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Legal Reform as a Catalyst for Social Enterprise: An International Social Enterprise Law & Policy Report

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In collaboration with The Lex Mundi Pro Bono Foundation on a project commissioned by Catalyst 2030, a Morrison & Foerster team drafted an unprecedented global report that includes recommendations to assist policymakers in accelerating the formation and growth of social enterprises. Morrison & Foerster’s involvement was led by Fredo Silva, San Francisco corporate partner and co-chair of the firm’s Social Enterprise and Impact Investing Group, and Olga Terets, a San Francisco corporate associate.

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We are Morrison Foerster — a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, and Fortune 100, technology, and life sciences companies. Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger.Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Prior results do not guarantee a similar outcome.

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In collaboration with The Lex Mundi Pro Bono Foundation on a project commissioned by <a target="_blank" href="https://catalyst2030.net/?utm_campaign=Lex%20Mundi%20Pro%20Bono%20Foundation&utm_source=hs_email&utm_medium=email&utm_content=201430788&_hsenc=p2ANqtz-9GRLRfoLuMHgaX2m3ocTSSbD0u_Xu9maJ2mriTJFkfhhxT476pDlJuxbjVYKeJhadbOwGitHDRl9FGWbmj_4xHnsovkyXQAzg7_Di6x8CekQ9SRa4">Catalyst 2030</a>, a Morrison & Foerster team drafted an unprecedented global report that includes recommendations to assist policymakers in accelerating the formation and growth of social enterprises. Morrison & Foerster’s involvement was led by Fredo Silva, San Francisco corporate partner and co-chair of the firm’s Social Enterprise and Impact Investing Group, and Olga Terets, a San Francisco corporate associate.The comparative analysis Legal reform as a catalyst for social enterprise: an international social enterprise law & policy report reviews laws and policies across 83 jurisdictions, with insights from dozens of regional counsel who participated in the project, to offer a menu of potential mechanisms legislators, regulators and policy makers can adopt to support and enable the development of social ventures in their jurisdictions.As part of its recommendations, the report identifies six pillars in a successful strategy to better support the growth of social enterprise:<ul><li>Clearly defining social enterprise</li><li>Enabling fiduciaries to consider stakeholders other than business owners</li><li>Providing tax benefits to social enterprises and their investors</li><li>Making investment easier for social enterprises</li><li>Guarding against corruption and “greenwashing”</li><li>Maintaining flexibility to allow for scaled application of rules and “opt-in” features</li></ul>Read the <a target="_blank" href="https://www.lexmundiprobono.org/wp-content/uploads/2022/01/Lex_Mundi_ProBono_A4_Report_INTERACTIVE_2022.pdf">full report</a> to learn more.

Legal Reform as a Catalyst for Social Enterprise: An International Social Enterprise Law & Policy Report

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Alfredo Silva is a key member of the firm’s Social Enterprise + Impact Investing Group and the Emerging Companies + Venture Capital practice. He advises companies and investors—particularly in life sciences, agtech, and fintech—on a wide range of corporate and securities matters, with a strong focus on venture capital, growth equity and corporate venture capital financings. Alfredo brings particular expertise in complex restructuring and recapitalization transactions. He also advises both impact-first and return-first investors on building mission lock into their strategies, works with clients to form Delaware public benefit corporations and structure for-profit/non-profit “hybrid” entities that can attract both philanthropic and traditional capital, and on a pro bono basis advises nonprofits and small businesses on formation, structuring and governance matters.In his private company practice, Mr. Silva has served as company or investor counsel in early- and late-stage financings, minority strategic investments and impact investments in over a hundred 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 his public company practice, Alfredo counsels issuers on strategic transactions, such as the stock-for-stock merger of Marrone Bio Innovations, Inc. with Bioceres Crop Solutions Corp, as well as corporate governance and compliance with the U.S. federal securities laws and stock exchange listing standards, including advising on cutting-edge issues with respect to ESG disclosures and materiality assessments.In addition, Mr. Silva 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. Mr. Silva 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 Mr. Silva 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, is a 2017 Lawyers Committee for Legal Diversity Fellow, and was the recipient of the American Bar Association’s 2023 National Public Service Award.

Alfredo B. D. Silva

Partner

Susan (“Suz”) co-chairs the Sustainability + Corporate Responsibility and Social Enterprise + Impact Investing 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.

