On October 26-28, 2021, the TrustLaw team and social impact experts will run a virtual training on Social Enterprise, ESG and Impact Investing in the United States. This course explores key legal issues and trends in the social impact space across three themes: Structuring Business for Impact; ESG: Compliance, Disclosure and Beyond; and Impact Investing.
Offered since 2015, this training is a first-of-its-kind course to combine hands-on legal training with practical case studies and excellent networking opportunities. This year’s edition features an expanded curriculum and will enable attendees to virtually access a mix of lectures and panels, "on-demand" content and interactive workshops.
The CLE-accredited* training provides lawyers and other experienced professionals with the skills they need to advise different stakeholders in the sector. Upon completion of the training, participants should be able to
- Understand the shape of the social economy in the U.S. and recent legal and regulatory developments affecting the field in the US;
- Advise on the appropriate business structure for different social enterprises and on diﬀerent mechanisms to lock social mission into business activities;
- Recognize the unique legal issues that arise for social businesses as they mature and consider exits and how to anchor mission;
- Have a clear understanding of innovative tools and mechanisms used to inject capital into socially focused businesses, including impact investment funds, impact bonds and other innovative finance mechanisms (such as those used to battle the COVID-19 pandemic);
- Design and structure investment transactions using innovative impact terms and approaches to align investors with varying ﬁnancial return and impact objectives;
- Understand how ESG regulatory requirements and frameworks are shaping corporate risk management, compliance, due diligence, and disclosure; and
- Recognize the tools that are available for aiding businesses in implementing sustainable practices.
Participants will become part of a community of practice that facilitates the sharing of lessons learned and best practices in the realm of social entrepreneurship, ESG and impact investing. Additionally, upon completion of the course, participating lawyers may be given the opportunity to participate in related pro bono projects through TrustLaw, enabling them to apply the skills and knowledge gained to real-life matters.
*CLE accredited up to 9.75 hours in 60 minute states, 10.5 hours in 50 minute states. Please note accreditation is not offered for Virginia.
All Themes and Training Sessions (3 days) - $250
October 26: Structuring Business for Impact (1 day only) - $100
October 27: ESG: Compliance, Disclosure and Beyond (1 day only) - $100
October 28: Impact Investing (1 day only) - $100
*All tickets entitle participant to access all "on-demand" sessions and materials. Live sessions and trainers are restricted by themes/dates as listed above and as included with ticket selection.
**Group discounts are available. Non-profits and social enterprises are entitled to a reduced rate.
***The cost of the course goes to support the work of the Thomson Reuters Foundation’s global pro bono service, TrustLaw, which connects the world’s leading legal teams to provide free legal assistance to NGOs and social enterprises working for social and environmental change.
For more information or to inquire about partnership opportunities, please contact TrustLaw.
Structuring Business for Impact
Entrepreneurs and corporate leaders are increasingly focusing businesses on both profitability, on the one hand, and a social or environmental mission, or broader stakeholder model, on the other hand. As a result, they often seek expertise for structuring or restructuring their businesses for impact. This theme is designed to provide an overview of the state of social enterprise and stakeholder capitalism in the United States, including a market overview and technical details. Sessions within this theme provide attendees with tools for assisting entrepreneurs in choosing the right legal structure (or combination of structures), anchoring mission throughout the business lifecycle, altering structures to maximize impact, and pursuing exits while preserving impact.
ESG: Compliance, Disclosure and Beyond
Governments are increasingly considering whether businesses have societal obligations beyond creating jobs and wealth, particularly around social, environmental, and governance goals. At the same time, investors are applying greater scrutiny and businesses are evaluating risks and results around social, environmental, and governance metrics. Together, these developments have led businesses to encounter more and more regulatory requirements around issues of sustainability, supply-chains, human exploitation, and governance diversity, while investors and businesses are similarly working to mitigate risks in these areas. Sessions within this theme will provide participants with an overview of developments in this arena, a survey of regulatory requirements, and a review of the tools becoming available to aid businesses in moving beyond compliance towards considering how transparency might create useful benchmarks and improved data in ESG reporting and scoring.
Emerging from what was initially considered a fringe group of investors, impact investing has now gone mainstream, both in terms of committed capital and public acceptance. Do sufficient standards exist for metrics, measurement and reporting so that quantification is possible for impact outside of specific environmental areas? This theme will look at impact investing along the spectrum (from philanthropic to alpha return) with a focus on the legal aspects of building impact measurement and reporting into the vehicles for fund management or creative financial structures. Participants will gain an overview of the state of impact investing, the sourcing and structuring tools being used by investors, and knowledge of how the impact approach affects fund formation and performance reporting. The theme will also cover creative structures to advance environmental action and sustainable development, and to promote diversity, equity, and inclusion.
