Susan Mac Cormac is a partner in the Corporate Group of Morrison & Foerster’s San Francisco office. She currently serves as a co-chair of the Venture Capital/ Emerging Companies Group and the Cleantech Group for the firm worldwide.

Ms. Mac Cormac has extensive experience representing start-up to late-stage private companies primarily in the Cleantech or Sustainable space. She provides corporate and finance advice in connection with mergers, acquisitions, asset purchases and sales, reorganizations, joint ventures, and equity and debt financings. She regularly advises boards of private and public companies, special committees, and CEOs on corporate governance and Corporate Social Responsibility (“CSR”) issues. Ms. Mac Cormac also represents nonprofit corporations involved with Sustainability and CSR, providing advice to their boards on fiduciary issues, conflicts of interest, and other corporate matters.

Further, Ms. Mac Cormac represents both general partners and limited partners in connection with venture fund formation and investment in other funds and portfolio companies.

Ms. Mac Cormac’s representative Cleantech clients include Advanced Refining Concepts, Altra Biofuels, Agile Waves, Arcadia, Biosignal, Carbonetworks, ElectraTherm, Photon Energy Systems, and Veristeel. Her representative sustainable and social enterprise company clients include Divinely D’lish/18 Rabbits, Oliver Ranch, Revolution Foods, and Small Potatoes Urban Delivery. Her nonprofit clients include the Biomimicry Institute, Business for Social Responsibility, Goodwill, Pacific Forest and Watershed Lands Stewardship Council and RSF Social Finance. Her venture fund clients include Darwin Venture Fund-of-Funds and Pacific Community Ventures

After working in New York for three years, Ms. Mac Cormac joined the firm as an associate in 1997 and became a partner in 2001. Ms. Mac Cormac was born in Davidson, North Carolina, and graduated in 1988 from Williams College with a degree in Political Economy. She received her J.D. and LL.M. degrees from Duke University School of Law in 1993. Ms. Mac Cormac lives in the Presidio National Park with her husband and two young boys (Eddie and Alex).

Ms. Mac Cormac is admitted to practice in both California and New York.

Recent Published Articles

• Shareholder Resolutions: Sustainability as the Next Executive Compensation, CSR Journal (Corporate Social Responsibility Committee of the International Section of the ABA), August 2008
• The Emergence of New Corporate Forms, InSight Magazine - Cpd (Centre for Policy Development), January 2008
• Trends in Cleantech Investing, NVCA (National Venture Capital Association) Today, September 2007 (co-authored with David Riley)
• Corporate Social Responsibility and Fiduciary Duties in Public and Private Companies, Prince of Wales Trust, October 2007
• Climate Change Roundtable, 8-K California Daily Journal, Fall 2007
• The Emergence of New Corporate Forms, Corporation 20/20, November 2007

Recent Speaking Engagements

• Monetizing Carbon in Light of Emerging Technologies, Regulations and Legal Structures, California Climate Change Law Conference (San Francisco, August 2008)
• How to Monetize Carbon in the Current Capital Markets, Harvard Club (San Francisco, June 2008)
• The Environment and the Board, Directors’ College (Stanford, June 2008)
• Leadership Influencing the Clean Technology Landscape, Moderator, Cleantech Forum XVI (San Francisco, February 2008)
• Member of the Advisory Board, Cleantech Investor Summit (Palm Springs, February 2008)
• Corporate Social Responsibility Achieving Success Through Honoring Responsibility, 19th Annual General Counsel Conference (New York, June 2007)
• Carbon Finance and Climate Risk, GreenVest Conference (San Francisco, June 2007)
• The Green Energy of Tomorrow, AlwaysOn, Going Green (Davis, September 2007)
• Corporate Social Responsibility Standards, California Bar Association Annual Meeting (Anaheim, September 2007)
• Emergence of New Corporate Designs, Summit of the Corporation, Corporation 20/20 (Boston, November 2007)
• Cleantech Investment Trends, EcoTuesday (San Francisco, December 2007)

