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MoFo Advises Cornerstone Capital Group in Merger with Pathstone

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Morrison & Foerster advised Cornerstone Capital Group, an SEC-registered investment advisor and early leader of ESG investing, in its merger with Pathstone, an independently operated advisory firm offering families, family offices, and select nonprofit institutions comprehensive family office services and customized investment advice.



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Morrison & Foerster advised Cornerstone Capital Group, an SEC-registered investment advisor and early leader of ESG investing, in its merger with Pathstone, an independently operated advisory firm offering families, family offices, and select nonprofit institutions comprehensive family office services and customized investment advice.Cornerstone’s mission is to help investors achieve targeted environmental and social impact goals without sacrificing investment performance. Their leadership and expertise in sustainable and impact investing will enhance Pathstone’s existing efforts in this increasingly important approach to portfolio construction.The MoFo deal team was led by San Francisco partner Suz Mac Cormac, with support from associates Jesse Finfrock (San Francisco, Corporate) and Lee Nisson (New York, Corporate), partners Bernie Pistillo (San Francisco, Tax) and Susan Gault-Brown (Washington, D.C., Investment Management), and of counsel Oswald Cousins (San Francisco, Labor + Employment), Tushna Gamadia (New York, Real Estate), and Vincent Novak (San Francisco, Finance).Read more in Pathstone’s <a target="_blank" href="https://www.prnewswire.com/news-releases/pathstone-announces-the-addition-of-cornerstone-capital-group-301237607.html">press release</a>.

MoFo Advises Cornerstone Capital Group in Merger with Pathstone

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Susan (“Suz”) co-chairs the Environmental, Social, and Governance (ESG) 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 H. Mac Cormac

Partner

Bernie Pistillo is a partner in the San Francisco office of the firm’s Federal Tax Group. He regularly advises on the U.S. federal income tax aspects of international and domestic mergers and acquisitions, corporate restructurings and spin-offs, and tax controversy matters in the international area, particularly transfer pricing, the development and exploitation of technology and intellectual property and the structuring of international operations for both start-up entities and existing corporate groups. His practice involves the coordination of tax laws in multiple jurisdictions to develop and implement cross-jurisdictional tax planning, overall operational synergies and worldwide tax minimization strategies. He also is regularly involved in the negotiation of strategic joint ventures and partnerships and the structuring of private equity funds and their investments. Bernie also advises on financial product development and the tax aspects of financial institution and insurance company operations.Bernie is a member of the Dean’s Advisory Board at Tulane University School of Law, the Steering Committee of the Northern California Chapter of the U.S.A. Branch of the International Fiscal Association, the Planning Committee for the USC Gould School of Law Tax Institute, and the Tax Review and the Tax Club, both in New York City. He is admitted to practice in California, New York and Arizona.He is a frequent lecturer and author on matters relating to international taxation and corporate taxation generally.Bernie is recommended by Legal 500 US for US Taxes: Contentious, US Taxes: Non-Contentious and International Tax.Recent Client Transactions include:<ul><li>Softbank Corp. in connection with its $1 billion investment in WorldVu Satellites Ltd (OneWeb) and of SoftBank and OneWeb in connection with the negotiation and execution of an agreement pursuant to which OneWeb will merge with Intelsat SA in a share-for-share transaction.</li><li>Temasek Holdings Pte Ltd in making an $800 million investment in Verily Life Sciences (formerly Google Life Sciences), Alphabet’s health-focused subsidiary.</li><li>Boyd Gaming Corporation in the sale of its 50% equity interest, valued at $900 million, in Marina District Development Holding Company, LLC, the parent company of Borgata Hotel Casino & Spa in Atlantic City, New Jersey, to MGM Resorts International.</li><li>The co-founder of Broadcom Corp. in connection with its acquisition by Avago Technologies Ltd. in a cash and stock transaction with a combined enterprise value of $77 billion.</li><li>VMWare in planning a joint venture with EMC Corporation to form a new cloud services business, as well as in connection with the planned $67 billion acquisition of EMC by Dell Inc. using tracking stock of VMWare.</li><li>McKesson Corporation in numerous acquisitions in the healthcare and related areas.</li><li>SoftBank Corp. in connection with its acquisition of a 78% interest in Sprint Nextel for an enterprise value of $44.8 billion.</li><li>MicroPort Scientific Corp. in connection with its acquisition of the worldwide OrthoRecon operating segment of Wright Medical Group Inc.</li><li>Toshiba Tec Corp. on its $874 million acquisition of the worldwide retail store solutions business of IBM Corp.</li><li>Textainer Group Holdings Ltd. in connection with a review of its worldwide operating structure to improve financial and legal efficiencies.</li><li>Novellus Inc. in its tax-free stock-for-stock acquisition by Lam Research Corp valued at $3.3 billion.</li><li>Carlyle Group in its acquisition of Walbro Engine Management from Sun Capital Partners and related LBO financing</li></ul>

