A rubric is a word or section of text that is traditionally written or printed in red ink for emphasis. The word derives from the Latin rubrica , meaning red ochre or red chalk , and originates in medieval illuminated manuscripts from the 13th century or earlier. In these, red letters were used to highlight initial capitals (particularly of psalms ), section headings and names of religious significance, a practice known as rubrication , which was a separate stage in the production of a manuscript .
45-525: Mark Cuban Cost Plus Drug Company ( MCCPDC ), doing business as Cost Plus Drugs , is an American public benefit corporation with its main headquarters located in Dallas, Texas . The company is focused on the pharmacy distribution of drugs with a stated goal to lower the prices for generic drugs by removing middlemen and by moving to a cost-plus pricing strategy. The company was launched in January 2022. It
90-547: A benefit corporation in order to operate as a traditional for-profit business while simultaneously addressing social, economic, and/or environmental needs. For example, a 2013 study done by MBA students at the University of Maryland showed that one main reason businesses in Maryland had chosen to file as benefit corporations was for community recognition of their values. A benefit corporation's directors and officers operate
135-473: A concern. To receive their certification from B Lab they must score a minimum of 80 out of 200 on a survey called the B impact assessment. Next, they will have to pass through an audit process. Finally, the firms wishing to remain certified will be required to pay an annual fee to B Lab. Furthermore, companies will pledge to incorporate as a benefit corporation before their re-certification. Benefit corporations are not synonymous with cooperatives , which are
180-491: A corporation has as its purpose to maximize financial gain for its shareholders was first articulated in Dodge v. Ford Motor Co. in 1919. Over time, through both law and custom, the concept of " shareholder primacy " has come to be widely accepted. This was reaffirmed in 2010 for Delaware corporations by the case eBay Domestic Holdings, Inc. v. Craig Newmark, et al. , 3705-CC , 61 (Del. Ch. 2010)., in which
225-449: A corporation's directors and founders protection from shareholder lawsuits when pursuing decisions that benefit the public at the expense of short-term profits. Furthermore, firms that transition typically experience advantages in retaining employees, increasing their customer loyalty and attracting prospective talent that will mesh well into the company culture. Changing status to a public benefit corporation requires several steps. First,
270-567: A double tax associated with profits and again with dividends or payouts to shareholders. S corporations are a legal entity that escapes this double taxation but there are certain stipulations that an entity will have to consider before being able to file as an S corporation. If you are currently an S or C corporation your company will not change its tax status when you transfer to a public benefit corporation. If you are currently an LLC, partnership or sole proprietorship then you will have to change tax status. While public benefit corporations are taxed
315-424: A lawsuit against the corporation. Transparency provisions require benefit corporations to publish annual benefit reports of their social and environmental performance using a comprehensive, credible, independent, and transparent third-party standard. However, few of the states have included provisions for the removal of benefit corporation status or fines if the companies fail to publish benefit reports that comply with
360-452: A less socially responsible brand to a more socially responsible competitor. Rubric Rubric can also mean the red ink or paint used to make rubrics, or the pigment used to make it. Although red was most often used, other colours came into use from the late Middle Ages onwards, and the word rubric was used for these also. Medievalists can use patterns of rubrication to help identify textual traditions. Various figurative senses of
405-448: A non-profit model by allowing social entrepreneurs to consider interests beyond those of maximizing shareholder wealth." In April 2010, Maryland became the first U.S. state to pass benefit corporation legislation. As of March 2018 , 36 states and Washington, D.C., have passed legislation allowing for the creation of benefit corporations: Connecticut's benefit corporation law is the first to allow "preservation clauses", which allow
450-521: A priest explaining what he must do during a liturgy were also rubricated in missals and the other liturgical books, and the texts to be spoken aloud were in black. From this, "rubric" has a secondary denotation of an instruction in a text, regardless of how it is actually inscribed. This is the oldest recorded definition in English, found in 1375. Less formally, "rubrics" may refer to any liturgical action customarily performed, whether or not pursuant to
495-726: A similar focus and intent. In December 2015, the Italian Parliament passed legislation recognizing a new kind of organization, named Società Benefit , which was directly modeled after benefit corporations in the United States. In 2018, Colombia introduced benefit corporation legislation. In May 2018, the leader of the British Columbia Green Party introduced a bill to amend the Business Corporations Act to permit
