10th Annual Symposium - February 18 & 19, 2010
Corporate Creativity: The Vermont L3C & Other Developments in Social Entrepreneurship
Join students and practitioners of law and business
for an exploration of hybrid organizations that can use business efficiencies
to achieve nonprofit goals. The event will have a particular emphasis
on low profit limited liability companies (L3Cs)—a new organizational
form that Vermont was the first in the nation to adopt. The symposium
will also address various methods of social entrepreneurship that are
possible under existing legal structures, both domestically and abroad.
With a dual focus on theory and praxis, this event will equip legal,
business, and nonprofit professionals with the tools needed to accomplish
their social ventures.
Hosted by the Vermont Law Review
Vermont Law School
164 Chelsea St. South Royalton, VT
CLE Applications Pending: VT, NH, & NY (Approximately 9 hours of instruction)
No charge for admission
To reserve a space at the cocktail reception and luncheon, please pre-register by sending your name and organizational information, if any, to symposium@lists.vermontlaw.edu
Thursday, February 18th
1:00 - 2:45 — Registration and Light Refreshments
2:45 - 3:00 — Event Introductions
Geoffrey B. Shields, Dean and President,
Vermont Law School
Brett White, Vermont Law Review Editor-in-Chief
3:00 - 3:45 — Arthur Wood, Vice President of Social
Financial Services, Ashoka
Hybrid Financial Structures
As head of Ashoka’s Social Financial Services, Arthur Wood engages
global financial service firms in investing in the social sector. He
will discuss the economic and legal barriers that global social
ventures face.
3:45 - 4:15 — U.S. Senator Bernie Sanders (I-VT)
Senator Sanders will discuss his current efforts as they relate to the ventures of social entrepeneurs.
4:15 - 4:30 — Break
4:30 - 5:30
— Robert Lang, CEO, Mary Elizabeth and
Gordon B. Mannweiler Foundation
Creating the L3C
Robert Lang, the creator and promoter of the Low-Profit Limited
Liability (L3C) concept, will tell the story of this social hybrid
business form—the genesis of the idea, the legislative process, and
his vision of the future of the L3C.
with esteemed counsel...
Elizabeth Carrott Minnigh, Buchanan, Ingersoll & Rooney PC
Ms. Minnigh will provide an overview of rules governing program related investments, with an emphasis on how they relate to low-profit limited liability companies (L3Cs). She will also outline the proposed federal legislation clarifying these rules and explain the impact of this legislation on L3Cs.
5:30 - 6:30 — Cocktail Reception in Yates
Friday, February 19th
7:30 - 8:30 — Registration and Light Morning Refreshments
8:30 - 10:00 — L3C Panel
Robert Lang , Moderator
John Tyler, General Counsel and Secretary, Ewing Marion Kauffman
Foundation
The Fiduciary Duties of L3C Managers and Members and the
Role of Foundations in the Life of L3Cs
Sanders Davies, CPA, Partner, O’Connor Davies Munns & Dobbins, LLP
Structural Accounting and Tax Issues Surrounding L3Cs and Their
Alternatives
Richard Schmalbeck, Simpson Thacher & Bartlett
Professor of Law, Duke University
The Potential IRS Treatment of L3Cs
10:00 - 10:15 — Break
10:15 - 11:00 — Stephen Lloyd, Senior Partner and Head of
Charity and Social Enterprise, Bates Wells & Braithwaite London LLP
Creating the CIC
Stephen Lloyd created the Community Interest Company (CIC), a
form of hybrid organization in the UK that allows social ventures to
take of advantage of for-profit efficiencies. He will discuss the
CIC experience in the UK.
11:00 - 12:00 — An International Look at Hybrid Organizations
Linda Smiddy, Moderator
Stephen Lloyd, Bates Wells & Braithwaite London LLP
The Community Interest Company
Arthur Wood, Ashoka
Social Ventures Around the World
Benoit Le Bars, Senior Lecturer, Cergy–Pontoise University Law
School, and Avocat à la Cour, Le Bars and Associés
The EU Experience
12:00 - 12:30 — Light Lunch (Yates)
12:30 - 1:15 — Dana Brakman
Reiser, Professor of Law, Brooklyn Law School
Governing Blended Enterprise: The Dual Mission Dilemma
Professor Dana Brakman
Reiser is the leading legal scholar on the boundaries between the
for-profit and nonprofit sectors. Her speech will evaluate the
efforts to provide business organizational forms that blend aspects
of current nonprofit and for-profit legal forms.
1:15 - 1:30 — Break
1:30 - 2:45 — Other
Forms of Social Entrepreneurship: A Domestic View
Dana Brakman Reiser,
Brooklyn Law School
Luther Ragin, Vice President, Investments, The
F.B. Heron Foundation
PRIs in Practice
Robert A. Katz, Professor of Law, Indiana
University School of Law–Indianapolis
The Economic Role of Social Enterprise
Antony Page, Professor of Law
and Dean’s Fellow, Indiana University School of Law–Indianapolis
What’s Progressive About Social Enterprise?
