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Impact of Backlash in the US on Asian GPs—Practical Advice About Dealing with LPs from Both Sides of the Spectrum

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More than a quarter of respondents (26%) in our survey say they have left sustainability policies unchanged because of concerns raised by principals or investment professionals; almost as many (24%) cite the concerns of their limited partners (LPs).

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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

Partner

Christin Hill is a partner in Morrison & Foerster’s San Francisco office and a member of the Securities Litigation, Securities Enforcement, and Investigations + White Collar Defense practice groups. Christin has extensive experience representing clients in securities class actions, derivative actions and other complex civil litigation in both federal and state courts, as well as in government and internal investigations.With over a decade of experience in private practice, Christin has successfully represented public companies and their boards of directors and officers in securities fraud actions, derivative actions, SEC enforcement actions, internal investigations, and general corporate counseling. She also has experience working with pre-IPO companies in complex civil litigation in both federal and state court, internal investigations, responding to government inquiries, and advising on general compliance matters.Before joining Morrison & Foerster, Christin served as senior counsel at Uber Technologies, Inc., where she managed complex civil litigation including consumer class actions, intellectual property matters, and government investigations. She was also a lead member of Uber’s global compliance team, through which she created and implemented new compliance policies and training programs and advised company management in responding to government inquiries.Christin also served as an assistant district attorney in the San Francisco District Attorney’s Office, where she successfully prosecuted three misdemeanor criminal jury trials. Early in her career, she served as a judicial clerk for the Honorable John A. Houston in the U.S. District Court for the Southern District of California.

Christin J. Hill

Marcia’s practice focuses on private equity transactions and complex mergers and acquisitions involving companies and other assets located in Asia. Having practiced in Asia for more than a quarter of a century, Marcia is one of the most experienced M&A lawyers active in the Asian market. In the past three years, she has advised clients on deals with a total aggregate value well in excess of US$249.8 billion.​Marcia regularly advises leading investors on M&A transactions, including SoftBank Vision Fund, Alibaba, GLP, Bain Capital, BlackRock, Farallon Capital, Ascendent Capital Partners, Silver Crest Acquisition Corp., PAG, Hillhouse, Hony Capital and Celadon Partners. In addition, she is experienced in representing U.S., UK and Asia based institutional investors in the acquisition, financing and disposition of real estate in China, Hong Kong and elsewhere in Asia, including numerous logistics and internet data center projects, and investment in and acquisition of real estate developers.From 2008 through 2011, she was the Chief Legal Officer for Asia of D. E. Shaw, where she assisted various group entities in making, restructuring, and exiting investments in various countries in Asia, including a number of significant and highly structured investments in China and India.Clients consider Marcia as a "super skilled technical lawyer" who offers "incredible problem-solving skills on all aspects of matters, both legal and commercial". A client said that "Finding a lawyer whose judgement you trust and who knows how far they can push the boundaries is not easy, and Marcia is the best lawyer I've worked with."Marcia is the Global Co-Chair of the firm’s Private Equity Practice, a member of our global board of directors, and a member of our global Environmental, Social and Governance (ESG) Steering Committee. She has also been named to Law360’s 2022 and 2023 Private Equity Editorial Board and elected as the Co-Chair of AmCham Hong Kong’s Women of Influence Committee. Marcia has been recognized as one of the Women of Influence in Private Markets: Private Equity by Private Equity International in 2024.

Marcia Ellis（艾琳）律师的执业重点是涉及亚洲境内公司和其它资产的私募股权交易和复杂并购。Ellis律师在亚洲执业超过二十五年，是活跃在亚洲市场经验最丰富的并购律师之一。在过去三年间，她为客户完成的交易的合计价值超过2498亿美元。Ellis律师经常为大型投资者提供并购交易法律咨询，这些投资者包括软银愿景基金、阿里巴巴、普洛斯、Bain Capital、贝莱德、Farallon Capital、上达资本、Silver Crest特殊目的收购公司、PAG、高瓴资本、弘毅投资以及Celadon Partners。此外，在代表美国、英国、亚洲机构投资人方面她也富有经验；她代表客户处理收购、融资、处置中国、香港及亚洲其它地区的房地产，其中包括许多物流和互联网数据中心项目，也处理对房地产开发商的投资与收购。从2008至2011年，Ellis律师是德劭集团亚洲区的首席法务官。在德劭集团，她协助各集团实体处理在亚洲多个国家进行的投资、投资重组及投资退出事宜，包括在中国和印度进行的多个重要及高度结构化的投资。客户评价Ellis律师是一位"技巧高超的律师"，她拥有 "极其出色的解决问题的能力，包括法律问题和商业问题 "。一位客户称："找到一位拥有令人信任的判断力，并能尽力突破极限的律师并不容易，而她是我合作过的最好的律师"。Ellis律师是美富律师事务所的全球私募股权业务联席主席，本所全球董事会成员，兼本所环境、社会与治理（ESG）指导委员会委员之一。她还当选《法律360》（Law 360）2022年度和2023年度私募股权业务编辑委员会成员，以及香港美国商会最具影响力女性（WOI）指导委员会联席主席。Ellis律师还荣获Private Equity International评为2024年“私募股权领域：私募市场最具影响力女性”之一。