Morrison Foerster’s MoFo Impact blog provides insights on the latest news, developments, and trends in the impact and social entrepreneurship space. Through MoFo Impact, Morrison Foerster attorneys dedicated to impact investing and social enterprise work offer a real-time assessment of the developments in matters that are shaping the industry. Here, we examine the unique challenges faced by social enterprises and impact investors, including issues related to impact investments, disclosure requirements, hybrid corporate forms, fiduciary duties, and beyond.<h2>ABOUT MORRISON FOERSTER</h2>We are Morrison Foerster — a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, Fortune 100, and technology and life sciences companies. The Financial Times has named the firm to its lists of most innovative law firms in North America and Asia every year that it has published its Innovative Lawyers Reports in those regions. Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger.

Social

Search

Twitter Timeline

Susan (“Suz”) chairs the Environmental, Social, and Governance (ESG), Social Enterprise + Impact Investing, and Energy practices. Her practice focuses on late-stage financings, secondaries, and other corporate transactions for investors, such as SoftBank and Temasek, and on investments for some of the top investors dedicated to impact, from “impact first” foundations to family offices to private equity funds. She co-led the drafting group for the first of the new corporate forms (the Social Purpose Corporation in California), has created hybrid/tandem corporate structures and crafted debt and equity instruments that blend impact with traditional financial terms, and has used corporate law to develop creative capital market solutions to pressing environmental problems. She also advises the boards of public and private companies on corporate governance and fiduciary duties as applied to sustainability and climate change.She was named a California Lawyer Attorney of the Year (CLAY) in 2012 and 2016 by Daily Journal and the Most Innovative Lawyer in North America in 2015 by the Financial Times.Leading Business AdvisorA powerhouse negotiator, clients note that “you cannot get a better corporate counsel” and that Suz “understands the big picture, could not be more responsive, and understands the business” (The Legal 500 US). She has extensive experience providing corporate and finance advice to companies and investors in connection with growth equity financings and secondaries, with particular experience in late-stage investments that have come to rival traditional strategic acquisitions in size and significance. Her experience includes leading some of the highest-profile late-stage investments over the past few years, including notable transactions for SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber, $4.4 billion investment in WeWork, further $10 billion investment in WeWork, $1 billion investment in SoFi, and $250 million investment in Kabbage. She has also advised Temasek on its $800 million investment in Verily Life Sciences, Intel on its equity investment in Cloudera, and each of Fortress, TPG Rise, Vision Ridge Partners, Generation Investment Management, and Pontifax AgTech in numerous mid- to late-stage investments in clean technology, sustainability, education, food, and agriculture technology.Social Enterprise and Impact InvestingSuz is the go-to legal resource for social enterprises (for-profit and non-profit companies focused on social or environmental purpose), impact investors (investors interested in social or environmental returns), and mainstream companies developing environmental, social, and corporate governance policies. With deep expertise in the impact investing model, institutional investors exploring the space turn to her for creative solutions and her ability to structure both investments and companies to emphasize impact and returns.She represents a wide range of investors who are focused on impact, from foundations like the Gates Foundation, The Nature Conservancy, and The Rockefeller Foundation, to family offices like Armonia, Cornerstone Capital, Emerson Collective, New Island Capital, and Omidyar Network, to private equity funds like Goldman Sachs, TPG Rise, Vision Ridge Partners, and Generation Investment Management, in their equity investments in companies and projects that are focused on generating impact and returns for investors. She has deep experience and expertise ensuring energy, sustainability, and other investments have positive impact through the use of new corporate forms, hybrid or “tandem” structures with non-profits and for-profits, and alternative debt and equity instruments.Notable work in this space includes the establishment of a tandem structure, The Carbon Endowment, to retire coal assets at scale while securing a revenue stream for community reinvestment and job training in coal communities. Suz also advised on the structuring of Common Sense Growth as an extension of the non-profit Common Sense Media (to invest in companies that address issues related to children, education, and technology), the establishment of a fund for TPG Rise to provide debt financing to Echoing Green fellows, the spin-out of PRX from Public Radio International (to generate new revenue flows up to the non-profit), the establishment of a for-profit joint venture with non-profit Medicines360 (to allow the non-profit to distribute its healthcare products to women in the developing world), and the structuring of a for-profit evergreen fund that allows The Nature Conservancy to aggregate return-seeking and donor capital in order to invest in preserving our natural resources. She has also advised numerous clients on converting to a public benefit corporation or social purpose corporation model (which requires balancing traditional fiduciary duties against a social or environmental purpose), including This American Life, Revolution Foods, Rise Labs, and Beneficial State Bancorp.Suz also regularly advises boards of directors of private and public companies, special committees, and CEOs on corporate governance, particularly the intersection of fiduciary duties with sustainability, and focuses on environmental, social, and governance issues.Unmatched Cleantech and Renewable Energy ExperienceIn addition to founding and chairing the firm’s Social Enterprise and Impact Investing Group, Suz serves as Chair of Morrison & Foerster’s Energy Group and has extensive experience representing start-up to late stage private companies in the clean technology or sustainability space. She provides corporate and finance advice in connection with equity and debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. She has experience working with renewable energy start-up companies and renewable energy developers in the solar, wind, and biofuels industries. Suz has assisted renewable energy start up companies with raising venture capital and has advised renewable energy developers on project acquisitions.Suz’s representative renewable energy, cleantech, sustainable, and social enterprise clients include Anaergia, Change.org, EDF Renewables, E.ON, Etsy, First Look, OneSun, Planet Labs, Rising Sun Energy, RSF Social Finance, SustainBio, Trelys, Inc., Wikipedia, and Xpansiv.Board Activity and Thought LeadershipMs. Mac Cormac was a founding board member of the Sustainability Accounting Standards Board (SASB), is a member of the board of directors of Business for Social Responsibility (BSR), the Ceres President’s Council, and the Earth Genome Project, and is an advising board member of the Committee Encouraging Corporate Philanthropy’s Strategic Investor Initiative.She has joined the faculty (teaching on the intersection of sustainability and fiduciary duties) at both the Stanford Director’s College and the Northwestern Corporate Counsel Institute and is an adjunct professor at UC Berkeley School of Law, teaching a course on Social Enterprise.

