 To get started, I would love to introduce our incredible moderator for today. His bio, he's by the way, he wrote his bio, and I cannot believe this because he's way more famous than just what his bio has written, but he's also very humble. Rodney Foxworth is the co-founder and CEO of Worthmore. Strategic consulting and venture development firms specializing in transformative business models, non-traditional capital solutions, and inclusive economic development with a goal of creating wealth, optionality, and ownership for diverse communities and stakeholders. Prior to Worthmore, Rodney served as the CEO of Common Future. Previously, he was the founder and CEO of Invested Impact, a consultancy and intermediary that facilitated millions of dollars in philanthropic and impact investment capital into community economic development projects and social entrepreneurs of color. Rodney is an inaugural Ford Global Fellow and a scholar worthy of social innovation. Also, fantastic moderator, so we're in for a treat, so thank you. Please join me in welcoming Rodney. Thank you, Michelle. You know, you did sort of, when you said I was a fantastic moderator, you did have a little pause there. I just want to point that out. So I want to set the expectations for the rest of you, but seriously, thank you for the opportunity to moderate this conversation. I respect that there's a lot of humility in this audience because I suspect that there are more folks in this room that have expertise on this topic and related topics that you're actually demonstrating with your hands today. I'm really looking forward to this conversation because we do have like some really amazing experts who have done an array of really, when we talk about alternative forms of corporate ownership and governance, they've done sort of like the full gamut. And so you've got in this like concentrated amount of time, you're going to listen to quite a few folks that have something to share with you, some real clarified case studies and examples and really the brass tax of doing this, this type of work, you're going to actually have an opportunity to really get into a little bit of the weeds with these folks as well. So I'm really thankful for this opportunity. So the title of this conversation is from Benefit Corporations to Perpetual Purpose Trusts, Alternative Forms of Corporate Ownership and Governance. And so let me introduce really quickly our panelists. We have right to my right Sarah Schwimmer of B Lab Global. We have Grant Curtis of Hold Fast Collective. And then we also have Natalie Reitman, White of Purpose Owned. Now I'm going to actually start with Sarah here because it's implicit, we might be implicitly stating that everyone understands what a B Corp actually is, right? And what B Benefit Corporations are. So we want to set the context first because if we're saying we're going from Benefit Corporations to Perpetual Purpose Trusts, want to make sure that there's clarity for everyone in the audience who's entering this conversation to really understand what we're talking about from the core basis of Benefit Corporations and B Corp. So Sarah, can you provide a little bit of context for us? Okay, it's already on. All right, great. Thank you. Yeah, happy to be here. Thanks all for joining us. So my name is Sarah. I'm with B Lab Global. I think a number of folks in the room probably know B Corps or have bought products with the B and the circle around it. Maybe you know what that means. Maybe you don't. So the crash course on what that means is essentially if a company is a B Corp, they have gone through our rigorous comprehensive certification process and passed. What that means and what is unique and really inspires me about B Corps is that it is a pretty holistic way of looking at a company. So there are standards around workers. There are standards around climate impact. There are standards around centering shareholder primacy instead of just stakeholder governance. The standards are quite cross cutting and that's quite unique and I think can therefore provide a bit more of a comprehensive look at a company's contributions to our society or even perhaps the better understanding what potential negative externalities they are taking or resolving. Something that's really important about B Corps though is that it's now we're about 8,000 B Corps around the world and that represents somewhere around 700,000 workers around the world. We over the past couple years have seen pretty unprecedented demand from corporations, from companies looking to apply to go through our certification process to the point that frankly we've not even been able to keep up and so if there are any pending B Corps in the room and you've been waiting a while, I'm sorry and now you know why we're working on that, it's a good problem to have but I raise that because we've been around 17 years or so now. We are now in the process of evolving what those standards look like for certification and so that we'll be launching those in the next what is two years it's 2023 still in my mind we're in 2024 already but we'll launch those in the next two years and what is exciting about that and the reason I share that is that this is an evolution of our understanding of how do you actually incentivize impact from companies. The new standards will instead of at the current level where you have to hit a certain score and if you are surpassing that score this is you know simplifying it but then you can become a B Corp in the new standards we will have nine different silos within that so workers is one of them climate is another one of them you need to hit a minimum score in each of those so what is interesting about that is that this is an evolution and understanding that you know if a company is just doing everything right on workers but actually has a really poor record on climate theoretically they could still become a B Corp right now this is an an evolution of understanding that no actually if we are going to have this comprehensive look at how do companies do good we need to actually take a more segmented approach and so I just share that because I think that's one evolution for us at B Lab on the our certification process the B Corp certification is one mechanism by which a company and frankly a consumer can understand how they want to you know spend their money I think I won't do your job Rodney but I think the perpetual purpose trust is yet another model and so I'll just kick it back to you without without bringing it bringing them in thank you for that Sarah so Greg we're going to go to Greg Greg Curtis as I said