Representative Cleantech Clients

• Advanced Refining Concepts converts waste into energy. We provide corporate and intellectual property advice as they start manufacturing and selling into the U.S. market.
• Altra Biofuels is a large manufacturer and developer of renewable biofuels. We provide general corporate advice in connection with mergers and acquisitions. Further, we advised on the sale of cellulosic technology by Altra to EdenIQ, Inc. in return for cash and stock consideration.
• Agile Waves provides technology solutions to measure electric, gas, and water consumption at a home or business, calculates its carbon footprint in real time, and makes this information readily available on a wall-mounted touchscreen or webpage. We provide advice on corporate matters.
• Arcadia is developing agricultural products to capitalize on opportunities to benefit the environment and enhance human health. Arcadia is specifically working to establish the groundwork for a carbon credit methodology in China and other countries applicable to nitrogen-efficient crops. We provide general corporate and financing advice and advice in connection with mergers and acquisitions.
• Biosignal is a biomimicry company that offers antibacterial solutions across a broad range of applications, from industrial to therapeutics. We provide general corporate, intellectual property, and tax advice.
• Carbonetworks provides software tracking for carbon emissions and a trading platform for carbon credits. We provide general corporate, technology transaction, securities, and financing advice.
• Photon Energy Systems is a nano-solar company to which we provide general corporate and financing advice.
• Veristeel, Inc. manufactures structural panels that are designed to provide manufacturers of mobile/modular offices, classrooms, manufactured housing, and other factory-built structures with a superior, lightweight structural sub-floor and roof panel and achieve LEED certification. We assisted this company with its formation, purchase of assets required for manufacturing, and several rounds of financing. We provide ongoing general corporate advice.

Representative Sustainable or Social Enterprise Clients

• Divinely D’Lish/18 Rabbits produces top-quality organic granola and granola bars that are sold in Peet’s Coffees, Whole Foods, and many other retail locations. We provide general corporate advice in connection with the operations of the company and private placements.
• Oliver Ranch sources, markets, and sells sustainable beef products over the Internet. We provide general corporate, intellectual property, and labor advice.
• Revolution Foods transforms school food service by providing healthy food, nutrition education, and operational support for schools in California. We serve as outside corporate counsel to the company and provide intellectual property, trademark, tax, employment, and other legal support. We assisted with their Series B private placement during 2007.
• Small Potatoes Urban Delivery (SPUD) offers organic home food delivery services throughout Canada. We have assisted SPUD in its acquisition (through stock and asset purchases) of other organic home delivery companies in the United States.

Nonprofit Organizations

• Biomimicry Institute is a not-for-profit organization whose mission is to naturalize biomimicry in the culture by promoting ideas, designs, and strategies from biology to sustainable human systems design. We are working with the Institute to develop, commercialize, and implement its intellectual property strategy.
• Business for Social Responsibility provides information, tools, training, and advisory services to make corporate social responsibility an integral part of business operations and strategies. We serve as outside general counsel to BSR and provide a wide array of general corporate, intellectual property, tax, and employment advice.
• Chemical Strategies Partnership (CSP) seeks to reduce chemical use, waste, risks, and costs through transformation of the chemical supply chain. We are assisting CSP in preparing forms of outsourcing agreements.
• Fujitsu has established a $35 million fund from surplus litigation settlement funds. We have assisted Fujitsu in establishing a program to use those funds to purchase Fujitsu products and equipment and to donate the same to schools, hospitals, and other nonprofit organizations. We provide continuing corporate, tax, and other support for the grant program.
• Goodwill has established a joint venture with the founder of Joe Boxer to manufacture and sell reconstituted clothing. We are assisting with the formation of the joint venture, including establishment of the most appropriate legal form and preparation of necessary documentation.
• Pacific Forest and Watershed Lands Stewardship Council was established to oversee and carry out the Land Conservation Commitment established by the Settlement Agreement and Stipulation by and between PG&E and the California Public Utilities Commission and to provide funds for the purpose of providing a wilderness experience for urban youth. We serve as outside corporate counsel for this nonprofit corporation and provide advice on a wide array of legal issues related to the structure of the foundation, corporate governance, conflicts of interest and fiduciary duties, grant-making, employment, land use, and environmental.
• RSF Social Finance provides socially responsible investors, donors, for-benefit organizations, and social enterprises innovative investing, lending, and philanthropic services to promote environmental, social, and economic sustainability. We provide general corporate, structuring, finance and contract advice to RSF Social Finance.

Private Equity Funds

• Darwin Venture Fund-of-Funds is a fund-of-funds. We have represented the managing member in the formation, structuring, and documentation of its first $40 million fund.
• Pacific Community Ventures provides resources and capital to businesses that have the potential to bring significant economic gains to low/moderate, income communities. We have represented the managing member in the formation, structuring, and documentation of its second and third double-bottom-line socially responsible funds.