Theme 1: Structuring Business for Impact
October 26, 2021: 12-4 PM ET
ON DEMAND SESSION | Structuring Business for Impact in the US (An Overview)
This session provides an overview of the state of social enterprise as well as the growing support for broader stakeholder considerations in business decision-making. Topics covered will include new legal developments and key debates, as well as insights into how social enterprises and mission driven organizations are responding to the COVID-19 pandemic, racial justice and equity considerations, and the climate crisis.
Speaker: Allen Bromberger, Founding Partner, Bromberger Law, Author, "The Art of Social Enterprise"
12:00 PM – 12:10 PM | Introduction & Welcome
Speakers: Carolina Henriquez-Schmitz, Director of TrustLaw, Thomson Reuters Foundation; Perry Teicher, Impact Finance Counsel, Orrick.
12:10 PM - 1:40 PM | Workshop – Considerations in Structuring for Impact
Entrepreneurs typically evaluate three options in structuring a social enterprise: (1) non-profit, (2) for-profit, or (3) structuring using both (often called a “hybrid” or “tandem” structure). As existing organizations go through the process of scaling, they may also begin to consider shifts towards greater mission alignment and more holistic stakeholder decision-making. Consideration of critical elements is often missing at key decision points: How is mission aligned with the business model? How is impact scaled and the right type of capital raised? How can the organization align incentives among stakeholders? How can entrepreneurs navigate the complexity of a tandem structure while scaling? Participants in this session will gain knowledge helpful in answering these questions while exploring corporate forms, the challenges of mid-course corrections, and creative solutions for traditional forms.
Speakers: Brigit Helms, Executive Director, Miller Center for Social Entrepreneurship; Tomer Inbar, Partner, Morgan Lewis; Maria Kim, President, REDF; Perry Teicher, Impact Finance Counsel, Orrick
Facilitators: Tomer Inbar, Partner, Morgan Lewis; R. Todd Johnson, Founder and CEO, iPar Impact; Perry Teicher, Impact Finance Counsel, Orrick
1:40 PM - 1:45 PM | Break
1:45 PM - 2:35 PM | Panel - Advising Social Enterprises Through Business Lifecycle Challenges
This session will provide an overview of the key legal challenges facing social entrepreneurs throughout the lifecycle of the business. For example, among other considerations, leaders must manage governance towards greater diversity, equity, and inclusion as part of risk management in an environment of more empowered workers; new risks and opportunities are being created by data privacy in the realm of social responsibilities; and new considerations are being raised around the creation, protection, and appreciation value of intellectual property created within impact businesses. Finally, employee compensation presents new challenges for the world of impact, particularly for organizations that are reluctant to have primary incentives aligned with a sale or buyout of the business for top dollar, rather than for the scale of the impact created. Participants in this session will hear from experts discussing how these challenges appear in real life businesses and social enterprises and how they can be addressed.
Moderator: Jaime-Alexis Fowler, Founder & Executive Director, Empower Work
Speakers: Tim Nagle, Associate GC (Privacy), dentsu Americas; Josuel Plasencia, COO & Co-founder, Forefront
2:35 PM - 2:45 PM | Break
2:45 PM - 3:45 PM | Panel - Social Enterprise Exits and Preserving Mission
Eventually, investors and employees may become eager to realize the appreciated financial value created within a social enterprise. What happens when a social enterprise pursues a public offering, is acquired or merges with another business, or pursues another exit such as private equity buyouts or other non-traditional alternatives? Can the mission remain anchored? Do unique legal considerations exist for social enterprise legal forms in the M&A context (e.g., governance, structuring, and disclosures)? What are corporate acquirers seeking in the impact arena? This session will explore the nuance involved in considering exits, drawing on available case studies and “cautionary tales.” The session will also explore the possibility of alternative exits, seeking to answer questions such as: How have some entrepreneurs and their counsel provided for liquidity, without using the traditional model of IPOs, buyouts, or acquisitions? Are any of these models scalable, or can any be viewed as reliable options for the future? If not, are there unexplored possibilities?
Moderator: Dana Brakman Reiser, Centennial Professor of Law, Brooklyn Law School
Speakers: Sonia Siu, Sr. Manager, Mergers & Acquisitions, Accenture; Nathan Schneider, Director, Media Enterprise Design Lab, UC-Boulder; R. Todd Johnson, Founder and CEO, iPar Impact.