is the Executive Director of Holdfast Collective and Holdfast Collective we do not know is the entity that actually is responsible for the perpetual purpose trust of Patagonia now one of the great things about the segue is that as this whole conversation is framed is around benefit corporations to perpetual purpose trust and so what better example than Patagonia which I know everyone knows of Patagonia so Greg thanks for the you know because of the wonderful context that Sarah provided can you share a bit about what it was about the B Corp movement and approach that one made Patagonia say we want to do this and then from that from there can you provide the context for why Patagonia decided to actually move to perpetual purpose trust maybe there were some challenges or some opportunities that you saw so you can share that with the audience absolutely absolutely and I would say having been through several recertification process project you know work in process at Patagonia the impact assessment tool that B Lab has is it's not just used by companies that are B Corp it's used by companies that are thinking about being B Corp so just trying to get a better sense of how they score so it's a it's a wonderful sort of comprehensive view of all of these different segments of your business and so it forces you to look in places that you might not sort of maybe you want don't want to look at or sort of we're avoiding because you don't like the answers and it's just a really important way to see how you're ranking up against some of the other of the colleagues in the community and I think community was Rodney the reason that we wanted to support and got behind the benefit corporation movement and then the certification I mean what was interesting about it is benefit corporation says was a little bit like perpetual purpose trust in terms of an ownership and an ownership model but when Patagonia became a benefit corporation in California there wasn't any other than the articulated purposes that were important to us which involved on-site childcare transparency supply chain improvement product quality footprint impact in our in our supply chain footprint there weren't like that was just what was important to us like we weren't getting this comprehensive view that we would get from the impact assessment tool and no state was really requiring you to sort of forcing you to look at it in that independent verified comprehensive way and so we kind of we knew that becoming a benefit corporation California really wasn't enough and we needed a movement building community that had standards we knew the standards would evolve over time and so and we wanted to be scored we wanted to understand how we stacked up to just be honest with ourselves and so when the opportunity came and belab was building momentum it just made all the sense in the world to support this community and I shared this this morning but one of our purposes transparency we talked to a lot of folks you know inevitably they're sharing with us things that they're doing really well so we learn a lot when we engage with that community too there's a lot of younger companies we're old we're sort of setting our ways in some ways and innovative and others and and so you always have to have that mindset of like who's doing great work who's really attacking supply chain problems or other issues in a really interesting and innovative way so it's a great cohort of like-minded organizations that have that approach to thinking big thinking about change and it was that the value that we saw in that community that we were a part of that made us search for a tool that would lock it in when Yvonne said that he wanted to sell the company to do more of this charitable work and we struggled initially to find a tool that wouldn't put the business at risk long term and we would not do any transaction you know to meet this need that Yvonne had to release more value unless it came along with the the ability to durably commit Patagonia to its mission going forward so the the risk that a new owner or a group of owners would come in and you know today they will be like-minded maybe they'd sign a contract I'm thinking of like the Ben & Jerry's exit with Unilever you know sort of like well that's a piece of paper and you can enforce it and you have to monitor that long term and that who's going to be doing that and we were looking for more durable more structural solution to that issue and we found this tool of the perpetual purpose trust which serves as the the deadbolt we're probably I mean I when I go to the hotel like the chain the deadbolt the chair behind your doorknob like this is like and in that sense it's it is truly this this this multiple fail safes structural fail safes for things to go wrong the board the the management team reports day to day to the board the N employees and other stakeholders and has that accountability then they're accountable to the board of Patagonia the board is accountable to the trust the trust is accountable to this role that's Natalie may talk about it but the protector or enforcer so there's multiple levels of of fail safes and accountability nothing happens fast and therefore nothing that risks the purpose of Patagonia can happen fast and that and there's a lot of tension built into the system purposely so in that sense everything we were doing was to protect everything we'd already done and committed to and and it was a tool that you know we'd like to share and opportunities like this of how if you're a benefit corporation or not or thinking about it you might have a different tool if you need an exit to permanently protect your business durably going forward thanks for that Greg I am I'm going to go to Natalie because Natalie has done so much around perpetual purpose trust and one of the things that we were talking about before getting on stage is around and it was you know point out in the audience like the default is around shareholder privacy right and really focusing on control by investors and one of the things is you all are aligned around is the opportunity for perpetual purpose trust to actually recode sort of the expectations and create a new norm and so I'd love for Natalie if you can offer some historic context as well around perpetual purpose trust what exactly are they you know you've worked on so many different you know I don't want to say transactions but so many opportunities around this so if you can provide some context like where you're seeing the opportunities hit it like are there is that sort of like more active ground or movement and also just share some