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Trademarking "Common Good Corporation"

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2:06 pm
February 25, 2010


Terry Mollner

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Post edited 2:16 pm – February 25, 2010 by wspademan


Here is a full explanation of the "common good corporation" as I am describing it in my book, articles, and talks. It is an exerpt from the chapter in my book entitled: Common Good Free Market Capitalism.   This exerpt does not provide all the context provided in the book and the portion of the chapter before this. In a few words, my argument is that the universe is one indivisible whole and, therefore, by nature we all give priority to the common good as we see it at all times whether or not we are aware of it. It is part of nature. However, at lower layers of maturity in mastering the skill of language and self-consciousness, we assume that the universe is an immense number of separate parts like the words in language. Only when we reach full maturity at the seven layer of maturity do we understand the nature of the oneness of nature and its relationship with language and self-consciousness. Then we freely choose to give priority to the experience of oneness each moment, see cooperation as fundamental in nature with competition being one of the lower layers of cooperation – cooperation, being fundamental, cannot be escaped, and give priority to the common good of us all in our activities because we discover it is the only priority in our activities that sustains the fundamental feeling of love as the context within which we experience everything else. I call the mastery of the seven layers of maturity the learning of the "love skill" and the choice as a result of giving priority to the common good "eldering."  

So here is the exerpt about the common good corporation within the assumption that we all by nature give priority to the common good and by creating the Common Good Business Community as an alternative to the Chamber of Commerce in every community we are providing a way for the vast majority of small businesses to get recognized for doing it which they do not receive recognition for now. It is also a non-violent social change process that simply provides a new option based on a more mature truth. Thus, without confronting the giving of priority to self-interest and profits, people will over time leave it and join us because we are based on a more mature truth.   Here is the exerpt:  

What Is the Common Good?

What is the common good? The first thing we know is that no one can tell anyone else what it is. This movement builds on the honoring of individual freedom. At the same time it is constantly maturing. Before 1950 consciously cooperating to sustain the Earth’s ability to support life was not a major part of the common good. Today it is.

We will be in an on-going discussion to discover together what it is for our time and to discover and learn best practices from each other. Common good corporations will join in associations to do this, and licensing agencies, such as B-Corp, will emerge to certify that businesses have met certain minimum common good standards.

There is much that is already assumed to be behaviors that give priority to the common good. Some of the obvious ones are to not kill, steal, or have slaves. Some of the recently emerging ones are a livable wage as the minimum wage, a responsible relationship with the environment, and fair trade. It now seems likely that a new one to emerge will be a cap on the return to equity investors (not necessarily an ungenerous one), with each year’s excess net profit being permanently set aside and solely invested in common good companies and funds that also place a cap on the return to equity investors and invest the excess in the same way. This will be one of the main ways the emerging common good business community will be financed.

Companies will constantly be learning how to better breathe the common good priority into all they do. Our modern world of instant information will be very helpful in the demand for transparency and accountability from directors and managers. In other words, openness and a genuine commitment to giving priority to the common good through a process of consensus building over time based on seeking to identify more mature truths together will replace government policing as the main way businesses on the planet operate. Customer loyalty will support this and they will increasingly abandon the companies that do not fully participate in this common good business community.

If from reading these words you can imagine it, it can happen, and it will happen sooner or later! The job for each of us is to help move us toward it by becoming one of the players making it happen. This is the joy of eldering.

Common Good Business Community

            Common Good Business Community chapters (CGBC) will emerge in towns and cities around the world. They may be a division of the local Chamber of Commerce or its equivalent or they may emerge as independent groups. They will associate together in a transnational organization.

Three Layers of Potential Commitment As Common Good Businesses

            There are three layers of potential, but not obligatory, commitment as a common good business. Whether privately owned, a partnership, an LLC, or a corporation, the layers build on one another. All current businesses can easily choose to be a layer one common good business. After all it is assumed by most that they already behave as such. However, since so many today are not, it is now necessary to have those who truly believe in the importance of giving priority to the common good in all of their behavior to stand up and be counted as part of this new movement. The second layer is for those who, in addition, want to take a significant and active part in financing the growth of the common good corporate sector by committing 10% of annual net profits as investment dollars to support it. The third stage is for those who want to more aggressively participate in financing the growth of the common good sector by establishing a limit on the return to equity investors appropriate for the risk undertaken but not more. They will do this by placing a cap on the return to equity investors that is in line with the financial risk undertaken. This is the strongest financial statement that can be made that demonstrates that the business is giving priority to the common good. Here are the three layers of membership in a CGBC:

