Spring 2021
Social Enterprise Law
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.
Business in Society
Society’s expectations of companies are changing, and companies are responding. Many companies today go beyond compliance with the law to implement policies in line with the values of their employees, customers, and other stakeholders. An increasing number are engaging in activities that were traditionally conducted by governments and nonprofits. This new articulation of corporate purpose raises complex legal, ethical, and business questions. In this course we will explore the unique and increasingly central role that legal and compliance professionals are playing in this landscape.
This class is taught using the case study method, common in business schools. Each week we will analyze a case study on a particular company and will have an opportunity to discuss that case study with the general counsel or chief compliance officer from that company. The companies we will examine include: Salesforce, Patagonia, Nike, Uber, Lyft, Pepsi, Amazon, ClifBar, and Clorox, among others. The issues we will address include:
– The shareholder/stakeholder debate
– The risks and opportunities of engaging on political issues, from gun violence prevention to immigration
– The increasing trend of CEOs as “moral leaders”
– How employees are leveraging their voice to advocate for corporate governance reforms and whether employees should have representation on the board
– The private sector’s responsibility to address income inequality through executive compensation reform
– The duty of companies/directors to mitigate and disclose the risk of climate change
– Corporate tax strategy and alignment and misalignment with public positions on environmental and social issues
– Gender and racial equity and business strategy, including social due diligence
For the past few years, this course has been taught during a bull market, which afforded many companies the luxury of resourcing environmental and social programs. Given the recent turn of events, and the real tradeoffs that companies are facing, the fate of this new articulation of corporate purpose is in peril. Will companies “build back better” and be guided by a focus on stakeholders? Or will they retreat to an even more aggressive version of short-term profit maximization? What is the role of regulators and investors at this juncture? These are the questions that we will explore with leading general counsel who are facing them for the first time.
Sustainable Capitalism & ESG (in-residence course for LLM students)
Investors, regulators, employees, and the public are increasingly asking companies to manage their environmental and social impact. The global pandemic, racial injustice, rising income inequality, and climate change are heightening the demands for capitalism to take account of its stakeholders. Precisely how to meet this growing demand remains unclear.
Our course addresses that challenge. Through a combination of focused lectures and case studies, curated readings, and in-depth interviews with over 50 thought leaders, this program demonstrates how to incorporate environmental, social, and governance considerations into business and investment strategy.