maccormac_susan_blog_150x150.png

mac-cormac_susan_common_640x280.jpg

mac-cormac_susan_heroretina_2700x1160.jpg

mac-cormac_susan_mobileretina_750x1040.jpg

mac-cormac_susan_social_600x600.jpg

Partner

Susan (“Suz”) chairs the Environmental, Social, and Governance (ESG), Social Enterprise + Impact Investing, and Energy practices. Her work focuses on advising innovative sustainable companies and investors, with particular expertise on ensuring investments have positive impact through use of new corporate forms, hybrids, alternative debt and equity instruments and disclosure.

Susan “Suz” Mac Cormac is Co-chair of the firm’s Impact, Energy, and Cleantech Groups. Her work focuses on advising innovative sustainable companies and investors, with particular expertise on ensuring investments have positive impact through use of new corporate forms, hybrids, alternative debt and equity instruments and disclosure.

Susan H. Mac Cormac

Alfredo Silva is a partner in the Corporate Group, is co-chair of the Social Enterprise and Impact Investing Group, and a member of the Pro Bono Committee. Alfredo represents companies and investors in a broad range of corporate and securities law matters, with a focus on businesses in the life sciences, agtech and fintech sectors. Alfredo’s practice includes capital markets transactions, venture capital, growth equity and corporate venture financings, tender offers and other secondary offerings, digital token matters, and mergers and acquisitions.In his public company practice, Alfredo also counsels issuers on corporate governance issues, compliance with the U.S. federal securities laws, and compliance with the listing standards of Nasdaq and the New York Stock Exchange.In his private company practice, Alfredo has served as company or investor counsel in early- and late-stage financings, minority strategic investments and impact investments in dozens of private companies, including representation of SoftBank and SoftBank Vision Fund in financings with a combined value of over $2 billion, Temasek in its $800 million minority investment in Verily Life Sciences, an Alphabet company, and Visa Ventures in strategic fintech investments around the world.In addition, Alfredo works extensively with nonprofit organizations, providing advice on fiduciary issues, entity formation, structuring and other corporate matters, and assists small businesses pro bono. He incorporated and continues to advise Illuminate, the nonprofit producer of The Bay Lights, a 25,000 LED sculpture on the western span of the San Francisco-Oakland Bay Bridge, in structuring, corporate governance, and project management matters. Alfredo currently chairs the audit committees of the boards of directors of Eat. Learn. Play. Foundation, a nonprofit founded by three-time NBA champion Stephen Curry and The New York Times bestselling author Ayesha Curry to unleash the potential of every child, and San Francisco AIDS Foundation, which for nearly 30 years has been pursuing a future where health justice is achieved for all people living with or at risk for HIV, both of which Alfredo has previously advised as corporate counsel.Alfredo is recognized by The Recorder as a 2013 Lawyer on the Fast Track, in 2014 was the inaugural recipient of the firm’s Kathi Pugh Award for Pro Bono Service, and is a 2017 Lawyers Committee for Legal Diversity Fellow.Alfredo received his B.S. degree, cum laude with distinction, in Engineering Sciences (Chemical) from Yale College in 2004 and received his J.D. degree from Yale Law School in 2008. Alfredo speaks conversational Spanish and Mandarin Chinese, and spent a year at China’s Tsinghua University researching issues in intellectual property protection on a Fulbright Fellowship.