Bernie J. Pistillo

Tushna Gamadia has over two decades of experience representing clients in complex commercial real estate transactions, with a particular emphasis on joint ventures, acquisitions and dispositions of properties, and real estate finance.Tushna regularly represents domestic and overseas investors and developers in joint venture projects throughout the United States and in the acquisition, financing, management, development, and sale of these projects. She has worked on the purchase, sale, development, leasing, and operation of commercial real estate properties, including shopping centers, office buildings, multi-family residential properties, mixed-use condominium projects, and hotels. She has advised borrowers and lenders on all aspects of real estate finance, including securitized lending, balance sheet lending, syndicated loan transactions, construction loans, preferred equity, and private equity transactions. Tushna also has experience representing developers in obtaining EB-5 financing for development projects.Tushna is also actively engaged in pro bono matters, including advising nonprofit institutions, international charities, and small businesses in connection with corporate and real estate matters, and advising community members in connection with family law and immigration matters. She is the 2020 recipient of Morrison Foerster’s Kathi Pugh Award for Pro Bono Service.In 2022 and 2023, The Legal 500 US named Tushna a Rising Star for Real Estate Finance.Tushna earned her J.D. from Cornell Law School, where she was a symposium editor of the Cornell Law Review, and her B.A. magna cum laude, Phi Beta Kappa from Middlebury College.