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#1732787457739540-468: A standard they consider higher than profit-maximization for shareholders. Yvon Chouinard , founder of Patagonia , has written "Benefit corporation legislation creates the legal framework to enable companies like Patagonia to stay mission-driven through succession, capital raises, and even changes in ownership, by institutionalizing the values, culture, processes, and high standards put in place by founding entrepreneurs." Oregon House Bill 3572, signed by
585-414: A type of corporate governance in which the governance and shares are equally held by their members, such as all employees or all consumers. However, a benefit corporation may also be organized as a cooperative or vice versa. A public benefit corporation is a legal entity that is organized and taxed as either an S corporation or C corporation. Founders will want to keep in mind that C-corporations experience
630-452: A written instruction. The history, status, and authority of the content of rubrics are significant, and sometimes controversial, among liturgical scholars. In the past, some theologians distinguished between rubrics they considered of Divine origin and those merely of human origin. Rubrics were probably originally verbal, and then written in separate volumes. The earliest extant liturgical books do not contain them, but from references in texts of
675-566: Is also often used to distinguish words spoken by the celebrant and those by the congregation, or by other specific persons involved in the liturgy, e.g. those marrying. With the arrival of printing , other typographic effects such as italic type , bolded type, or different sizes of type were used to emphasize a section of text, and as printing in two colours is more expensive and time consuming, rubrication has tended to be reserved for sacred and liturgical books or luxury editions of other works. William Morris 's medievally inspired typography for
720-440: Is scheduled to open in the 4th Quarter of 2022. As of June 2022, the company had a selection of over 100 generic drugs, and by March 2023, over 350 drugs were available. In December 2023, the company has over 2200 drugs available. The drugs are sold for a price equivalent to the company's cost plus 15% markup, a $ 5 pharmacy service fee, and a $ 5 shipping fee. As of October 2024 the company ships to all 50 US States. Oshmyansky
765-470: Is the founder and CEO, and was still serving as CEO as of October 2024. Benefit corporation In business, and only in United States corporate law , a benefit corporation (or in some states, a public benefit corporation ) is a type of for-profit corporate entity whose goals include making a positive impact on society. Laws concerning conventional corporations typically do not define
810-589: The Kelmscott Press at the end of the 19th century included chapter titles and other accents in red, or rarely blue, ink, and was influential on small press art typography associated with the Arts and Crafts movement in both England and the United States , particularly the work of the Ashendene , Doves , and Roycroft Presses. Around 1900, rubrication was incorporated into a Red letter edition of
855-443: The "best interest of society", which has led some to believe that increasing shareholder value (profits and/or share price) is the only overarching or compelling interest of a corporation. Benefit corporations explicitly specify that profit is not their only goal. An ordinary corporation may change to a benefit corporation merely by stating in its approved corporate bylaws that it is a benefit corporation. A company chooses to become
900-494: The Delaware Chancery Court stated that a non-financial mission that "seeks not to maximize the economic value of a for-profit Delaware corporation for the benefit of its stockholders" is inconsistent with directors' fiduciary duties. However, the fiduciary duties do not list profit or financial gains specifically, and to date no corporate charters have been written that identify profit as one of those duties. In
945-576: The King James Version of the Bible to distinguish the Dominical words, i.e., those spoken by Jesus Christ during His corporeal life on Earth, because that translation lacked quotation marks. Other versions of the Bible have since adopted the popular practice. A rubric is an explicit set of criteria used for assessing a particular type of work or performance and provides more details than
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#1732787457739990-405: The benefit of the community". Historically, U.S. corporate law has not been structured or tailored to address the situation of for-profit companies that wish to pursue a social or environmental mission. While corporations generally have the ability to pursue a broad range of activities, corporate decision-making is usually justified in terms of creating long-term shareholder value. The idea that