silva_alfredo-b-d_blog_150x150.png

silva_alfredo-b-d_common_640x280.jpg

silva_alfredo-b-d_heroretina_2700x1160.jpg

silva_alfredo-b-d_mobileretina_750x1040.jpg

silva_alfredo-b-d_social_600x600.jpg

Alfredo Silva is co-chair of the firms Social Enterprise + Impact Investing practice and member of the firm’s Pro Bono Committee. He represents public and private companies and investors in a broad range of corporate and securities law matters, as well as nonprofit organizations on entity formation, fiduciary issues, and structuring.

Alfredo B. D. Silva represents public and private technology companies and strategic and financial investors in a broad range of capital markets transactions, early- and late-stage financings, and corporate governance matters in a variety of industries, including Life Sciences, Health Tech, FinTech, and SaaS.

Alfredo B. D. Silva

Benjamin Fox is an associate in the firm’s Corporate Department in the San Francisco office. Benjamin is a member of the firm’s Social Enterprise and Impact Investing and Energy and Clean Technology Groups.Benjamin’s practice focuses on the representation of clients in the clean technology, renewable energy and sustainability space. Benjamin counsels startup to late-stage private companies, venture capital and private equity investors, as well as family offices, private foundations and public charities in a broad range of transactional matters including early-stage and late-stage equity and debt financings, mergers, acquisitions, asset purchases and sales, joint ventures and hybrid or “tandem” structuring arrangements between non-profit and for-profit entities. He previously served as a member of the San Francisco Young Professionals in Energy events committee.Benjamin earned his J.D. from the University of California, Berkeley, School of Law (Boalt Hall), with a certificate of specialization in both Environmental Law and Energy and Clean Technology Law. At Boalt, he served as an executive editor of Ecology Law Quarterly, a member of the California Law Review, and a judicial extern for the Honorable Edward M. Chen of the U.S. District Court for the Northern District of California. Benjamin received the Ellis J. Harmon Prize for best legal writing in Environmental Law and Policy and was a NAPABA Law Foundation Scholarship recipient for commitment to serve the Asian Pacific American community.Prior to law school, Benjamin worked for the U.S. Department of Energy in Beijing, China and spent a year at Taiwan’s Tunghai University researching renewable energy and urban development policy on a Fulbright Fellowship. He earned his B.A., with distinction and highest honors, from the University of Michigan.

fox_benjamin_blog_150x150.png

fox_benjamin_common_640x280.jpg

fox_benjamin_heroretina_2700x1160.jpg

fox_benjamin_mobileretina_750x1040.jpg

fox_benjamin_social_600x600.jpg

Associate

Benjamin Fox is an associate in the firm’s Corporate Department in the San Francisco office. Benjamin is a member of the firm’s Social Enterprise and Impact Investing and Energy and Clean Technology Groups.

Benjamin T.R. Fox

favicon.ico

favicon-16x16.png

favicon-32x32.png

apple-touch-icon.png

MoFo Favicons

Blog - Terms of Use

Blog - Privacy Policy

Blog - Blog Disclaimer

Blog - Attorney Advertising

morrison-foerster-blog-logo.png

Provides insights into all things Ninth Circuit.