3:45 PM - 3:55 PM | Speed Networking
3:55 PM - 4:00 PM | Adjourn
Theme 2: ESG: Compliance, Disclosure and Beyond
October 27, 2021: 12-4 PM ET
ON DEMAND SESSION | ESG Considerations and Impact Investing (An Overview)
Consideration of ESG criteria and impact investing are often treated as if they were synonymous, but they are in fact different aspects of approaches to more responsible and ethical investment. This session will explore the similarities and differences between businesses using ESG criteria in corporate reporting and investors using ESG criteria to shape impact investments, and will also explore developing regulatory requirements. Finally, the session will provide an overview of the development of external frameworks such as standards from the Sustainability Accounting Standards Board (SASB), the UN Sustainable Development Goals (SDGs), or the Impact Management Project, and will explore the role ESG will continue to play in the future for companies, fund managers, and other investors and practitioners.
Speaker: Ida Levine, Board Director, Lead Expert - Policy/Regulation, Impact Investing Institute
12:00 PM – 12:05 PM | Introduction & Welcome
Speaker: Giulia Corinaldi, Director of Inclusive Economies, Thomson Reuters Foundation
12:05 PM – 12:55 PM | In Conversation - Transparency for Public Companies and Future Benchmarking
As investors increasingly focus on the environmental and social performance of public companies, as well as creating greater transparency for their governance, reporting frameworks and the use of voluntary disclosures have proliferated. This session will explore how businesses and investors are (a) confronting the lack of transparency for public company ESG measurement and reporting, (b) addressing the push towards verification and disclosure, and (c) complying with regulations from the EU and anticipated regulations from the SEC mandating environmental and social disclosures. This session will also examine how international frameworks are evolving in shaping corporate disclosure and what lawyers need to know in the drive for sustainability reporting, particularly for businesses that are pursuing goals beyond mere compliance.
Speakers: Betty Huber, Counsel, ESG, Davis Polk; Lauren Sloan, Audit Partner, KPMG US; Ashley Walter, Partner, Orrick
12:55 PM - 1:00 PM | Break
1:00 PM – 2:00 PM | Panel: Mandatory Environmental and Human Rights Due Diligence
This session will explore the proposed EU due diligence rules – requiring companies to carry out effective due diligence on their supply chains, including operations, direct and indirect business relations, and investment chains – in relation to the environmental impact contributing to climate change, potential infringement of human rights, and good governance to prevent and mitigate corruption and bribery risks. The session will offer guidance to lawyers advising clients with international operations on compliance and will preview the possibility of similar U.S. standards in the near future.
Moderator: Tara Giunta, Co-lead, ESG and Human Rights Working Group, Paul Hastings
Speakers: Wojciech Baginski, B Lab Market Explorer for Poland; Sarah Dadush, Professor of Law, Rutgers Law School; Lise Smit, Senior Research Fellow in Business and Human Rights and Director, Human Rights Due Diligence Forum, British Institute of International and Comparative Law;
2:00 PM – 2:15 PM | Speed Networking
2:15 PM – 3:00 PM | Lightning Talks with Q&A - Perspectives from the Field: Approaches to Environmental, Social and Governance Criteria
Companies and investors (large and small) are attending to newly important risk areas raised by a heightened focus on environmental, social and governance criteria, including but not limited to (1) diversity, equity, and inclusion, (2) climate action, and (3) cybersecurity and data privacy. With the help of experts in each field, this session will help practitioners understand the evolving risks of these three areas, among others, and emerging best practices by companies and investors in these areas.
Speakers: Andrew Howell, Director of Investor Influence, EDF; Alicia Plerhoples, Professor of Law and the Director of the Social Enterprise & Nonprofit Law Clinic, Georgetown University; Simon Zinger, Group General Counsel, Entain PLC
3:00 PM - 3:45 PM | In Conversation - Developments in Climate Finance
This session will review innovations in impact finance seeking to address the goals expressed in the run up to COP26 and to overcome the climate trajectory outlined in the recent 2021 IPCC report. Experts in innovative climate finance will review some of the innovations designed to meet the 2020 goal of developed countries mobilizing $100 billion in climate financing.
Speakers: Berit Lindholdt Lauridsen, Senior Climate Finance Specialist, International Finance Corporation; Susan ("Suz") Mac Cormac, Partner, Morrison & Foerster
3:45 PM - 4:00 PM | Adjourn
Theme 3: Impact Investing
October 28, 2021: 12-4 PM ET
ON DEMAND SESSION | State of Impact Investing (An Overview)
This session will provide an overview of the state of impact investing and impact finance in the U.S., including key legal developments and debates, as well as the role of impact finance in responding to ongoing crises – the COVID-19 pandemic, racial justice and equity considerations, and the climate crisis. This session will also explore the spectrum of approaches to impact investing, ranging from philanthropic investors to alpha return.