1035-405: The board of directors. Next, the amendments must be approved by the directors before going to a shareholder vote. Finally they file the amended articles of incorporation with the secretary of the state. If the prior entity is an LLC or partnership there is an extra step required. For these entities the articles of incorporation themselves and the related bylaws must first be prepared and filed with
1080-412: The business conducted by the corporation does not affect its status as a benefit corporation. Instead, it provides a justification for including public benefits in their missions and activities. The benefit corporation legislation ensures that a director is required to consider other public benefits in addition to profit, preventing shareholders from using a drop in stock value as evidence for dismissal or
1125-476: The business with the same authority and behavior as in a traditional corporation, but are required to consider the impact of their decisions not only on shareholders but also on employees, customers, the community, and the local and global environment. For an example of what additional impacts directors and officers are required to consider, view the Maryland Code § 5-6C-07 – Duties of director. The nature of
1170-446: The change. Firms making the transition should also perform a "due diligence review" of their business contracts, affairs and status in order to avoid any unforeseen liability associated with changing the form of the entity. The transition process is different state by state but for Colorado it is as follows. First, the firm must prepare the aforementioned amended articles. Then, they also amend their bylaws and assign responsibilities to
1215-503: The codes apply to benefit corporations in every respect except those explicit provisions unique to the benefit corporation form. Typical major provisions of a benefit corporation are: Purpose Accountability Transparency Right of action Change of control/purpose/structure Benefit corporations are treated like all other corporations for tax purposes. Benefit corporation laws address concerns held by entrepreneurs who wish to raise growth capital but fear losing control of
1260-418: The corporation's founders to prevent it from reverting to a 'For Profit' entity at the will of their shareholders. Illinois established a new type of entity called the "benefit LLC", making the state the first to allow limited liability companies the same opportunities afforded to Illinois corporations under the state's benefit corporation law. Washington created social purpose corporations in 2012 with
1305-504: The firm is a public benefit corporation. A shareholder vote is required to amend the articles which must include "non-voting" shares. The vote must gain a two-thirds majority to pass, depending on the Articles of Incorporation. Shareholders should be notified early that dissenter's rights apply. Dissenter's rights mean that those that vote against the amendment and qualify, may require the company to buy back their shares at fair value before
1350-418: The firm should choose one or more specific public benefit projects that it will pursue. Next, the articles of incorporation should be amended to state at the beginning that the firm is a public benefit corporation. The term public benefit corporation (PBC) or another abbreviation may be added to the entity's name if the founders choose. Finally the share certificates that are issued by the entity should state that
1395-561: The first millennium it appears that written versions existed. Full rubrics regarding matters such as vesture , appearance of the altar , timing of specific liturgies, and similar matters still may be published separately. In modern liturgical books, e.g. the Catholic Roman Missal , lengthy general rubrics, probably printed in black, pertain to such matters and preface the actual order of liturgies, which contain shorter, specific rubrics that still are usually rubricated. Red
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1440-535: The governor of Oregon in July 2023, allows public contracting agencies to award contracts to benefit corporations if the goods and services are not more than 5% higher than the goods and services available from another company. There is a difference between being filing as a benefit corporation in a state, and being a certified benefit corporation also known as a B Corporation . B Corporations voluntarily promise to run their firm with social and environmental causes as
1485-483: The heavy markup that drugs see between the manufacturers and the customers. The company uses Truepill Pharmacy's accredited pharmacists to fill prescriptions. Prices are direct to consumer, without any need or role for insurance. As of February 2022, the company is in the process of constructing a 22,000-square-foot (2,000 m) factory in Deep Ellum , Dallas , for the purpose of manufacturing drugs in-house, which
1530-595: The incorporation of "benefit companies" in British Columbia . On June 30, 2020, British Columbia became the first province in Canada to offer the option of incorporating as a benefit company. In the United Kingdom, Community Interest Companies (CIC) were introduced in 2005, intended "for people wishing to establish businesses which trade with a social purpose..., or to carry on other activities for