Left Coast Appeals

LEFT COAST APPEALS

Provides a data-driven look at the Federal Circuit.

Federal Circuitry- Statistics

FEDERAL CIRCUITRY

Brings together legal insights and in-depth analyses on trends and complex issues shaping the global technology industry.

MoFo Tech

MOFO TECH

Equips our clients with the most up-to-date and relevant information on employment and labor law issues.

Employment Law Commentary

EMPLOYMENT LAW COMMENTARY

In-depth analysis of developments and trends impacting government contracting.

Government Contracts Insights Blog

GOVERNMENT CONTRACTS INSIGHTS

Provides insights and reports on the most current class actions lawsuits and product liability issues that affect consumer-facing companies.

Class Dismissed Blog

CLASS DISMISSED

Our MoFo Impact blog provides insights and analysis on the latest news, developments, and trends in the impact investing and social entrepreneurship space.

mofo_share_image.jpg

MoFo Impact

  Linkedin

MoFo LinkedIN

Twitter

Twitter - MoFO Impact

MoFo Impact Blog - RSS

Stay Connected

Never miss a post from MoFo Impact. Enter your email below to stay up-to-date.

SUBSCRIBE

Legal and business insights for impact-driven changemakers

Morrison Foerster - Footer

Blogs -  Home Button

Home

Blog - Topics

Resources

Corporate Form

Crowdfunding

Deal Structures

Fiduciary Duties

Foreign Investments

Funding - Financing

IPOs

Measuring

Reporting

Topics

Blog - Editors

Editors

Blog - About

About

Blog - Subscribe

Subscribe

More

ESG: Navigating the Board’s Role Spring 2022 Course

ISS, Glass Lewis, and Now Nasdaq – Board Diversity Is Here

First Steps toward Recovery: Saving Small Businesses

Climate Links 12/7/2020

Morrison & Foerster Spearheads Launch of California Rebuilding Fund

LinkedIN

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 management, to customer and employee safety and welfare, to social responsibility, to diversity and inclusion.The seismic shifts of 2020 have thrown into sharp relief the need for companies to communicate with investors and stakeholders not only the ESG risks faced by a company, but also its strategies to address those risks and its performance against those strategies. Yet, while reporting on ESG metrics can be an important tool for gauging the long-term health and stability of a company and its preparedness to weather challenges, this space is difficult to navigate, with an overabundance of non-uniform reporting guidelines, systems, and standards. Further, this lack of uniformity and the voluntary nature of disclosures create challenges for investors seeking comparability of information across companies and industries.Read our <a rel="noopener noreferrer" target="_blank" href="https://www.mofo.com/resources/insights/200811-sasb-gri-esg-reporting.html">client alert.</a>

Marrone Bio Innovations' Acquisition by Bioceres Crop Solutions Corp

Temasek’s Joint Venture with Bayer

SoftBank Group and SoftBank Vision Fund’s Investment Transactions

Temasek's Investment in Verily Life Sciences and Agtech Space

Intel's Investment in Cloudera

Visa's Strategic Investments in the Fintech Space

Marrone Bio Innovations’ Public Offerings

Ekso Bionics Holdings, Inc.’s Stock and Warrant Financings

Temasek's Investment in Coherus, Inc.

Catalyst Biosciences, Inc. IPO/Reverse Merger and Public Offerings

Restoration Hardware's Public Offerings

InvenSense's Public Offerings

At-the-Market Programs

Marrone Bio Innovation’s Acquisition of Pro Farm and Jet-Ag

SoftBank's Acquisition of Sprint

Novellus' Merger with Lam Research

Shutterfly's Acquisition of Tiny Prints

Alfredo Silva is a partner in the Corporate Group, is co-chair of the firm's Social Enterprise and Impact Investing Group, and a member of the Pro Bono Committee. Mr. Silva represents public and priva