more perspectives you know Greg was able to share about Patagonia but if you can share about some other opportunities as well thanks hi everyone so perpetual purpose trust so they came on the scene in the early 2000s they're available in 12 states now trust code evolved and this is a change in the uniform trust code and basically what it is is it's a non charitable trust that can hold an asset for an ongoing purpose so rather than humans as beneficiaries of the asset held in the trust so that is their private property instead you have a purpose that is benefited from the asset held in the trust and so in the early years this was used for things like holding an art collection maintaining a cemetery things that were to benefit non-human beneficiaries but over time that has evolved in the last five years we've seen companies using perpetual purpose trust to hold some part of their ownership or all of their ownership so the company stock is actually transitioned part or all of it into a trust so now your new owner is a purpose so the great thing about that is we know humans can be great owners they can be great stewards of their companies building their companies and creating culture and delivering value and but humans often need to retire they need to exit their company they might pass away and so how do we perpetuate these companies that it's really beyond the founder their purpose if they're successful and is affecting thousands of people thousands of lives all the people that work in those companies all the people that supply goods to those companies all the people that are consumers of their products and so we want these companies to go on and so we need structures that will perpetuate them to Greg's point so you know I want to mention perpetual purpose trusts are just one in a suite of kind of an emerging conversation around shared ownership models alternative ownership models a framework that I really like is called stewardship ownership and perpetual purpose trusts meet the steward ownership criteria there's kind of three key design principles in these structures one is the company is self owned so it's not a commodity for sale the company is self owned by and for its purpose that's why it exists the company exists to create products and services that are of value to society and furthering a purpose the second feature is that the governance is held by people who are good at stewarding the company on that path to the purpose so it's held usually closely by people who have demonstrated leadership and ability it's guiding the company and then the third is that the economic rights or the wealth and the value that's being created in the company is reinvested back into the purpose and shared with people who are contributing value to that purpose so investors have a role to play that they bring capital to the table that can help grow these purpose companies sometimes create liquidity for a founder exit workers are delivering value by bringing their energy and creativity to the company every day to accelerate the purpose potentially customers are people in the supply chain so you can design one of these models to really share governance and share rewards with people who are creating the value so I'll just give a few examples of companies that are choosing these because we're seeing a big a big variety so some companies are more focused on say social justice or employee worker benefit so a great example a couple of examples here in California there's an organization called California harvesters they are a farm labor contracting company so they have over a thousand workers and that's a historically very exploitive industry where the owners the farm labor contractors really exploit the farm workers so they started this company they were able to bring in equity private equity financing to grow the company but the governance is held by the farm workers and the farm workers share in the economic returns and the profit sharing of the company so that's an example of kind of more of a social justice worker focus some companies have more of a kind of community benefit and staying rooted in their place focused so an example of that is Zingerman's community of businesses in Ann Arbor, Michigan so they started off as a chain of delis and they grew and grew now they have a bakehouse and a candy shop and a mail order catalog and a training program they have over 850 employees in this community of businesses but their whole thing was staying rooted in Ann Arbor and growing a diversity of businesses that shared their values around treating employees while creating awesome products and contributing economic value to the community so they're an example of kind of a place-based purpose trust that's reinvesting back into the community and sharing with the workers and then for some companies it's really you know more of an environmental focus so you know I worked with a company organically grown company our purpose was to transform food and agriculture so how do you do that so our purpose is really about rewarding the farmers the customers the employees and investors on balance because we're all part of building a sustainable foods food system so it really depends on on what your purpose is how you structure who gets to participate yeah that's a that's a lot of great context and I so this was not unlike one of the pre questions so I'm ad-libbing here I'm sorry but Natalie you mentioned investors and we've talked to you know some kind of like mentioned shareholder promises so one question I have to you and Greg is actually what are the conversations like with prospective investors and existing shareholders because when I think about at least folks I recognize in the audience it seems like we've got a range of folks some folks who might be looking to potentially invest and to professional purpose trusts might have some business owners and entrepreneurs folks who are working at companies that are trying to work this through so I'm just curious in terms of the your experiences on the investment side of things I know Greg obviously very different context for you but Natalie you've seen a number of things so could you offer some perspective or some some context I think your OGC experience is probably the most yeah so for companies that want to structure into a perpetual purpose trust certainly there are some founders who are in a position to donate their company into a trust or part of the company into a trust and a lot of owners will do seller financing into a trust so they'll get you know note issued by the company to pay for them for their stock and transfer