Speaker: Fran Seegull, Executive Director, U.S Impact Investing Alliance
12:00 PM – 12:05 PM | Introduction & Welcome
Speaker: Shiura Rasheed, Head of Operations, Thomson Reuters Foundation;
12:05 PM – 12:55 PM | Panel - Fund Formation
This session will focus on the legal structuring of impact funds and how the differing needs and requirements of impact investors are reflected in a fund. To help frame the conversation, the session will review how the varying appetite for impact among investors relates to characteristics such as theory of change, geographic focus, intervention deployed, asset class, type of capital deployed, and risk weighting. The session will also explore alternative fund structures and the different approaches for blending capital to strike the right balance between impact and financial returns.
Moderator: Emmeline Liu, General Counsel, Calvert Impact Capital
Speakers: Amelie Baudot, Chief Strategy and Legal Officer, Global Innovation Fund; Bill Campbell, Principal, Chief Risk and Compliance Officer, Equilibrium; Heather Matranga, Sr. Director, Strategic Innovation, Village Capital
12:55 PM - 1:00 PM | Break
1:00 PM – 1:50 PM | Panel - Innovative Finance
This session will examine innovative finance mechanisms that mobilize capital in new ways to deliver positive social, economic, and environmental outcomes. The session will focus on developments in and structuring of green and blue bonds (as mechanisms for confronting climate change with financial carbon mitigation strategies), creative ways for developing and encouraging capital stacks, the use of government procurement rules and regulation to support innovation, as well as COVID-related innovative finance mechanisms (as a means of battling the ongoing pandemic).
Moderator: Leslie Cornell, Director and Deputy General Counsel, Social Finance
Speaker: Alasdair Maclay, Chief Funds Officer, Global Steering Group for Impact Investment; Jonathan Ng, Attorney Advisor, USAID; Maria Santos Valentin, GC and Corporate Secretary, Legal, Ethics & Governance, The Rockefeller Foundation
1:50 PM - 2:00 PM | Break
2:00 PM - 3:30 PM | Workshop - Structuring for Impact: Legally Requiring Measurement and Reporting
How do managers determine what to measure to provide investors with transparent and accurate information on how and where their money is having impact? This session will highlight innovative investment terms and alternative structures used to create more impact and desired returns, examining what investors are demanding and how fund managers and registered investment advisors are meeting that demand. The session will seek to answer, among other questions: How are investors creating legal requirements for fund managers to provide desired measurement and reporting? In the case of venture capital and private equity, if investors are passing along requirements to their investees, are they offering any additional supports? And are differences in metric selection and metric reporting based on variables such as theory of change, geography, asset class, intervention pursued, and type of capital deployed (fiduciary, investment, discretionary, philanthropic)?
Speakers: R. Todd Johnson, Founder and CEO, iPar Impact; Mike McCreless, Head of Investor Collaboration, Impact Management Project
Facilitators: John Berger, CFA, Director, Operations & Impact Solutions, Toniic Institute; R. Todd Johnson, Founder and CEO, iPar Impact; Brian Mikulencak, Tax Alchemist, Blue Dot; Sara Olsen, Founder, SVT Group
3:30 PM – 4:00 PM | Closing Remarks & Adjourn
Speaker: Carolina Henriquez-Schmitz, Director of TrustLaw, Thomson Reuters Foundation
"In 20 years in the impact sector, I’ve only found one place that works to train lawyers on the latest best practices for structuring and impact performance — TrustLaw’s Social Enterprise and Impact Investing Training." Todd Johnson, Retired Partner, Jones Day
"Pooling together such a diverse group of perspectives - from practitioners to legal experts - brought a unique set of discussions to the table." Alex Christopoulos, Stars Foundation
"I really enjoyed the mix of law and non law materials, and the interactive workshops." Soumya Rao, Herbert Smith Freehills LLP
"I attended the Impact Investment training day and found it to be informative, clear and well-delivered. The sessions gave me quite a few ideas for new pro bono projects that might be developed for our lawyers." Sophie Orr, White & Case LLP
"The sessions were very thorough and backed up by documentation which is of course useful for recalling the detail." Soraya Mir, The Fred Hollows Foundation
"Great topic, some passionate and very knowledgeable speakers. It was nice to put a face to TrustLaw too." Emma Quinn, Brown Rudnick LLP