1.      Membership. Choosing membership signifies a commitment to give priority to the common good at all times. This will not only make it easy for many businesses to join this movement, since so many local, small, and mid-size businesses, in particular, already behave in this way but it will also ensure them the recognition they deserve. They will produce a Code of Ethics in which the first item, which is not qualified by any subsequent item, states the following: “Our highest priority is the common good of all. Our second priority is profit in order to remain in business as a common good business. We fully do both, and we are learning to experience them as enhancing each other when in this order of priorities rather than in competition with each other.”

2.      10% Club. This is for those who, in addition, choose to permanently invest 10% of their annual net profit only in common good investment funds (CGIFs) that buy and convert companies to be layer three common good companies, members of the Cap Club. The business will receive a market rate of return on these investments.

     

3.      Cap Club. This is for businesses that also choose to place a cap on their annual return on equity and permanently and solely invest any excess in CGIFs that buy and convert companies into members of the Cap Club.

We are not concerned about the amount of the cap as long as it is made public. It is the principle that is important and making it public will result in a public discussion of what is appropriate. The principle is that equity investors deserve a financial return that is reasonable relative to their risk rather than an unlimited upside so the priority will always be the common good. Also the only exception to investing the assets in CGIFs would be to use them as collateral to borrow money to invest in the business during difficult times or to grow the business. It could also be used to buy back stock. If borrowed on, the interest cost and interest or dividend income can be similar, so the capital is able to serve both purposes at no significant cost to the company.

80% of Investment Capital Seeks a 1012% Return

            Approximately 80% of investment capital is searching for a 10–12% return; only 20% is hot money looking for a quick and high return. The goal of The Cap Club businesses is to eventually place their cap near this (for instance, 13%) and to consistently provide it. In addition they will give comfort to investors by building up a large body of retained assets that are invested in CGIFs that back up their ability to do so. This will also attract strong consumer support. It will attract the 80% of capital available in the marketplace from endowments, pensions, and the public. Financial planners will want the conservative portion of their clients equity portfolios invested in these companies. Donations to the endowments of foundations can even provide the option of having the dollars restricted to only be invested in common good investment funds. It is through this kind of financial activity that the building of the common good business community will be seen as inevitably dominant on the planet. Companies will then rapidly convert to be common good corporations to remain in business, just as they are rapidly becoming environmentally responsible to remain in business.

12:12 pm
February 22, 2010


wspademan

Admin

posts 218

Post edited 8:18 pm – February 22, 2010 by wspademan


Should we do #1 or #2 or can we find some creative solution that supports Terry's work without any downside to the Common Good Bank project (and ideally that moves it forward as well)?

Focusing on the Common Good

We want to put the common good above our own interests whenever possible. So, in discussing this question I would like us to focus on what makes sense for the common good, rather than on who has the rights to what words and who said or did what when.

Both the initiative to create (and certify) Common Good-type banks and the initiative to create (and certify) Common Good Corporations are well worth doing. The question is how to name the components of these initiatives. Names should be in correspondence with the nature of things. So it will be helpful first to answer some preliminary questions:

  • How are the components of the two initiatives similar?
  • How are they different?
  • What is the most sensible way for the initiatives to relate to each other?

How are the components of the two initiatives similar?

  • Both projects plan to restructure stock corporations to set the common good as their highest priority.
  • Both projects include an investment fund dedicated to the common good.

How are they different?

  • In restructuring corporations, the Stakeholder's Capital initiative will keep shareholder profit as a second priority. The Common Good Bank project goes further (see the strategy page, point #3b), distributing the corporation's profits democratically for the common good and limiting executive compensation — so that the corporation is dedicated entirely to the common good.
  • The Stakeholder's Capital investment fund will pool money from wealthy investors, who will receive investment income. The Common Good Bank investment fund (the bank itself) will pool money from anyone and everyone; investment profits go to the common good.
  • The Stakeholder's Capital investment fund will invest only in stock corporations and will make the decisions about how much to invest in each. Common Good Bank will invest mostly in small local businesses and cooperative regional projects, in proportions and categories decided democratically by the depositors in each Common Good Bank community.