ownership into perpetual purpose trust over time you know most of the companies I work with they're not in a position to just donate their company the founders have just probably likely I'm a mini company so they're their founders this is that's been their sweat equity and they invested money and time themselves to start and grow their company so even though their company really exists for a purpose bigger than them they need some of that value out so we've Greg wanted me to mention the organically grown uh scenario so organically grown largest distributor of organic fruits and vegetables in the country we were in this position where we had an employee stock ownership plan and 45 founding member owners and the company was worth a lot and we had people knocking on our door all the time looking to buy the company but we were interested in staying focused on our purpose self-governed by people inside the company and making sure that most of the money was reinvested in the company and shared with people over time so in that scenario we had to recapitalize the business in order to get into a purpose trust so we did a combination of debt shout out to rss social finance also mission driven finance has participated in some of these deals as a debt partner so you know conventional loan looking at you know what the company could support with its cash flows and that provided us with the cash to be able to pay that fair value to owners as they were exiting the company and putting it the ownership towards the purpose and perpetuity and then we also were able to raise money during the process so we raised preferred equity and the way it's structured is the investment isn't predicated on selling the company to the highest bidder someday down the road the investment is the terms are that the investors share in the returns of the company over time through a dividend but the way we've structured the dividend is that it's they've got a baseline dividend but then the upside is shared amongst different stakeholders in the company so employees farmers community and customers so that way as the company moves towards its purpose and generates returns all these folks are incentivized to share in the economic value that's created so we had a group of investors that signed up for you know in 18 months we were able to raise over 12 million dollars so it can be done you have to find this isn't for everyone like not all investors want kind of a dividend based return over time but some will definitely participate in these in these structures because they believe in kind of impact and and the value that the company is creating the first time I'd ever heard of a perpetual purpose trust was because of the OGC transaction that Natalie led the company through and mainly because I was always poking around because I knew Ivan was going to do something like he was gonna and eventually I was gonna get the call that he wanted to sell the company and so we were always looking at like what is interesting and different that we might be able to use as a tool to deliver to him what he wanted and there aren't many moments in my life where I feel like I've found like a treasure map of like something that just opened the world in terms of what was possible but I read an article about the OGC transition there's a term sheet that I think is still online that you can see and it's just it's brilliant it's some of the most brilliant thinking and creative approach to financing and it really shows when a business meets with investors who are thinking differently with stakeholders who are reaching for something different and possible and when you put profit and I think your expression is in the right relationship with all these other stakeholders and capital in the right relationship it's just incredibly exciting at some of the outcomes that you can achieve and so I think that term sheet is probably still online it's some of the most brilliant structuring and packaging of an opportunity that I've ever seen so it's really exciting. Yeah I think what's really striking for me is you know as Natalie pointed out there's so much diversity in what type of purposes a company might want to put in perpetuity and at the same time the amount of creativity that can be applied to making this work it's something that both excites me and it's really interesting and I also know it's a challenge in terms of to your point that everyone investor wants to get into this but the point is there's actually so many different opportunities to actually make this work. I think oftentimes people think that this is too big of a challenge it's too difficult but there's actually some practical resources and to your point I mean there's actually online resources that one of the great things about this is that because folks in this space are so purpose-driven there's a lot of transparency a lot of things that people have already done that they want to get out there to make it a lot easier for the next person to execute against these these things. I was going to say well I think it's also a little bit of a threat I think there are a lot of investors out there who who think capital is perfectly in the right relationship today of where it needs to be and and you know wanting it to be you know this unity of ownership and control and you know as long as the business is able to generate a return they get unlimited future economic benefits so I think it's just you know there's a what generates more profit purpose or just focusing on near-term shareholder value I think it's just a really interesting inflection point in the market right now. And since we're talking about structures right now I talked about OGC structure but we were also talking earlier another creative structure for capital participation is yes you get you know the revenue or the profits first until you get to certain cap and then your shares are redeemed so that way you're rewarded for the early risk and investment that you took but at some point the company can redeem it and be owned by and for its purpose moving forward. Thank you for that. I want to go back to Sarah because you started us off with such great context and from the perspective of B-Lab because there's so much that quite frankly a lot of adjacent movements and companies are relying upon or from B-Lab so you touched on this a little bit ago when you opened up your remarks but can you share a bit about how B-Lab has been thinking about incorporating you know within your metrics things like perpetual purpose trust. So as I mentioned the standards which is really the core of who B-Lab is it is what