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 bef

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

In August 2013, the Delaware legislature added a new subchapter to the Delaware General Corporation Law (DGCL), allowing corporations to be formed as, or convert to, a public benefit corporation (PBC).<a name="_ftnref1" href="#_ftn1">[1]</a> A PBC is defined as a for-profit corporation “that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner.” Unlike traditional Delaware corporations, in which directors’ obligation to act in the best interests of the corporation and its shareholders is generally understood to mean maximization of stockholder value, directors of a PBC are required to balance its stated public benefit<a name="_ftnref2" href="#_ftn2">[2]</a> and the best interests of those materially affected by the PBC’s conduct alongside stockholder value in their decision-making.The impact community has viewed the PBC form since its adoption as an important tool to enable pursuit of social missions within the corporate construct. The PBC has also been an important symbolic marker for those social entrepreneurs committed to achieving impact goals and attracting impact-first investors. As investors have become more familiar with PBCs, and in order to promote the use of the form and board service by qualified individuals, the community has encouraged legislators to amend the rules applicable to PBCs to make it easier for corporations to adopt the new form and to clarify provisions around director liability and stockholder derivative litigation.In June 2020, both chambers of the Delaware legislature approved an amendment to the DGCL that will be immediately effective upon signing by the governor and, in addition to various changes applicable to Delaware corporations generally,<a name="_ftnref3" href="#_ftn3">[3]</a> will have the following additional effects on PBCs:<ul><li >The DGCL currently requires two-thirds stockholder approval for (i) amendments to a certificate of incorporation that convert a conventional corporation into a PBC or convert a PBC into a conventional corporation and (ii) mergers that convert shares of conventional corporations into shares of a PBC or shares of a PBC into shares of conventional corporations. The amendment reduces this requirement from two-thirds to majority stockholder approval, the same standard that applies generally to amendments to a conventional corporation’s certificate of incorporation or merger.</li><li >The amendment eliminates stockholder appraisal rights for (i) amendments to a certificate of incorporation that convert a conventional corporation into a PBC and (ii) mergers that convert shares of conventional corporations into shares of a PBC, to the extent such appraisal rights are not otherwise required under the DGCL irrespective of the effective PBC conversion.</li><li >The amendment clarifies that a director will not be considered to have a conflict of interest when balancing stockholder value alongside the PBC’s stated public benefit and the best interests of those materially affected by the PBC’s conduct solely due to the director’s interest in stock of the corporation, except to the extent that such ownership would create a conflict of interest if the corporation were not a PBC. Additionally, absent conflict of interest, any failure on the part of a director to satisfy the balancing requirement will not constitute an act or omission not in good faith for the purposes of limitation of liability or indemnification with respect to such director, unless the PBC’s certificate of incorporation otherwise provides.</li><li >The DGCL currently allows stockholders of a PBC to bring a derivative lawsuit to enforce the director fiduciary duties noted above. The amendment clarifies that any such derivative lawsuit may not be brought unless the plaintiffs own at least 2% of the PBC’s outstanding shares or, in the case of certain listed companies, shares with a value of at least $2,000,000 if such number is lower.</li></ul>For additional information on social enterprise forms, see <a href="https://www.mofo.com/special-content/impact-investing/">www.mofo.com/impact</a>. <a name="_ftn1" href="#_ftnref1">[1]</a> Delaware’s Public Benefit statute was amended by S.B. 75, effective as of August 1, 2015.<a name="_ftn2" href="#_ftnref2">[2]</a> A PBC’s stated public benefit purpose is built into the certificate of incorporation, and may include “positive effects[s]” such as “artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological” in nature.<a name="_ftn3" href="#_ftnref3">[3]</a> The DGCL provisions applicable to Delaware corporations are generally applicable to PBCs as well. The June 2020 amendments, among other things, also (i) authorize a corporation to include in its certificate of incorporation an exculpatory provision that eliminates or limits liability of directors for monetary damages for certain breaches of duty, (ii) clarify the types of events that give rise to the availability of emergency powers and the specific powers that may be exercised during an emergency condition, and (iii) permit a corporation to indemnify persons other than current or former directors or officers if such persons are successful in defending claims brought against them by reason of their conduct associated with the corporation.

santos_michael_blog_150x150.png

santos_michael_common_640x280.jpg

santos_michael_heroretina_2700x1160.jpg

santos_michael_mobileretina_750x1040.jpg

santos_michael_social_600x600.jpg

Michael Santos is an associate in the San Francisco office of Morrison Foerster and is a member of the firm’s Corporate Group. Michael is a member of the firm’s Social Enterprise and Impact Investing 

