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258.2 sec. 1 - Social Enterprise Law (Spring 2014)

Instructor: Jordan Breslow  (view instructor's teaching evaluations)
Instructor: Susan Mac Cormac Taylor  
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Units: 2
Meeting Time: Tu 8:00-9:50
Meeting Location: 130

Course Start: January 07, 2014
Course Control Number (Non-1Ls): 49783


Social enterprises are at the forefront of a paradigm shift, combining the goals of philanthropy with the power of business and legal systems to address social and environmental needs. This course introduces students to the legal, regulatory and business aspects of ‘social’ enterprises “ which include both (i) for-profit business entities that undertake certain social and environmental objectives (alternately referred to as ESG, “triple bottom line” or “sustainability”) in addition to shareholder value in both the ordinary course of business and in change of control situations and (ii) non-profits that form “hybrids” with for-profit entities. Students will study contrasting approaches to social entrepreneurship, learn about the different (new and existing) legal structures that regulate social enterprises, consider the types of financing models available social enterprises, evaluate the need for “exits” in the social enterprise space and consider the various means currently available to evaluate performance against the social and environmental objectives. The course will utilize readings, in-class discussions and exercises, and a variety of guest speakers.

Jordan J. Breslow is General Counsel of New Island Capital Management, an impact investment advisor. Jordan has taught Business Law at San Francisco State University undergraduate and graduate business programs. Prior to joining New Island, Jordan served as Vice President and General Counsel of Silver Spring Networks Opsware/Loudcloud and Geoworks. He has also been a partner and associate in private law practice. Jordan is a certified mediator, an avid musician and photographer, and father of four delightful sons. He graduated summa cum laude from San Francisco State University and earned his law degree at University of California Hastings College of Law

Susan (Suz) Mac Cormac is a partner in the Corporate Department of Morrison & Foerster’s San Francisco office. She serves as co-chair of the Clean Technology + Alternative Energy Group and Private Equity and Venture Investment Practice. She has extensive experience representing start-up to late-stage private companies as well as venture, private equity and impact investors primarily in the clean technology or sustainable space. She is on the Board of Directors of the Sustainable Accounting Standards Board (SASB). Suz was named by California Lawyer Magazine as one of the 2012 California Lawyers of the Year for her effective legislative change in California as co-chair of the Working Group for the Flexible Purpose Corporation and has advised on corporate forms for social entrepreneurs in other states (Delaware, Washington, Colorado) and countries (UK). She was recognized by the Daily Journal on several Top Lawyers in California lists including Top 100 Lawyers (2012), Top Female Lawyers (2011 and 2012), and Top 25 Clean Tech Lawyers (2011). She received her B.A. in Political Economy from Williams College and her J.D. and LL.M. degrees from Duke University School of Law. Suz lives in the Presidio National Park with her husband and three young boys (Eddie, Alex, and Matthew).

Prerequisites:
Business Associations (unless student receives consent of teachers)

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Exam Notes: P
Course Category: Business Law
This course is cross-listed in the following categories:
Environmental Law
Law and Economics
Law and Society
Public Law and Policy
Social Justice and Public Interest

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First Assignment
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