the certification is then generated from. We are working on those right now to this point around transparency. We have a series of public consultation periods so I would encourage folks to go to our website bcorporation.net to take a look you can see kind of where those are we're very open about it and then you can also see the upcoming dates for these public consultation periods. A lot of active members of the B-Corp community have a lot of a lot to say on that but welcome folks to go there. I think as I mentioned part of this evolution is taking a look at is really rooted in impact so we are not I don't think any of us are on this stage because we are doing this work because it just feels really nice and you can you know look yourself in the mirror at night although that helps but this is very much rooted in impact so how do we at B-Lab through our certification through our evolving standards how do we incentivize more impact both through that certification the more rigorous standards that absolutely do incorporate more rigor around stakeholder stakeholder governance rather than shareholder primacy among other things that I mentioned and we also are very much looking at then how do we actually you know Greg you are mentioning the the value that Patagonia has seen in the community there's a lot of potential there as well as I mentioned there's 8,000 B-Corps that represents 700,000 workers I don't know how much money I probably should know but it represents a lot it's a good it's good sample size we've got proof of concept we've got a lot of interest there what more can we do as as a movement and one of the questions is what are the other alternative forms of corporate ownership and governance that could work because not every company should become a B-Corp not every company can move to a perpetual purpose trust we're offering to you know looks at what this could look like from my perspective me personally and I would say B-Lab as well again it's about impact and it's not just measuring the impact but understanding how do you continue to improve upon that impact measure manage improve and so thank you Greg for pointing out the the impact assessment that's this online tool we've had I think over a quarter million users of that tool most of them are not B-Corps right but many of them do use that tool to to Greg's point check where they're at and then hopefully raise their hand and come and work with us or others to identify how can they improve in in those areas so I don't know if that totally got your question but I think it's kind of an important point just to remind us all we're here I think around impact and these are two tools by which we we are believers in in that that they can continue to drive for impact and one of the things that I think that is important this kind of like public consultation process that B-Lab is going through is that it actually engenders the the sort of values around centering other perspectives and voices because as many of us you know working in this well in this space in other areas what types of metrics what types of things are measured for performance that's oftentimes has no consideration for a variety of stakeholders and so that's a big component to this obviously so just want to uplift that piece Sarah you also you know there's such a wide breath of companies and the B-Lab community you know obviously Patagonia large company that everyone knows about as you said there are other considerations that business owners are considering they might not do a trust they might opt for something different and I'm just if you could share a bit of what you're seeing in the B-Lab community of some other alternatives and and actually are there are there particular pain points that you see that have that have sort of prevented folks from moving forward or something like a perpetual purpose trust yeah it's a great question well so the B-Corp community itself is is quite a mix yes we have the Patagonia's the Warby Parker's all birds number of companies who have gone public and have done so successfully and we have a number of just a the majority of the movement has started with SMEs and so it's quite a mix of you know size revenue every sort of diversity measure one might look at and so because of that I think it you know does vary to be honest I think that most of the company most of the B-Corps are have sort of made their choice for right for right now that that B-Corp certification is the right community for them and hopefully we're working on this but our and are also understanding that that's not the end of the story that means that great you've gone through you've proven that you are worthy of this certification and there can be sort of revenue implications for that and the ways that companies take advantage of that but that's not enough that's why we have this B impact assessment we're working on additional tools as we roll out the new standards as well so that's an ongoing body of work as well over the next couple of years but additional tools to really look at what are the other ways that we improve performance so I'm not sure that I am I unfortunately I don't feel that I can really speak to perhaps if there's sort of an agitation or interest in different sort of models beyond B-Corps certainly there's been a ton of interest in this perpetual purpose trust probably in large part because of Patagonic like that was such an obvious high profile example so there are questions and interest in that area for me what we see in the B-Corp community is again it's about the impact and so they have decided that the B-Corp certification and working with us with other tools is the right way to do that for them that makes sense I am I'm thinking about this idea around aligning all the stakeholders and I'm sure that's probably some of the messiest components or maybe not and so if you could share a little bit maybe I'll just go down a line Natalie you started off in terms of you know would have been some things that stand out to you because one you've got you know you're aligning things around employees for drone you know but existing ownership and also thinking about future stakeholders as well and keeping that in mind so I'm just curious if you could just share a little bit about some of those you know the little bit of the messiness that is involved in this process too. Hi well so that's actually one of the reasons why people are choosing this model so Greg was talking about kind of who's at the center of the universe in your business and ownership has a lot to do with that right so in traditional business models those