Hosted by GAIL North America Regional Board

The GAIL North America Regional Board held their webinar, Values-Driven Governance Models: Perspectives from Practitioners & Business Leaders Relating to Governance Models of Mission-Driven Companies on 25 June 2024.

Our panel of experts shared their knowledge and experiences on governance models for mission-driven companies. They provided valuable insights into navigating legal considerations and practical aspects of forming and maintaining values-driven organisations.

Moderated by Amy (Wojnarwsky) Willey, Partner at McDonald Hopkins LLC. Featuring panellists;

  • Elizabeth Lange, Partner at Faegre Drinker
  • Lynn Carpenter, Co-Founder at EPOCH Pi | Purposeful Investment Bank, and
  • Clark R Arrington, General Counsel of Obran Cooperative

Panellists discussed the distinctions between various governance models, focusing on benefit corporations, certified B corps, and cooperatives. They shared their experiences and strategies for integrating values into business culture to ensure mission-driven companies thrive.

Overview of Webinar, Values-Driven Governance Models: Perspectives from Practitioners & Business Leaders Relating to Governance Models of Mission-Driven Companies

This webinar, hosted by GAIL North America, featured a panel of practitioners and business leaders discussing governance models for mission-driven companies. Moderated by Amy Willey, the event included insights on legal structures, certification processes, and practical applications of values-driven business models. The panellists were Elizabeth (Lizzy) Lange from Faegre Drinker, Lynn Carpenter from Epic Pi, and Clark Arrington from Obran Cooperative.

Key Points

Legal Structures for Governance Models by Elizabeth Lange

Lizzy Lange clarified the distinction between certified B Corporations and legal benefit entities:

  • Certified B Corporations – Certification conferred by the U.S. nonprofit corporation B Lab that meets a high level of social and environmental performance, and makes a legal commitment to consider all stakeholders. 
  • Benefit Corporations and Benefit LLCs – Legal forms authorised by state law, allowing consideration of all stakeholders.
  • Common Legal Structures – Discussed various models including benefit corporations, benefit LLCs, social purpose corporations, L3Cs, and standard LLCs.

Employee Ownership Models by Clark Arrington

Focused on worker cooperatives and other employee ownership structures.

  • Worker Cooperatives – Companies owned and governed by employees.
  • ESOPs – Employee Stock Ownership Plans providing tax advantages and promoting employee ownership.
  • Profit Sharing Plans and Employee Trusts – Methods to involve employees in company success.

Purpose-Driven Investment Banking by Lynn Carpenter

Shared the journey of founding Epic Pi, a certified B Corp investment bank focused on purpose-driven businesses.

  • Conscious Capitalism – Emphasised principles of higher purpose, conscious leadership, and stakeholder approach.
  • Impact of B Corp Certification – Enhanced credibility and attracted clients aligned with their values.

Governance Models in Practice

The panel discussion explored practical applications and the importance of aligning company values with governance structures.

  • Mission Lock – Ensuring that companies maintain their values through legal structures like benefit corporations.
  • Cultural Alignment in Transactions – Importance of pre-negotiation screening to ensure alignment between companies and investors.

Environmental, Social, and Governance (ESG)

  • Lizzy Lange highlighted the cross-disciplinary nature of ESG and its importance in long-term value creation.
  • Advising on ESG involves understanding client goals, risk evaluation, and integrating ESG into business strategies.

Closing Thoughts

  • Lynn Carpenter emphasised long-term success and values alignment in transactions.
  • Lizzy Lange advocated for integrating ESG considerations in all stages of deals.
  • Amy Willey highlighted the importance of discussing the profitability of values-driven businesses.
  • Clark Arrington stressed the need for ongoing education and offering diverse business models.

Audience Engagement

The panel addressed questions on employee ownership and ESG, sharing insights on integrating these concepts into client conversations and staying informed about evolving trends.

Conclusion

The webinar underscored the growing relevance of values-driven principles in business governance. The panel encouraged ongoing education and proactive discussion of these concepts to drive successful, impactful business strategies.