Michael P. Santos

Michael Santos

DELAWARE LEGISLATURE PASSES AMENDMENT ON PUBLIC BENEFIT CORPORATIONS

In August 2013, the Delaware legislature added a new subchapter to the Delaware General Corporation Law (DGCL), allowing corporations to be formed as, or conver

DELAWARE LEGISLATURE PASSES AMENDMENT ON PUBLIC BENEFIT CORPORATIONS

In this episode of Impactful Conversations as a part of MoFo Perspectives, Jesse Finfrock, a San Francisco-based associate in Morrison & Foerster’s Social Enterprise and Impact Investing Group, meets with Ken Doctor, the founder of Lookout Local, to discuss how he has incorporated Lookout Local’s mission into its corporate form in electing to become a Public Benefit Corporation (PBC).A PBC requires balancing the traditional fiduciary duties owed to stockholders with the social or environmental benefit that is written into the corporation’s charter documents. In this case, Lookout Local’s mission is to provide the news and information needs for the local communities it serves. “The main thing I want to do is change the conversation and repopulate these news deserts,” says Ken Doctor, so finding a corporate form that embraced his company’s values was the first step.<a rel="noopener noreferrer" target="_blank" href="https://soundcloud.com/user-496742723/05-12-impactfulconvo-v2">Listen to the full podcast</a>.

Impactful Conversations: An Interview with Ken Doctor at Lookout Local

In this episode of Impactful Conversations as a part of MoFo Perspectives, Jesse Finfrock, a San Francisco-based associate in Morrison & Foerster’s Social Enter

Impactful Conversations: An Interview with Ken Doctor at Lookout Local

<a rel="noopener noreferrer" target="_blank" href="http://www.clientsmart.net/blog/voices-in-sustainability-interview-with-susan-suz-mac-cormac">ClientSmart</a> interviewed Morrison & Foerster’s Suz Mac Cormac, chair of the firm’s Social Enterprise and Impact Investing and Energy practices, about the Business Roundtable’s adoption of a new “Statement on the Purpose of a Corporation.”The statement changes the definition of the purpose of a corporation to include not just shareholders but also stakeholders: customers, employees, suppliers, communities, and the environment. “I think there are three principal factors that [prompted the Roundtable’s action],” Suz said, noting that these include “the growing realization by CEOs and boards of directors…of the tie between environmental, social, and governance factors (ESG) and shareholder value,” as well as shareholder pressure and employee activism. “I think the CEOs and the Roundtable felt pressure to make a statement that would signal they are paying attention to these various voices.”Suz says that there is “definitely a significant move” in the direction of C corps adopting a Statement of Purpose, and she said she would advise clients to do so. “But even more importantly, I would advise my clients to pay close attention to ESG factors that may impact their companies’ bottom line in the long run. Why? Because your employees care, because your customers care, and because your shareholders care, and not caring will affect your earnings.”

Voices in Sustainability: Interview with Susan (Suz) Mac Cormac

ClientSmart interviewed Morrison & Foerster’s Suz Mac Cormac, chair of the firm’s Social Enterprise and Impact Investing and Energy practices, about the Busines

Voices in Sustainability: Interview with Susan (Suz) Mac Cormac

The MoFo Impact team recently published two articles in the Daily Journal on legal forms for social enterprises. The first article, “<a rel="noopener noreferrer" target="_blank" href="http:https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt4a6826508cbc83c0/6273ef265f7b601eaaebeabf/190720-corporate-structure-for-impact.pdf">Leveraging Corporate Structure for Impact</a>,” summarizes the different forms that entrepreneurs and investors alike should consider to help save our planet and improve the lives of the people on it. In “<a rel="noopener noreferrer" target="_blank" href="http:https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blted48979b91062134/6273ef2723c6cf2a1c3b0e54/190815-your-social-enterprises-legal-form.pdf">10 Considerations for Your Social Enterprise’s Legal Form</a>,” we explain how to find the right organizational structure for a social enterprise to maximize its business opportunities and impact goals.