who invest are the shareholders and that entitles them to both control of the company and governance rights as well as economic rights in the company and so so what's the alternative so you know some companies have thought about well who do we have at the center if it's not shareholders so there's other forms of ownership like cooperative ownership so you might have a single stakeholder group now at the center of the universe so let's say a worker cooperative the workers are at the center of the universe they now hold the governance rights this they're they elect the board they serve in a governance role they decide what direction the company's headed over time and they also reap the economic rewards or you have a producer cooperative it's the farmers at the center of the universe and they're the ones who control the board and and share the economic benefits but I think what's going on here is people are starting to recognize that in order to build a great company you can't just have one stakeholder group at the center of the universe because you will get out of balance in your performance so I think there's a real case to be made from a business value proposition that we have to put none of those stakeholders at the center of the universe we've got to put the purpose of why the business exists and who it exists to serve and what it's trying to do in the world through its products and services and the impact it's trying to create at the center and then we put the other stakeholders in alignment around that purpose through shared governance and shared returns now that doesn't mean that it's democracy all the time in these structures so you know we're still in these structures looking at a stewardship group that is um elected nominated because they've demonstrated the best capacity and ensuring that the business vehicle stays financially healthy because without the financial health there's no purpose that the strategic plans are good that the operating plans are good that the business doesn't over capitalize itself and isn't able to pay back folks and needs to sell itself to somebody else I mean these are you need good leadership and um but you have leadership at the center that's focused on answering to the purpose and stakeholders can you know participate in giving feedback to that leadership potentially electing that leadership or serving in those leadership roles but again it's still got to be merit-based that you've demonstrated good stewardship to the purpose um so yeah I mean multi stakeholder is messy but it doesn't have to be if you put the right structure in place and also multi stakeholder can create I think better business performance because you recognize that you need to whoever's in leadership needs to balance um you know I'll give the example of when I was working at organically grown well if the farmers were at the center of the universe we'd think about just paying the farmers as much as we could at the expense of we might start to lose customers because our prices are too high or if the workers were at the center of the universe we dedicate everything towards you know worker income and maybe not pay the farmers as well and not have the prices as good for the customers the investors are at the center we think about rewarding them so it's that I actually think that multi stakeholder can create better governance towards a more holistically performing business I like I love that I think we think about it in terms of um engineered tensions within the business when we um went through the ownership change there's a lot of confusion from the business where everyone thought we were now we were just a non-profit company which was wasn't true we were patagonia continue to be a for-profit company um we had to make a profit um we had just messed with what is that right relationship for us the purpose trust was the mechanism to lock in you know we're in business to save our home planet for good that's not going to change it didn't need financial resources to really enforce that mission so it didn't need 100 ownership what was important to our stakeholders was that we were doing more to release value from the business in an efficient way which is why we came up with the whole fest collective which is receiving dividends tax-free from the business and so we were really able to amplify for that constituency for that stakeholder that was important to us um resources to go out and achieve that mission but there's been over this last year a lot of conversations around because you know there's always things that you can do better um and I think you know the example where people thought we were not they just didn't we didn't do a good job of actually communicating what was really happening day in and day out and the reality was nothing was changing for the business what we were doing the day before the internship changed is exactly the same as we were doing the day after the internship change exactly the same hopefully in 100 years as we would be doing it sort of with the philosophy in mind for future decision makers of what would even do in these situations and um and so so that was that was and to achieve and to get more visibility and literacy in terms of what we were doing we just weren't doing a good job of communicating with employees like well this is what we're doing from a compensation perspective this is what we're doing from a leadership and development perspective this is what we're doing in our supply chain and the investments that we're making this is what we're reinvesting in our systems to put you in a better position to be able to execute more effectively and so just better internal communication about how before we even issue dividends how we are allocating the value the business creates among all these different segments and so I think it's actually been a really great learning process for us because there's a lot of hard work that everyone in the business is doing to make all of this happen and now we just have better transparency internal transparency in terms of how we're making it day to day thanks for that Greg so I'm going to actually take some moderate approaches here because there's been I've been receiving these questions from the audience and we're supposed to start those a little bit later but there's a number of them that are actually they're they're good questions so I want to just have enough opportunity to kind of address them right is it okay okay great so I asked for permission got the panel said it's okay so I'm going to start and I'm just going to do these in the order that I received them it's