Webinar

Benefit Corporations

Companies are increasingly being called upon to consider stakeholder interests besides maximizing shareholder value, requiring boards to navigate how best to fulfill their fiduciary duties. However, some 40 states have passed laws enabling the creation of “benefit corporations”, which provides for company purposes beyond the interests of the owners. Our panel of experts will educate you on how these laws work, how companies founded pursuant to these laws have been doing, and how it is even possible to convert a company to a “B Corp.”

Speakers

Howard Brod Brownstein, Melissa A. DiVincenzo, Nicole Neeman Brady, Frederick Alexander

Date & Time

April 28, 2021
12:00 PM

Members

Register with Promo Code

Non-Members

Register

Individual & Corporate Members, please use your promo code to register complimentary. Cost for non-members to register is $50. To become a member, click here. Registrants will receive sign-on information one day prior to the webinar via email. The recorded version of the webinar is automatically sent to all registrants afterward whether you attend the live version or not.

About the Speakers

Howard Brod Brownstein

President, The Brownstein Corporation

Howard Brod Brownstein, CTP, is a nationally-known turnaround and restructuring professional, and regularly provides programs for Women in the Boardroom. He is President of Brownstein Corporation, which provides turnaround management and advisory services, as well as investment banking, fiduciary services, litigation consulting, investigations and valuation services. He regularly serves on the boards of directors of public and private companies, and currently serves on the boards of: P&F Industries (Nasdaq: PFIN) where he chairs the Nominating/Governance and Strategic Planning & Risk Assessment Committees, and Merakey, a nonprofit with over 10,000 employees. He is a Certified Turnaround Professional, and also an NACD Board Leadership Fellow and Immediate Past President and Board Chair of the NACD Philadelphia Chapter. He has authored ninety articles and textbook chapters, is a Contributing Editor at two publications, and is a regular guest-lecturer at Harvard Business School, Wharton, NYU and elsewhere. He received JD and MBA degrees at Harvard, and B.S. (Wharton) and B.A. degrees from the University of Pennsylvania.

Melissa A. DiVincenzo

Partner, Morris Nichols Arsht & Tunnell

Melissa provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions. Clients look to Melissa for specialized knowledge of Delaware law when structuring transactions and confronting complex or novel corporate issues.

Her work also involves guiding Delaware corporations on the requirements of the Delaware General Corporation Law (DGCL), counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law. Melissa has represented Fortune 500 companies, retailers, energy companies, agriculture and food businesses, technology companies, and many others on matters of Delaware law.

In her M&A practice, Melissa provides advice regarding public and private company acquisitions, fiduciary duty and conflict issues, and Delaware aspects of equity acquisition financing. She also serves as counsel to special committees of the boards of directors of Delaware corporations, providing insight on matters of Delaware law.

Melissa frequently provides reasoned and bottom line legal opinions in a number of contexts, including in connection with assessing whether a transaction constitutes a sale of all or substantially all of a corporation’s assets, in connection with real estate transactions entered into by Delaware corporations, and in connection with ordinary lending transactions.

Drawing on her extensive knowledge of the DGCL, Melissa prepares documents and conducts diligence in connection with the ratification of defective corporation acts pursuant to Section 204 and Section 205.

Melissa is actively involved with the American Bar Association’s Mergers and Acquisitions Committee and serves as the co-chair of the Private Company Merger Agreement Working Group. Appointed by the Delaware Supreme Court, Melissa served on the Delaware Board of Bar Examiners from 2015-2017. She previously served on the Delaware Bar Association’s subcommittee on Sections 204 and 205 of the DGCL.

Melissa frequently speaks on Delaware corporate law issues with a focus on M&A developments, the changing litigation landscape, and technical guidance from the Delaware courts on drafting matters.

She has been recognized as a leading Delaware attorney by IFLR1000 United States, selected for inclusion in Who’s Who Legal for corporate governance, and included in The Best Lawyers in America for corporate governance law, corporate law and mergers and acquisitions law.

Nicole Neeman Brady

CEO, Sustainable Development Acquisition Corp

Nicole Neeman Brady is the CEO and Director of Sustainable Development Acquisition I Corp (SDAC).  As a public benefit corporation and pending B Corp, SDAC’s mission is to identify and partner with growth-oriented companies that are advancing the United Nations Sustainable Development Goals. 

She is also a Principal and member of the Investment Committee at Renewable Resources Group (RRG), an LA-based investment firm that owns, manages, and develops agriculture, water, and renewable energy assets in the US and internationally.  Nicole was responsible for overseeing all energy and water treatment investment and development opportunities.  Nicole joined RRG following the firm’s acquisition of Edison Water Resources, a subsidiary of Edison International, a distributed water purification and recycling company where she was President and Founder.  Nicole brings a diverse leadership history to RRG, including having been the Director of Energy Procurement at Southern California Edison (SCE) where she was responsible for all energy contracting and power, natural gas and emissions trading for the company – a $5 billion business.  Prior to SCE, Nicole worked in strategic planning for Twentieth Century Fox and in private equity for Goldman Sachs.  

She holds dual Bachelor of Arts degrees, with honors, in architecture and in economics from Brown University and a Master of Business Administration degree, with distinction, from Harvard Business School.

Nicole currently serves as a Commissioner for the Los Angeles Department of Water and Power (the nation’s largest municipality), as a Board Member of several RRG portfolio companies and a Board Director for the Library Foundation of Los Angeles.

Frederick Alexander

Founder, The Shareholder Commons

Rick is Founder of The Shareholder Commons, a non-profit organization dedicated to helping shareholders use their governance rights to protect common resources and vulnerable populations. 

Rick practiced law for 26 years at a Wilmington-based firm, including four years as managing partner. He was selected as one of the ten most highly regarded corporate governance lawyers worldwide and as one of the 500 leading lawyers in the United States. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe. He left B Lab at the end of 2019 in order to found the Shareholder Commons.

Related Content

[activeKey]
[activeKey]