Susan Mac Cormac

<div style="margin-bottom: 15px;" class="videoWrapper"><iframe class="sticky-video" title="Meet Trevor James, Tax Partner" src="https://www.youtube-nocookie.com/embed/QzAcj49XaPo?rel=0" frameborder="0" allow="autoplay; encrypted-media" allowfullscreen="1" title="iframe"></iframe></div>Trevor has over 30 years of experience in providing corporate and international tax advice. His practice focuses on advising client on the tax planning aspects of international transactions and strategic tax planning for global clients. He has particular experience in advising clients in the technology sector and IP-rich companies.Trevor has also advised clients on the design and implementation of global private equity and investment funds, including advising executive teams on the structuring of their carried interest arrangements. He is familiar with the legislation, HM Revenue & Customs guidance and current market practice in relation to such arrangements.Trevor has extensive experience in the tax-efficient structuring of complex debt securities, private placement transactions and other international finance instruments. He also advised both banks and corporates in connection with the design and implementation of financial and structured products, including mortgage, royalty and receivable securitizations transactions and covered bonds transactions.He also advises companies in connection with employee equity participation issues, including advising on HM Revenue & Customs approved share option schemes, unapproved option schemes, long-term incentive plans and direct issue of shares to employers and directors.

Trevor L James

Benjamin Fox co-chairs the Social Enterprise + Impact Investing practice and is a partner in the firm’s Transaction Department based in San Francisco. Benjamin’s practice focuses on the representation of clients in broad array of corporate and transactional matters, including early-stage and late-stage financings, secondary transactions, mergers, acquisitions, asset purchases and sales, joint ventures and corporate structuring and governance.For over a decade, Benjamin has advised leading private equity and venture capital funds, family offices and venture-backed companies focused on solving some of society’s most pressing challenges. His practice spans the energy transition and decarbonization, scientific R&D, natural capital and conservation investments, food innovation and security and breakthrough technologies in life sciences, space and AI. Benjamin’s representative clients include Generation Investment Management, Just Climate, America’s Frontier Fund, Nature’s Fynd, Acario, Builders Vision, and Aurelia Foundry.As the co-lead of the firm’s Social Enterprise and Impact Investing Group, Benjamin regularly advises clients on creative legal structures with respect to aggregating and deploying capital to maximize impact and returns, including hybrid or “tandem” structuring arrangements between nonprofit and for-profit entities. His representative philanthropic and impact clients include Elemental Impact, Rockefeller Foundation, Mark1, Rocky Mountain Institute, The Nature Conservancy, Breakthrough Energy Foundation, GRID Alternatives and Waverley Street Foundation.Benjamin earned his J.D. from the University of California, Berkeley, School of Law , where he served as an executive editor of Ecology Law Quarterly and a member of the California Law Review. Benjamin now serves as an adjunct professor at UC Berkeley Law, teaching a course on the intersection of climate change and corporate governance.Prior to law school, Benjamin 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.

Benjamin Fox

Reiko Omachi is an of counsel of Morrison Foerster Law Offices.Reiko has nearly 20 years of experience in the fields of banking and capital markets. In particular, she regularly advises major financial institutions on regulatory issues concerning cross-border financial transactions, including derivatives and structured finance, and various financial services.She also has three year experience working at the Counselor’s Office of the Ministry of Justice’s Civil Affairs Bureau of Japan, where she was in charge of amendments to Japanese private international law.Reiko was based in the London office from 2016 to 2018, where she supported international companies based or developing activities in Japan and Japanese companies based or interested in the UK or EU.Throughout her career, she has contributed to legal industry magazines and participated in domestic or international research projects including in areas of financial law, contract law, corporate law and international law.Reiko is recommended by The Legal 500 Asia Pacific for Japan: Banking and Finance and Capital Markets, and IFLR1000 for Japan: Capital Markets.Reiko received her LL.B. from the University of Tokyo in 1996 and was admitted to practice law in Japan in 2000.

Reiko Omachi

Of Counsel

Shiri Shenhav is a partner in the Transactions Department and the Mergers + Acquisitions Group based in Palo Alto. Shiri maintains a corporate transactional practice focusing on mergers and acquisitions and equity investments in the technology industry for public and private companies.Shiri regularly assists strategic buyers and private equity funds and their portfolio companies in a variety of domestic and cross-border transactions, including deal structuring and mechanics, stock and asset purchases, mergers, divestitures, and spin-offs. Shiri also regularly represents companies with respect to their equity investments, joint ventures, and other strategic transactions, as well as general corporate counseling.As an accomplished attorney certified in California and in Israel, Shiri has extensive experience representing multinational corporations and funds in cross-border transactions involving Israeli aspects. Shiri also co-leads the firm’s AI M&A Initiative.Shiri is fluent in Hebrew.<h4 dir="ltr">Representative Experience</h4><ul dir="ltr"><li>SoftBank in connection with its acquisition of Berkshire Grey.</li><li>Vontier Corporation in its sale of Global Traffic Technologies to Miovision.</li><li>Walmart in its acquisitions of Art.com, Aspectiva, BareWeb, CareZone, Eloquii, MeMD, and Zeekit.</li><li>Zivelo in its acquisition by VeriFone.</li><li>Unity Technologies in its acquisition of RestAR.</li><li>Alpine Investors and its managed IT services and software platform Evergreen Services Group in connection with the acquisitions of Alliance Solutions Group, Global Wave Group, and Telco Experts.</li><li>Alpine Investors in its acquisition of Ethisphere. </li><li>Astroscale U.S., the U.S. unit of Astroscale Holdings, in its acquisition of certain the intellectual property and other assets and proposed hiring of certain members of the staff of Effective Space Solutions R&D. </li><li>Gryphon Investors and RegEd in the acquisition of ComplianceMAX and FIRE Continuing Education businesses from National Regulatory Services.</li><li>Mirantis in its acquisition of the Docker Enterprise platform business from Docker.</li><li>Rubicon Technology Partners in its strategic majority investment in the merger of EverTrue and ThankView.</li><li>Peer5 in its sale to Microsoft Corporation.</li><li dir="ltr">Protean Electric in its acquisition by National Electric Vehicle Sweden AB.</li></ul>

