes whether it is necessary to enact a new law that regulates the social enterprise at this stage to differentiate between the social enterprise and ordinary corporations.