As a very unique law firm that is itself a mission-oriented enterprise, we have a deep appreciation for and enjoy working with social entrepreneurs and social enterprises of all sorts. Our clients have included both for-profit and nonprofit social enterprises, as well as both operating entities and investment entities. We have participated in various social enterprise sector activities for over a decade and are actively involved in efforts to inspire and support entrepreneurs create and grow successful ventures that have a positive environmental or other social impact on the world.
At the start-up phase, we help founders determine and form the type of entity that best meets their needs – a for-profit LLC, C corporation or S corporation, a nonprofit public charity or private foundation, or a hybrid form of entity such as a public benefit corporation.
Going forward, we provide ongoing general corporate counsel and financing services in much the same way we would for any emerging venture except that we are specially attuned to the needs of a social enterprise. In negotiating contracts with third parties, we help our clients look for ways to further their social bottom line as well as their financial bottom line. For example, a technology license to a third party might not only provide for payment of royalties and for remedies in the event of the licensee’s failure to succeed commercially but could also provide for sharing of data to help assess social impact and for remedies in the event the license fails to achieve adequate social impact. Likewise, in the capital-raising process, to the extent desired, we help our clients create offering materials and structure the terms of securities in a manner that reflects the enterprise’s financial and social missions and ideally those of the investors.
For social enterprises structured as nonprofit organizations, we tend to be better positioned than many general corporate lawyers to provide appropriate counsel because we are able to leverage the full sweep of our knowledge of rules governing nonprofit organizations. At the same time, unlike some lawyers who specialize in representing nonprofit organizations but focus primarily on obtaining tax exemption and compliance with laws governing nonprofits, and may also not have much exposure to nonprofit business ventures, we are business lawyers who regularly represent all sorts of business ventures but happen to know a good deal about nonprofits and most of the nonprofits we represent have been highly market-oriented. In fact, we even have significant experience in helping nonprofits raise capital from “socially responsible investors” or “impact investors” by leveraging special exemptions for nonprofit securities offerings under federal and state securities laws.