1575-423: The opposite, and use their purchasing power to reward firms that they believe are doing social or environmental good. The Mitchell Law Review also states that around 49% of Americans have at some point in time boycotted firms whose behavior they see as "not in the best interest of society." Recent research also suggests that when variables like price and quality are held constant, 87% of customers would switch from
1620-419: The ordinary course of business, decisions made by a corporation's directors are generally protected by the business judgment rule, under which courts are reluctant to second-guess operating decisions made by directors. In a takeover or change of control situation, however, courts give less deference to directors' decisions and require that directors obtain the highest price in order to maximize shareholder value in
1665-485: The owners of the business to maximize profit. By contrast, benefit corporations expand the fiduciary duty of directors to require them to consider non-financial stakeholders as well as the interests of shareholders. This gives directors and officers of mission-driven businesses the legal protection to pursue an additional mission and consider additional stakeholders. The enacting state's benefit corporation statutes are placed within existing state corporation codes so that
1710-417: The same as their underlying corporation status, there is added benefit to taxation on charitable contributions. If a firm makes donations to a qualifying non-profit the charitable contributions receive a tax deductible status. This will lower a firm's taxes compared to a typical C-corporation that is not donating money and only focusing on short term profits. Reorganizing as a public benefit corporation affords
1755-421: The social or environmental mission of their business. In addition, the laws provide companies the ability to consider factors other than the highest purchase offer at the time of sale, in spite of the ruling on Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. Chartering as a benefit corporation also allows companies to distinguish themselves as businesses with a social conscience, and as one that aspires to
1800-401: The state of Indiana, there is no requirement for certification from a third party needed to operate as a benefit corporation. Other research has indicated a synergy between a benefit corporation and employee ownership. As a matter of law, in the 36 states that recognize this form of business, a benefit corporation is intended "to merge the traditional for-profit business corporation model with
1845-504: The state secretary. Only then will it be possible to merge or transition the previous form into the benefit corporation. According to William Mitchell Law Review journal, about 68 million US customers have a preference for making decisions about their purchases based on a sense of environmental or social responsibility. Some individuals even go as far as using their purchases to "punish" companies for bad corporate behavior when it pertains to environmental or social cause. While others do
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1890-483: The state statutes. Currently, there are no legal standards that define what constitutes a benefit corporation. A benefit corporation need not be certified or audited by the third-party standard. Instead, it may use third-party standards solely as a rubric to measure its own performance. Some authors have pointed out that in the current 36 states that recognize benefit corporations, the laws requiring certification for operation differ from state to state. For example, in
1935-828: The transaction. Thus a corporation may be unable to maintain its focus on social and environmental factors in a change of control situation because of the pressure to maximize shareholder value. Mission-driven businesses, impact investors, and social entrepreneurs are constrained by this legal framework, which is not equipped to accommodate for-profit entities whose mission is central to their existence. Even in states that have passed "constituency" statutes, which permit directors and officers of ordinary corporations to consider non-financial interests when making decisions, legal uncertainties make it difficult for mission-driven businesses to know when they are allowed to consider additional interests. Without clear case law, directors may still fear civil claims if they stray from their fiduciary duties to
1980-542: The word have been extended from its original meaning. Usually these senses are used within the set phrase "under [whatever] rubric", for example, "under this rubric, [X is true]", or "[X was done] under the rubric of Y". Such senses include: "an authoritative rule"; "the title of a statute"; "something under which a thing is classed" ; "an explanatory or introductory commentary" ; "an established rule, tradition, or custom"; or "a guide listing specific criteria for grading or scoring academic assignments" . Instructions for
2025-409: Was co-founded by radiologist Alex Oshmyansky and billionaire Mark Cuban . According to Cuban, in 2018, Oshmyansky contacted Cuban with an email titled "cold pitch" in which he asked Cuban to invest in a pharmacy he envisioned to manufacture generic drugs and skip the middleman wholesalers. The company has said that the intermediary layer of the pharmacy benefit managers is typically responsible for
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