actually a question that's really dear to me so how have you seen companies building racial equity gender equity and other types of equity into ownership governance models what worked what didn't I'm going to assume that this is this is broader than perpetual purpose trust as well so so if you can lean into to sort of the broadness based on like the question itself although so rethinking ownership ownership has not historically been available to everyone there have been communities that have been systematically shut out of ownership and opportunities for ownership so to me this really gets at the heart of I think somebody commented earlier if we want to get towards equity we need to think about how we actually share governance and returns with people who have been systematically left out of those opportunities and so you know examples of this are in the perpetual purpose trust movement are plenty I'd say the main vehicle is sharing governance so through board seats and stakeholders participating on board seats as well as shared return so where the profits are directly contributed like a chunk of the company profits are directly contributed to the people who are creating the value so I'll give us an example another example of a purpose trust own company so there's a company called optamax which is a manufacturer of optical lenses and they manufacture so they've got a bunch of technical designers as well as blue collar folks working at optamax max manufacturing and they're based in Rochester New York and they decided to do a purpose trust because the founder comes from a background that is based in Rochester blue collar background he wants to make sure that over time the value that they're creating they make lenses for like the Mars rovers and NASA is actually going back to the community in which it operates so that's an example of how they have embedded within a structure wealth and shared returns going back to the communities that are creating value that have often been shut out of ownership what came to mind for me is and this is candidly something that pedagony has then a lot of has had to do a lot of work on I mean historically we were hiring out of a pretty local population in Southern California which kind of came along with some certain disparities in composition for employees we have had to do a lot of work around evaluating our hiring practices and making sure that you know the kind of talent that we're looking at is inclusive and looking in different places and that's it's been really exciting actually to see the results of that a lot of new ideas better ideas than ever a lot of highly motivated individuals the work from home hybrid environment has made it a little challenging but it's great to see everyone getting on campus again and now those types of hiring practice that we have ultimately will lead over time into leadership roles for those individuals and you know potentially board seats and so that's an exciting change to see happen I haven't seen like a purpose trust like principle our purpose trust principles can change over time so that may end up being something that's more or less memorializing the purpose trust but as of right now it's it's part of our benefit corporation sort of evaluative criteria and so from that and in the sense that our trust locks in those criteria that changes here today thanks I a couple things that just came to mind from the b-lab perspective so one as I mentioned 8000 community strong there are a lot of learnings that this is a really innovative community so there are a lot of learnings there's a lot of testing trying failing that we are working to both capture and then also share out to to further to speed up the efficiency with which other companies might try things the second I mentioned our evolving standards we one of our standards one pillar is around what we call jedi which is justice equity diversity inclusion so there will be very clear measures in there if you want to become a b-corp research advice b-corp you need to meet those standards and more is available on our website the third I wanted to mention is that we took a decision from the beginning that the b-corp community needed to be accessible and that means a lot of different things including reducing financial barriers you have to pay money if you want to certify you pay money we're underpriced in my opinion but what that has meant is that we have we at b-lab have subsidized that cost so that in particular in emerging markets around the world that that cost to certify to just go through the certification to see if you're eligible to become a b-corp we've been subsidizing that so the community is much more diverse than it might have been otherwise the fourth piece and last piece I will say that came to mind is that we have also really worked to center judi justice equity diversity inclusion in everything that we do including programs that we're developing so these are all philanthropically supported which is why we we hope to build on these but we have a program now I think we're in the third iteration of it called level some of you may be familiar with it this is focused on BIPOC owners specifically where we bring together cohorts of BIPOC owners for learnings but also to put them in front of access to capital so helping to ensure that these opportunities that might not otherwise be available to to not all these point are not only available but we're actually prioritizing those folks so those are less on the sort of governance side and more on the sort of programmatic but one issue thanks for that and this this question is not connected to the most of the last one but I think it's something that we actually briefly touched on before the panel so I'm gonna sort of condense this question but the question is really looking at the the support functions that actually help to activate these alternative ownership and governance models and specifically the role of lawyers accountants tax advisors wealth advisors etc so you smirking over there so so if you could just offer some perspective there because I will I will say that before we had this panel you know that is always we have a brief conversation in my experience how do you make sure that you can bring to bear the most creativity from those from those functions and it can be a hurdle I mean I've certainly experienced that directly so any any thoughts that you might have to share well I think we need networks of lawyers CPAs and others who are interested in these models and we're starting to grow that so I've actually been working with some academics to map the landscape of