Susan (“Suz”) Mac Cormac is a Corporate partner at Morrison & Foerster in San Francisco and chairs the Energy and Social Enterprise and Impact Investing practices. Her practice focuses on late-stage f

Susan Mac Cormac

MoFo Impact Publishes Guides on Social Enterprise Corporate Form

The MoFo Impact team recently published two articles in the Daily Journal on legal forms for social enterprises. The first article, “Leveraging Corporate Struct

MoFo Impact Publishes Guides on Social Enterprise Corporate Form

Members of the MoFo Impact team contributed two chapters in <a rel="noopener noreferrer" target="_blank" href="https://www.americanbar.org/products/inv/book/383401893/">The Lawyer’s Corporate Social Responsibility Deskbook: Practical Guidance for Corporate Counsel and Law Firms</a>, published by the American Bar Association. This new guide is a comprehensive resource for in-house and outside counsel to help their companies, firms, and clients develop effective corporate social responsibility programs. Susan Mac Cormac, Jesse Finfrock, and Benjamin Fox authored the chapters on impact investing and alternative legal structures, covering the following:Impact Investing<ul><li>Impact investment instruments <ul><li>Convertible debt</li><li>Preferred equity</li><li>SAFEs</li><li>Bonds</li></ul></li><li>Impact investor structures <ul><li>For-profit funds designed to promote impact</li><li>Foundations</li><li>Hybrid funds</li></ul></li><li>Impact measurement and reporting <ul><li>ESG factors for existing public companies</li><li>Integrated reporting</li><li>New corporate forms</li><li>New Delaware statutes</li></ul></li></ul>Alternative Legal Structures<ul><li>Overview <ul><li>Understanding the Driving Forces behind the Proliferation of the New Corporate Forms</li><li>Marrying Nonprofits with For-Profits (Hybrid or Tandem Structures)</li><li>Overview of the New Types of Alternative Legal Entities – L3C, SPC/PBC, Benefit Corporations, Benefit LLCs</li></ul></li><li>Hybrid (tandem) entities <ul><li>Benefits of hybrid structures</li><li>Legal and practical issues with hybrid structures</li><li>General requirements and best practices for hybrid structures</li><li>Hybrid fund structures</li></ul></li><li>For-profit entities <ul><li>Benefit corporation, including certain state differences</li></ul></li></ul>For more information, see the <a rel="noopener noreferrer" target="_blank" href="https://www.americanbar.org/content/dam/aba-cms-dotorg/products/inv/book/380106060/Table%20of%20Contents.pdf">full table of contents</a> or <a rel="noopener noreferrer" target="_blank" href="https://www.americanbar.org/products/inv/book/383401893/">order a copy of the deskbook</a>.

Benjamin Fox is an associate in the firm’s Corporate Department in the San Francisco office. Benjamin is a member of the firm’s Social Enterprise and Impact Investing and Energy and Clean Technology G

Benjamin Fox

MoFo Impact Published in ABA Corporate Social Responsibility Deskbook

Members of the MoFo Impact team contributed two chapters in The Lawyer’s Corporate Social Responsibility Deskbook: Practical Guidance for Corporate Counsel and 

MoFo Impact Published in ABA Corporate Social Responsibility Deskbook

Four years after Delaware first enacted its Public Benefit Corporation (PBC) statute, the state has taken another step forward in advancing legal entity forms for social enterprises. In August 2018, Delaware added a new legal entity to its code: the Public Benefit Limited Liability Company, or PBLLC.

Introducing the Public Benefit LLC

Four years after Delaware first enacted its Public Benefit Corporation (PBC) statute, the state has taken another step forward in advancing legal entity forms f

Topic Archives: Corporate Form

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

By: Alfredo B. D. Silva

DELAWARE LEGISLATURE PASSES AMENDMENT ON PUBLIC BENEFIT CORPORATIONS

By: Alfredo B. D. Silva and Michael P. Santos

Impactful Conversations: An Interview with Ken Doctor at Lookout Local

Voices in Sustainability: Interview with Susan (Suz) Mac Cormac

MoFo Impact Publishes Guides on Social Enterprise Corporate Form

By: Susan H. Mac Cormac

MoFo Impact Published in ABA Corporate Social Responsibility Deskbook

By: Susan H. Mac Cormac and Benjamin T.R. Fox

Introducing the Public Benefit LLC