What is the most sensible way for the two initiatives to relate to each other?

The restructured corporations. It makes sense to call the restructured corporations "common good corporations", but the Stakeholder's Capital restructuring will leave corporations only partially dedicated to the common good. So it would make sense to distinguish between the two types — perhaps by calling the Stakeholder's Capital version a "stage one common good corporation" or a "common good for-profit corporation". The certification trademark "common good corporation" should be held by the Common Good Bank project's nonprofit, since it is more purely for the common good. Stakeholder's Capital could lease a derivative such as "stage one common good corporation" or the Common Good Bank project's nonprofit could handle such certifications directly (for example by hiring Terry).

The investment fund. Again, the Stakeholder's Capital investment fund is terrific step forward in its own right, but Common Good Bank goes much further in the same direction. The two initiatives are similar enough to be confused, but different enough that they should have names that will distinguish between them and avoid confusion. Something like "Stage One Common Good Investment Fund" maybe, for the Stakeholder's Capital version, or "Fund for Stage One Common Good Corporations".

If we treat the Stakeholder's Capital initiative as a step towards the Common Good Bank model of economic democracy — an early phase of the same project — then the two projects can fully embrace and support each other, giving both of them a boost.

10:13 am
February 20, 2010


wspademan

Admin

posts 218

Post edited 5:49 pm – February 21, 2010 by wspademan


Advisory board member Terry Mollner has been thinking and writing about "common good corporations" — that is, corporations whose highest priority is the common good. Terry would like to establish a system for certifying such corporations and an investment fund that would invest only in certified common good corporations.

Terry's investment company, Stakeholder's Capital, and his nonprofit Trusteeship Institute have applied for trademarks for "Common Good Corporation", "Common Good Fund", and "common good certified". The trademark office denied those appications because, in their view, the names would be confused with "Common Good Bank".

Terry has asked that we sign a waiver to permit Stakeholder's Capital to use those names (see the proposed waiver here. See Terry's initial arguments, below).

Our legal team at Ropes & Gray recommends that we NOT sign such a waiver because it would be confusing and would make it much harder for us in the future to defend our trademark against financial institutions using similar names. They recommend instead that we either

  1. suggest that Terry choose different names OR
  2. trademark those names under Society to Benefit Everyone (our nonprofit parent, which holds the Common Good Bank trademarks), then lease the names to Stakeholder's Capital

The question for us is this: Should we do #1 or #2 or can we find some creative solution that supports Terry's work without any downside to the Common Good Bank project (and ideally that moves it forward as well)? I will post one proposal separately, as a response to this post.

——————————

See the proposed waiver here. Terry's rationale follows, below (pasted from several emails, so please forgive the informality):

We have applied for copywriting "common good corporation" and "common good fund" and we need to get a waiver from you so there will be ease with doing it since your name is so close to ours. You are doing banking and we will be doing companies and investment funds, quite different.

As you know this is the name I have been using forever and will be in my books and that I encouraged you to use as well and I am glad that you did. But I need you to help me out on this end now. You just need to sign a form indicating that you are fine with us copywriting our names as well.

Banking is very different from a business corporation or investment fund. I am surprised that they did not approve it. We could challenge it and could win our lawyer says, but I of course do not want to waste the time and mony on that. So I am hoping that you will honor the fact that I came up with this name first, encouraged you to use it, and support us continuing on with our work that my entire book is build around…and will, of course, be supportive of your bank as well. So please help me here. Thanks.

I am also sure we can work it out somehow….

[The Common Good Bank Project board will need to] understand how it came by the name and that I have been using those words for years to describe the business and investment approach in my writings, speeches, and book that will be out this spring. The entire second half of the book is using the words "common good" for each section: Common Good Spirituality, Common Good Psychology, Common Good Romantic Love, Common Good Community, Common Good Democracy, Common Good Corporation, and Common Good Nation. It will, of course, be very supportive of the Common Good Bank as well. So I am trusting that if you tell the story of how you got the idea for the name and the work I have been doing with your board and lawyers that they will be very supportive of us finding a way for us to both use the words "common good" in front of our activities, you in banking and us in business structure and investment funds. I love that we share the same values and there will be absolutely no conflict there.


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