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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.

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 partner in the Transactions Department, co-chair of the firm's Social Enterprise and Impact Investing Group, and a member of the ESG Strategy 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. Alfredo also helps clients leverage environmental, social and governance (ESG) factors to evaluate risk and opportunities and to invest responsibly in businesses seeking sustainable growth and impact.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 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, 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 charity founded by four-time NBA champion Stephen Curry and The New York Times bestselling author Ayesha Curry to unleash the potential of every child, and Berkeley Repertory Theatre, an international leader in innovative theater whose shows have won eight Tony Awards, nine Obie Awards and a Pulitzer Prize, among many other honors.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 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.

Alfredo B. D. Silva

Partner

Susan (“Suz”) co-chairs the ESG + Sustainability 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 is a partner in the firm’s San Francisco office and a member of the firm’s Social Enterprise and Impact Investing Group. Benjamin’s practice focuses on the representation of clients in corporate and transactional matters, with a focus on investors and companies dedicated to pursuing social or environmental goals alongside financial returns.Benjamin counsels startup to late-stage private companies and venture capital and private equity investors, as well as family offices, private foundations, and public charities in early-stage and late-stage financings, mergers, acquisitions, asset purchases and sales, joint ventures, and hybrid or “tandem” structuring arrangements between nonprofit and for-profit entities. Benjamin has extensive experience working with investors and companies in the climate technology and infrastructure and sustainability space. He regularly advises clients on creative legal structures with respect to aggregating and deploying capital to maximize impact and returns.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.

Benjamin Fox

Reiko Omachi is of counsel to 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 in the 2024 editions of The Legal 500 Asia Pacific 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 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 a corporate associate in the San Francisco office of Morrison Foerster.Prior to joining the firm, Grace served as a Congressional Intern in the U.S. House of Representatives and as an Intern with the Office of Language Access at the Colorado Supreme Court’s State Court Administrator’s Office. In 2020 and 2021, she worked as a legal intern at the Bay Area fintech startup, Blend.Grace earned her J.D. with Pro Bono Honors from the University of California, Berkeley, School of Law, where she was awarded Certificates in Business Law and Public Interest and Social Justice. She served as a Board Member of the Startup Law Initiative and the Berkeley Business Law Journal. In addition, Grace was a Student Fellow for the New Business Community Law Clinic.Grace holds a B.A., with distinction, in International Affairs and a Certificate in Global Public Health from the University of Colorado, Boulder.

Grace Tepley

William Lane is a corporate associate in the San Francisco office of Morrison Foerster.Prior to joining the Transactions Department, William was a Summer Associate in the San Francisco office. William also has experience as a Legal Intern for Twitter, where he focused on advertising laws. William earned his J.D. from University of Southern California. He also holds a B.A. in Economics from University of Michigan.

William Lane

Benjamin is a member of the firm’s Patent Group, specializing in patent prosecution, with a focus on machine learning, imaging systems, and medical devices.Benjamin’s expertise includes drafting and prosecuting domestic and international patent applications, conducting noninfringement and invalidity studies, and providing strategic counseling. He maintains an active pro bono practice and has helped several Afghan allies receive asylum in the U.S.Prior to joining Morrison Foerster, Benjamin gained extensive experience as a systems engineer and patent agent in the semiconductor industry. He led a team to design, quantify, and implement a source system for ion implantation of exotic materials in high-volume computer chip manufacturing, significantly increasing chip efficiency, and received an award recognizing outstanding execution. As a patent agent, he conducted patentability and freedom to operate analyses, and made patent filing and renewal recommendations to manage a large IP portfolio.Benjamin also worked at Cornell University’s particle accelerator where he developed and implemented a cryogenically cooled X-ray monochromator system to enable a high-energy beamline used to study advanced materials in their operating environments.Benjamin holds a B.S. and M.E. in Mechanical Engineering, as well as a J.D., all from Cornell. He is licensed to practice law in the District of Columbia and New York and is registered to practice before the USPTO.