From “To B or Not To B”

1. A “B Corporation” is Not a New Corporate Form
A “B Corporation” or “B Corp” is a certification mark – like a “Good Housekeeping” seal of approval or “LEED” certification.  B Labs has done a very good job of creating a framework for companies to evaluate their business and operations on ESG factors and to then receive a score or ranking. 


September 27, 2016Corporate Form, Deal Structures

From “To B or Not To B”

1. A “B Corporation” is Not a New Corporate Form A “B Corporation” or “B Corp” is a certification mark – like a “Good Housekeeping” seal of approval or “LEED” certification.  B Labs has done a very good job of creating a framework for companies to evaluate their business and operations on ESG factors and to then receive a score or ranking.  ...›

September 3, 2020Resources

Capital Markets Embrace a Novel Corporate Form

In 2013, Delaware passed legislation adopting a new corporate form, the public benefit corporation (PBC), with a view to allowing directors of for-profit corporations to take actions not just in pursuit of stockholder returns, but also with the “[intent] to produce a public benefit or benefits and to operate in a responsible and sustainable manner.” ...›

September 3, 2020Resources

Recent Changes in Human Capital and D+I for Public Companies

On August 26, 2020, the Securities and Exchange Commission (SEC) announced, as part of its ongoing initiative to modernize Regulation S-K disclosure, amendments that add human capital resources as a separate disclosure topic, including any human capital measures or objectives that issuers focus on in managing their business.  This development follows years of mounting pressure from ...›

September 3, 2020Resources

New California Law to Require Representation from “Underrepresented Communities” on Boards of Public Companies Headquartered in California

California’s Assembly Bill (“AB”) 979 is set to make waves both within the state and across the country as a groundbreaking new law that would require companies to diversify their boards and reserve seats for directors from “underrepresented communities.” The bill defines a director from an “underrepresented community” as “an individual who self-identifies as Black, ...›

August 12, 2020Corporate Form, Measuring, Reporting

SASB and GRI Team Up to Tackle the Opaque Landscape of ESG Reporting

The year 2020 was already predicted to be a year of heightened focus on environmental, social, and governance (ESG) topics for public companies—and that was before the COVID-19 pandemic and widespread protests galvanized by the Black Lives Matter movement increased the call for corporate discussion and action on topics ranging from operational resilience and risk ...›

August 11, 2020Funding/Financing, Measuring, Reporting

ESG Goes Mainstream: How “Return First” PE Funds Can Factor ESG Considerations into Their Investment and Portfolio Management Strategies

Considering environmental, social, and governance (ESG) factors when making an investment is no longer solely the province of “impact-first” investors—those who prioritize social or environmental impact above return on capital—but has become, to one degree or another, the norm among private equity (PE) funds. As the calls from both investors and consumers for companies to ...›

July 30, 2020Resources

MoFo Spearheads California Task Force to Save Small Businesses

When California became the first state to go into COVID-19-related lockdown in late March, Morrison & Foerster San Francisco-based corporate partner Susan (Suz) Mac Cormac was alarmed by what she knew would be a devastating impact on the state’s small businesses. Her concern was compounded by the fact that, while government relief programs were enacted, they might ...›

July 1, 2020Measuring, Reporting

COVID’s Impact on PBC Fiduciary Duties: Understanding Director Obligations in an Economic Downturn

In August 2019, a group of nearly 200 chief executives issued a statement, arguing that the role of corporations should be redefined from solely maximizing shareholder value to also “invest[ing] in their employees, protect[ing] the environment and deal[ing] fairly and ethically with their suppliers.” Making that shift is hard when boards of directors are subject to ...›

June 25, 2020Funding/Financing, Measuring, Reporting

Impactful Conversations: An Interview with Rodney Foxworth at Common Future

In this episode of Impactful Conversations, Michael Santos, a social-enterprise- and impact-investing associate in Morrison & Foerster’s San Francisco office, interviews Rodney Foxworth, the CEO of Common Future. Based in Oakland, California, Common Future tackles wealth inequality nation-wide by focusing on the needs of communities that have been the most negatively impacted by injustice, extraction, and exploitation. ...›