2:45 - 3:15 — Antony
Page, Indiana University School of Law–Indianapolis
Lessons from Ben and Jerry
3:15 - 3:30 — Break
3:30 - 4:30 — L3C
Workshop
The Nuts and Bolts of Creating and Running a Social
Enterprise
Brian Murphy, Partner, Dinse/Knapp/McAndrew
Determining the Best
Business Structure for a Social Enterprise: Practical Considerations in Drafting L3C Agreements
Betsy Schmidt, Visiting Professor, Vermont Law School
The
Experiences of Vermont’s L3C Pioneers
Professor Schmidt and Brian Murphy will provide perspective for those who are thinking of starting an L3C or other social enterprise.
Please feel free to contact us at symposium@lists.vermontlaw.edu with any questions.
Keynotes
Robert Lang, Creator of the L3C
As the current CEO of the Mary Elizabeth & Gordon B. Mannweiler Foundation, Robert Lang saw inefficiencies in how nonprofits and foundations meet their goals. In response, he created the L3C as way to bring for-profit efficiencies to non-profit missions. Immediately following Governor Douglas's signing of the bill, Mr. Lang organized the world's first L3C, L3C Advisors L3C. This firm advises clients around the world on organizing, structuring and establishing L3Cs. Mr. Lang will discuss his path and how lawyers and social entrepreneurs can follow.
Dana Brakman Reiser, Professor of Law
At Brooklyn Law School (BLS), Dana Brakman Reiser teaches courses in Nonprofit Law, Corporations, Property and Trusts and Estates. Her recent scholarship focuses on the legal and social ramifications of the increasing trend towards the hybridization of nonprofit and for-profit endeavors. She also has written extensively on non-profit accountability and governance; and the role of members and other non-fiduciary constituencies in non-profit organizations. Before joining the BLS faculty, Professor Brakman Reiser was a legal fellow in the Office of the General Counsel of Partners HealthCare System, Inc. and served as a law clerk to Judge Bruce Selya of the U.S. Court of Appeals for the First Circuit.
Stephen Lloyd, UK Charity & Social
Enterprise Attorney
Stephen Lloyd is the Senior Partner of the UK firm, Bates Wells & Braithwaite London LLP. He has been a part of the firm for over 20 years. He currently heads their Charity & Social Enterprise Department. He has written and presented on a number of publications intended to guide small businesses and nonprofits in their ventures. One of his most notable accomplishments was the drafting of the CIC legislation, a form of hybrid organization that has now been adopted by thousands of enterprises, throughout the UK.
Arthur Wood, Vice President of Social Financial Services,
Ashoka
After making great innovations in the financial sector, Arthur Wood brought his experience to Ashoka, an organization devoted to helping social entrepreneurs succeed around the world. As the head of Social Financial Services (SFS) at Ashoka, he connects global financial institutions to the social sector. At Ashoka he applies the same creativity used in developing novel financial products, to find of ways of funneling capital to various social ventures.
Panelists
John
Tyler, General Counsel and
Secretary
John Tyler is the general counsel, secretary, and chief ethics officer for the Ewing Marion Kauffman Foundation, the world's largest foundation devoted to entrepreneurship. Among other things, John was involved in obtaining a ruling from the IRS on the propriety of an angel investment fund as a program related investment, which ruling served as a precursor to the L3C.
Brian
R. Murphy, Small Business and Nonprofit Attorney
At Dinse/Knapp/McAndrew, a prominent Vermont firm, Brian Murphy practices in exempt organizations law. In his capacity as a member of the Vermont Bar Association’s Business Section, he acted as the liaison to the Vermont Legislature in making the L3C a Vermont reality.
Benoit
Le Bars, Senior Lecturer,
Cergy–Pontoise University Law School, and Avocat à la Cour, Le Bars
and Associés
Benoit Le Bars is the Director of the Postgraduate Program in Business law at Cergy–Pontoise University Law School. He also teaches French and European corporate law at Vermont Law School.
He recently started his own firm, Le Bars and Associés, in Paris, France.
Sanders
Davies, CPA
A senior partner at O’Connor Davies Munns & Dobbins, Sanders Davies has over thirty five years experience providing professional accounting, tax and consulting advice to clients in both the business and not-for-profit communities. As the interest in social investing and social entrepreneurship has increased, Mr. Davies has worked with his clients to navigate the complex compliance and business issues arising at the intersection of the commercial and charitable worlds. He has consulted to clients and spoken on the subject of the new L3C vehicle. Mr. Davies firm, O’Connor Davies, is a mid-sized CPA firm headquartered in the New York tri-state area serving a diverse range of clients, both locally and nationally, in the for profit and not-for-profit sectors.
Betsy Schmidt, VLS Professor
Betsy Schmidt, a visiting professor at Vermont Law School, is currently teaching Nonprofit Law and Property. She has also taught Family Law, Juvenile Law, Employment Discrimination, Legal Writing, and Legal Skills at William and Mary Law School. Her casebook, “The Charitable Corporation: Theory and Practice,” will be published by Aspen Publishers in late 2010 or early 2011. She is also a member of the IRS’ Customer Education and Outreach Academic Institution Initiative, which is developing methods for improving nonprofit leaders’ understanding of the federal tax laws that apply to their institutions. As the President of a managerial consulting firm, Southpoint Social Strategies, she also works directly with nonprofits and their communities, helping them to align their goals with their resources and measure their success. She has authored articles related to nonprofit governance, accountability, policies, and ethics, and she has degrees from Princeton University and Stanford Law School.
