TheCorporateCounsel.net

Here’s something from Abby Jones, who recently retired from QEP Resources as corporate secretary:

As I write this, my canine companion – who just a few months ago begged for scraps and dodged auto rickshaws on the bustling roads of Delhi – lies curled up next to me. I wonder what Jasmine dreams about – the rabbit she stalked in our local park this morning, or struggling to keep nine puppies alive on the unforgiving Indian streets. How she came to us is one miracle among many in the world of animal rescue.

Why, you can fairly ask, am I writing about animal rescue on this blog? I believe that sometimes, if we look at a problem through a different lens, it becomes easier to understand and perhaps solve. I sense that you, as trained skeptics, are doubtful – but stay with me for a few minutes, at the very least you may learn something about animal rescue.

I am fortunate to serve on the board of “Best Friends Animal Society,” a large non-profit whose mission is “to end the killing in America’s animal shelters … by building community programs and partnerships all across the nation.” In addition to running the nation’s largest no-kill sanctuary, which on any given day is home to nearly 2,000 homeless dogs, cats, rabbits, horses, goats, pigs and parrots, Best Friends has dog and cat adoption centers in Los Angeles, Salt Lake City – and one opening soon in Manhattan. They also work with a network including hundreds of no-kill organizations throughout the nation.

How Solving a Rescue Crisis Required Diverse Perspectives

In 1984, approximately 17 million animals were killed each year in America’s shelters. In that same year, the founders of Best Friends broke ground on their no-kill sanctuary in Kanab, Utah. As they worked toward their goal, the founders met many like-minded people and organizations striving for a no-kill nation. Due to the love and labor of thousands of people, the number of animals euthanized in America’s shelters is now 4-5 million. While Best Friends and its partner organizations will tell you that’s still too many, it is tremendous progress in 30 years.

Solving the euthanasia crisis involved tapping the talents of many smart people with diverse perspectives, and the solution is multifold. First, spay/neuter addresses the problem at the beginning – by preventing unwanted litters. In order to accomplish this goal, many animal welfare groups offer free or low-cost spay-neuter programs to low-income pet owners.

Second, adoption must be the preferred source of pets. The obstacle is that many potential pet owners dread going to shelters; they conjure images of forlorn animals, potentially with only hours before euthanasia, gazing at them from behind bars. Recognizing this issue, rescue groups pull animals from shelters, foster them in homes and take them to retail outlets where they can meet potential adopters. In addition to getting many animals adopted, this tactic reduces shelter populations, also decreasing the pressure to euthanize to create cage space.

The other strategies to achieve a no-kill nation include abolishing puppy mills (note – if your friend bought a cute puppy on the Internet or in a pet score, chances are over 90% that it came from a puppy mill), eliminating breed discrimination, and controlling feral cat populations through “trap-neuter-return” or TNR.

The Need for Fresh Perspectives on Boards

When, in 2013, one of the Best Friends founders asked me to consider serving on the board, I was stunned. The liberal, ex-hippie (maybe not ex), environmentalist founders who, with their passion and sweat had built an organization with revenues exceeding $50 million in 2014, were asking a lawyer who works for an oil and gas company (translate “fracker”) to serve on the board. What could I offer to a group that had already accomplished so much? The answer lies in what has changed the face of animal rescue over the last 30 years. Best Friends was looking for different perspectives – new ways to look at the problems the no-kill movement faces now.

Serving on the Best Friends board has helped me understand why board diversity is important. The boards of many oil and gas companies are populated with directors who come from the oil and gas industry (that they are almost always white and male goes without saying). Don’t get me wrong, their viewpoint is critical. Understanding geology and drilling techniques is incredibly challenging.

But imagine, if you will, adding a director who can ask the questions an ESG investor wants to ask, or the burning questions of a regulator? What kind of depth and breadth might those questions add to the debate? What if companies, instead of looking for directors who would help them perpetuate the existing company paradigm, offered them new ways to look at the problems of their industries today?

As investors push for change in the boardroom, I applaud their efforts. During my 13 years as a corporate secretary, I worked with many bright, talented and dedicated directors who truly did have corporate best interests at heart. I saw no instances of “group think” or simply rubber-stamping the CEO’s recommendations.

But what I rarely saw was a true diversity of viewpoints, people who looked at problems from different perspectives because their backgrounds were unique. It is that diversity that can truly change our boardrooms, help with crisis management and ensure companies are prepared to face the challenges that inevitably lie ahead.

Conflict Minerals: SCOTUS Extends Uncertainty

Last week, as noted in this Elm Sustainability Partners blog, the US Supreme Court granted an extension for filing an appeal to the SEC over the appellate court rulings on the conflict minerals disclosure requirements related to the use of specific determination wording – ie. NAM v. SEC.

Also see this blog from Elm Sustainability Partners entitled “Surprise – You Are DRC Conflict Free!“…

Corporate Venture Capital: Good for Startups?

Here’s the intro from this blog by Gunster’s Robert White:

Corporate venture capital has quickly developed into a major funding source for startup companies. This type of startup funding is available to some innovative startups and early stage companies, and the dollars involved are significant. This all sounds great, but is this type of funding right for your startup?

According to the National Venture Capital Association and PWC’s Money Tree survey, 905 corporate venture capital deals were closed during 2015 with $7.5 billion invested (primarily in high growth startup companies). These transactions comprised 21% of the total number of venture capital deals closed in 2015 and represented 13% of the total venture capital funds invested in that year. Not surprisingly, the biggest chunk of these investments went to software companies ($2.5 billion in 389 deals, which represented 33% of all corporate venture deals in 2015), while biotech deals were second ($1.2 billion in 133 deals, which represented 16% of all corporate venture deals that year).

– Broc Romanek