Tushna Gamadia

Of Counsel

Vincent Novak devotes his practice to advising clients in complex financing transactions across a variety of industries. He represents public and private companies, private equity sponsors, financial institutions, renewable energy investors, social enterprise and impact investors, venture-backed companies and emerging and multinational companies in connection with domestic and cross-border financial transactions.He assists clients in both secured and unsecured loans and revolving facilities, bilateral and syndicated lending, acquisition finance, asset and cash-flow based lending, letter of credit financing, equipment leasing and debtor-in-possession financing in bankruptcy proceedings. Vincent also has deep experience advising on complex royalty financing in connection with investment in and development of renewable energy projects. Vincent is able to guide clients through the intricate issues present in a wide range of industries, having negotiated deals in sectors such as high tech, financial services, life sciences, pharmaceuticals, and renewable energy (including wind and solar). He has also represented innovative companies in matters involving cutting-edge intellectual property.Vincent brings to bear extensive experience in bankruptcy and insolvency transactions and proceedings, representing creditors such as lenders and counterparties to contracts exposed to bankruptcy risk. He has represented creditors’ committees in safeguarding the interests of unsecured creditors, represented debtors in Chapter 11 reorganization, and has assisted clients in the purchase of assets of companies in distressed circumstances or in bankruptcy. His experience also includes addressing cross-border insolvency issues and structuring transactions to minimize the impact of bankruptcy.Vincent is admitted to practice in the State of California and before the United States District Courts for the Northern, Central, Eastern, and Southern Districts of California, as well as before the Ninth Circuit Court of Appeals. He is a member of the American Bankruptcy Institute, the Turnaround Management Association, the Bar Association of San Francisco and the American Bar Association. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee.<h4>Representative Experience</h4><ul><li>Represented a surgical robotics technology company in obtaining a $100 million senior secured working capital credit facility.</li><li>Represented a biotargeting oncology company in connection with a $60 million multitranche senior secured credit facility.</li><li>Represented a producer of internet-connected industrial sensors in obtaining a $50 million senior secured revolving credit facility.</li><li>Represented an investment management firm in obtaining a $1.245 billion secured credit facility to fund the acquisition of 1.55 million acres of timberland throughout the United States.</li><li>Represented a private equity fund in the development of more than 10,000 MW of wind and solar power facilities in the United States through royalty-generating joint venture arrangements.</li><li>Represented a pharmaceutical company in connection with a $600 million drug co-development arrangement secured by substantially all the assets of the venture partner.</li><li>Represented Alpine Investors and its portfolio company Evergreen Services Group in financing a number of acquisitions of portfolio companies. </li><li>Represented Gryphon Investors in financing its acquisition of RegEd, Inc., the leading provider of compliance and regulatory management services for insurance companies, broker-dealers, banks, and other financial services companies.</li><li>Represented Spark Networks in financing its acquisition of a portfolio of online dating companies in North America and Europe.</li><li>Represented Real Industry, Inc. and affiliates as debtor’s counsel in their chapter 11 bankruptcy cases in connection with a $255 million senior secured debtor-in-possession revolving credit facility and an $85 million secured debtor-in-possession note purchase agreement.</li><li>Represented Maxus Energy Corporation and affiliates as debtor’s counsel in their chapter 11 bankruptcy cases in connection with a $63 million senior secured debtor-in-possession credit facility. </li><li>Represented Sungevity, Inc. and affiliates as debtors in their chapter 11 bankruptcy cases in connection with a $20 million secured debtor-in-possession credit facility. Sungevity and its affiliated debtors are engaged primarily in the business of providing design, installation, financing and maintenance services for residential solar energy systems.</li><li>Represented Nikon Corporation, Intel Corporation and numerous other technology companies in the chapter 11 bankruptcy case of Eastman Kodak Company to protect their intellectual property rights in the sale of Kodak’s patent portfolio.</li><li>Represented AmericanWest Bancorporation in its chapter 11 case in the first use of a bankruptcy sale process designed to save an undercapitalized bank from liquidation by the FDIC. Turnaround Management Association recognized this as a Transaction of the Year, and the Financial Times featured the transaction in its report on the Most Innovative U.S. Law Firms.</li><li>Represented the chapter 11 trustee for MF Global Holdings Ltd. in its bankruptcy in the largest chapter 11 case of 2011, assisting the company to help settle more than $3 billion of claims against affiliates, and eliminating a $1.6 billion shortfall in customer accounts.</li><li>Represented CoinLab, Inc., the largest creditor in the U.S. and Japanese bankruptcy cases of MtGox Co., Ltd., the then-largest Bitcoin exchange in the world.</li><li>Represented affiliates of Trilogy, Inc. in connection with a debtor-in-possession loan and global IP licensing dispute in the dueling bankruptcy estates of software company Think3, Inc. in U.S. and Italy. </li><li>Represented technology company Electroglas, Inc. as debtor’s counsel in the successful sale of business and liquidation of foreign operations in France, Germany, Taiwan, China, Singapore and other jurisdictions in cross-border insolvency proceedings.</li><li>Successfully defended the former CEO of Atari Inc. from $20 million fraudulent transfer claim by aggressive Chapter 7 trustee, resulting in complete victory in the Ninth Circuit Court of Appeals.</li><li>Represented Official Committee of Unsecured Creditors of homebuilder Dunmore Homes, Inc.</li></ul>

Vincent J. Novak

Social Enterprise + Impact Investing