Shiri Shenhav

Jennifer Buckby is a Mergers & Acquisitions and Emerging Company & Venture Capital partner based in the London office of Morrison Foerster.Jennifer advises on mergers and acquisitions, joint ventures, emerging company and venture capital transactions, and general corporate advisory matters, with particular expertise advising clients in the technology, life sciences, and food/ag sectors.Jennifer regularly represents, among other clients, Uber, Visa, SoftBank, and SoundCloud.In her M&A practice, Jennifer has represented clients in strategic domestic and cross-border mergers and acquisitions and joint venture transactions, including SoftBank in its acquisition of AutoStore and Uber on its acquisition of Autocab.In her venture capital practice, Jennifer has served as company and investor counsel in early- and late-stage financings and minority strategic investments, including representation of Visa Ventures in strategic Fintech investments around the world and SoundCloud in its Series G funding round.In 2018–19, Jennifer was seconded to Visa, working within its M&A and investments team.Prior to joining Morrison Foerster, Jennifer trained and practiced in the London and Singapore offices of an international law firm.After obtaining an LL.B. Law from the University of Bristol in 2010, Jennifer completed the Legal Practice Course at BPP Law School in 2011. She is qualified as a solicitor in England and Wales.<h4 dir="ltr">﻿Representative Experience</h4><ul><li dir="ltr">Uber in multiple cross-border acquisitions, including its acquisition of UK technology company Autocab.</li><li dir="ltr">SoftBank in multiple transactions, including its $2.8 billion acquisition of 40% of robotics company AutoStore and its $200 million investment in mobile satellite business OneWeb.</li><li dir="ltr">SoftBank Vision Fund 2 as lead investor in a $190 million financing round in UK Fintech platform Primary Bid.</li><li dir="ltr">Visa in multiple M&A and venture capital transactions, including its acquisition of a minority equity stake in Fintech unicorn Interswitch and investments in Bankable, Fidel, Ecolytiq, and TerraPay.</li><li dir="ltr">SoundCloud in multiple transactions, including its $75 million investment from Sirius XM and its acquisition of Musiio.</li><li dir="ltr">Alpine Investors in multiple acquisitions, including in connection with the Evergreen Services and Predictis platforms.</li><li dir="ltr">LIVEKINDLY Collective, one of the world’s largest plant-based food companies, in its acquisition of No Meat, Iceland Foods’ vegan meat alternative company.</li><li dir="ltr">Autodesk as lead investor in a £36 million Series B funding round for UK software maker CloudNC.</li><li dir="ltr">OrbiMed as lead investor in a $104 million Series E funding round for UK healthcare technology and diagnostics company Binx Health.</li><li dir="ltr">Ally Bridge Group as co-lead investor in a $600 million Series D funding round for surgical robotics company, CMR Surgical.</li><li dir="ltr">Ares in its investment in Swedish vehicle technology company Opus.</li><li dir="ltr">Cambridge Quantum Computing in its merger with Honeywell Quantum Solutions.</li></ul>

Jennifer Buckby

Julia’s practice spans across cross-border M&A, joint ventures, as well as private equity.Prior to joining Morrison & Foerster, Julia was an associate in the Hong Kong office of a major international law firm.Julia is fluent in English, Cantonese, and Mandarin.

李恺宜律师业务涵盖跨境并购、合资公司及私募股权。在加入美富前，李律师曾在某领先的国际法律事务所的香港办事处担任律师。李律师精通英语、粤语及普通话。

Julia Lee

Associate

Grace Tepley is an associate in the San Francisco office of Morrison Foerster and a member of the firm’s Transactions Department and Social Enterprise and Impact Investing Group.Grace represents clients on a broad range of transactional and corporate matters including 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 mergers, acquisitions, asset purchases and sales, joint ventures and hybrid or “tandem” structuring arrangements between non-profit and for-profit entities.Prior to joining Morrison Foerster, Grace worked as a part of the legal and compliance team at a Bay Area fintech startup. She also has experience working in government as a Congressional Intern and for the Colorado Supreme Court’s State Court Administrator’s Office.