Richard Schmalbeck, Simpson Thacher & Bartlett Professor of Law
Richard has served as dean of the University of Illinois College of Law, and as a visiting professor on the University of Michigan and Northwestern University law faculties. His recent scholarly work has focused on issues involving non-profit organizations, and the federal estate and gift taxes. He has also served as an advisor to the Russian Federation in connection with its tax reform efforts. The second edition of his federal income tax casebook, co-authored with Lawrence Zelenak, was released by Aspen Publishers in 2007.
Linda O. Smiddy, Professor
of Law
Professor Linda O. Smiddy of Vermont Law School is currently teaching Contracts, Corporations, Corporate Finance and International Intellectual Property. She is the co-author of the casebook, Corporations and Other Business Organizations: Cases, Materials and Problems (LexisNexis); and of Soderquist on Corporate Law: Corporate Theory and Practice (PLI). She has served as the Vermont Law School Associate Dean of Academic Affairs and the school’s Director of International and Comparative Law Programs. She is also an appointed member of the Association of American Law Schools Committee on International Relations. Professor Smiddy has been a visiting professor at the University of Paris 13 and at the University of Cergy-Pontoise. She was awarded an honorary degree by the University of Paris 13, the first woman so honored. She has also taught at the Institute on World Legal Problems at the University of Innsbruck, Austria. Professor Smiddy chaired the committee responsible for drafting Vermont’s business corporation law, and she has frequently testified before the Vermont Legislature on matters related to the law of business organizations. She is an elected member of the American Law Institute, past Chair of the Vermont Bar Association Business Organization Committee, and was appointed as a Vermont Commissioner to the National Conference on Uniform State Laws. She was formerly associated with the New York law firm of Cravath, Swaine & Moore.
Luther
M. Ragin, Jr. Vice President for Investments
Luther M. Ragin, Jr. is Vice President for Investments at The F.B. Heron Foundation, a national foundation with assets of $250 million located in New York City. Prior to joining the Foundation in 1999, Luther was the Chief Financial Officer of the National Community Capital Association, a trade association of community development financial institutions that provide access to capital in low-income communities. Other significant experience includes eight years as Chief Financial Officer of Earl G. Graves, Ltd., and seven years with Chase Manhattan Bank, including three years as Vice President of Syndications/Assets Sales for the North American Corporate Finance Sector. He holds a BA and Master of Public Policy from Harvard, and is a graduate of Columbia University’s Executive Program in Business Administration. He is a member of the Board of Directors of ShoreBank Corporation, the nation’s largest community development bank holding company, and The Threshold Group, an independent wealth advisor for high net worth families. He is also William Henry Bloomberg Lecturer in Public Management at the John F. Kennedy School of Government and a senior research fellow at the Hauser Center for Nonprofit Organizations, both at Harvard University.
Robert
Katz, Professor of Law
Robert Katz is a professor of law at Indiana University School of Law-Indianapolis, and holds a joint appointment with the Indiana University Center on Philanthropy as Professor of Philanthropic Studies. His teaching and research interests include social enterprise and nonprofit organizations. He received his J.D. from the University of Chicago and an A.B. from Harvard University, and served as a law clerk for (then) Chief Judge Stephen G. Breyer of the U.S. Court of Appeals for the First Circuit. Before joining the IU faculty, Professor Katz was a trial attorney at the U.S. Department of Justice’s Civil Division and the executive director of a charitable foundation.
Antony
Page, Professor of Law
& John S. Grimes Fellow
Antony Page is a professor of law at Indiana University School of Law--Indianapolis. His teaching and research interests include social enterprise and corporate governance, corporate law, and mergers & acquisitions. His scholarly work has been cited by several U.S. courts, including the U.S. Supreme Court. Before joining the IU faculty, Professor Page was an associate at the law firm of Sullivan & Cromwell in both their London and Los Angeles offices, and served as a law clerk for Judge Alarcon of the U.S. Court of Appeals for the Ninth Circuit and Judge Hupp of the U.S. District Court, Central District of California. He also was a Trade Commissioner in the Canadian Department of Foreign Affairs, serving in Thailand, Laos and Burma.
Elizabeth Carott Minnigh, Tax Attorney, Buchanan Ingersoll & Rooney, PC
Elizabeth Carrott Minnigh is an attorney in the Tax Section at Buchanan, Ingersoll & Rooney PC, where she serves as Vice-Chair of the firm's Nonprofit Organizations group. Ms. Minnigh focuses her practice on nonprofit organizations. trusts and estates and family businesses. She is a frequent contributor to BNA/Tax Management, and a member of the Society of Trust and Estate Practitioners, Washington, D.C. Estate Planning Council and ABA Tax and RPTE sections. She is a graduate of the University of Pennsylvania Law School, and received her L.L.M in Taxation from New York University.