service providers that are working on these stewardship ownership models so that can be available to entrepreneurs and investors who are interested in doing this we need more open source materials so Greg said he saw our term sheet online you know to what extent can we share how companies are structuring equity and debt in these deals and so open source materials connecting people with the advisors and certainly this needs to be taught you know in law school and business school as what are the options I think it's more common that we think that you know we design ownership so that ownership always has economic rights and governance rights but really starting to work with folks who can innovatively pick apart okay what are you trying to achieve and how do we structure the right people at the table in right relationship with the right rights to either value creation or governance in this thing and I think it's coming but I think it's early days like I think that this is basically kind of the bleeding edge of the socially responsible company ESG movement you know first people thought well how do we support more products and services that are better for people on the planet and then it was well how do we make sure that those values carry into the entire operation of how the company is run like how are the workers treated who make those products and what kind of energy does the facility run on and all of that and I think the next thing is okay so who's in the boardroom and who's getting the value that's created from this company and so to me this is the logical next step for this movement is to really start to unpack ownership and ownership design and to reconfigure it in ways that center purpose so it's coming I'm writing a book on this topic of purpose trust ownership and we're going to be creating kind of a trade association for people who are doing work in this field to be able to network and share best practices and open source materials I'll just add to all of that and I'm excited and looking forward to the book um a lot of this some simple stuff like if you're out there um and you're interested in this and you're talking to your startup lawyer that helped you build your business they are they're a corporate lawyer they don't do if when you get into trust world it's it's personal estate tax um family planning totally different if your law firm even has that department a lot of them have broken apart from these big law firms so it's if you want to talk about purpose trust ask them very directly you know do you have a trust in a state's lawyer because that's the kind of expertise they need and for a lot of this work you get into tax exempt areas too which they may not have and so a lot of times you know they might and it's appropriate to to go to that sort of startup lawyer but you might just need to get expertise from other firms to connect the dots same thing for accounting because there's sort of groups that just practice in charitable versus four so you kind of have to unfortunately right now where we are because this is so interdisciplinary I experienced this completely we had to kind of sit between a lot of functional areas to make this work because they don't normally they don't think and connect these dots because they never had to before so just reach out and just ask those kind of direct questions so you save yourself some time and headache I'm going to add one thing don't take no for an answer I was in the boardroom at organically grown and we were talking about structures and I was saying our structure is problematic it could lead to an eventual sale of the business someday and then all this that we're building will be in trouble and so I literally had people go there is no other solution we've already been a non-profit decided to be a for-profit then we were a cooperative but we decided that it wasn't just about the farmer so then we add an unemployed stock ownership plan like we've been through every structure there's nothing else and I just kept pushing and talking to folks and talking to folks and so don't take no for an answer you can build this structure that will support your purpose you just have to get creative and keep keep talking to folks and I do want to point out that Greg isn't the only attorney on this panel they do exist with this type of creativity but one thing I want to double down in terms of what Natalie pointed out because there's analogous sort of thing on this on the on the sort of like impact investor type side where you know I've seen where consultants and advisors begin to wield more power than the actual client and so you say hey we want to be able to invest directly into racial justice and then you know your consultant says we can't do that we can't figure that out well you're actually the person that has the power in an equation it you know we talked a little bit about power earlier but there's sort of like this this more specific relationship often sounds like about this from the fact that somehow FTX was able to find accountants and attorneys to make that work but when it comes not purpose-owned it was that not purpose-owned it's not purpose-owned but when it becomes when you get to a place where you're trying to actually figure out ways that you can create economic rights power for regular folks in purpose it gets a little dicier so I did so just to double down on Natalie pointed out it's not you know accepting the no but also pushing to say hey you know we can find another attorney we can find another accountant if you can't figure this out because you're seeing some of that again on analogous side you're seeing more some growth in some other investment type vehicles specifically because you know investors say we want this right and so I just wanted to like double down on that totally I mean there's a lot of when you talk to even found like there's a lot of unarticulated expectations and and they won't even go to certain places because they just assume that you want a liquidity event right so it's just you kind of need to be really direct and really over communicate in terms of what you're trying to achieve and what you're willing to walk away from or what value you're I wouldn't say you're walking away from the value reallocating the value among other stakeholders and so when people start to because they were they didn't go to law school they don't teach us in business school so this is like this is really early so we only have so what we're going to do have five more minutes and when I ask this one question and we'll close out but having said that we're going to have 15 minutes of time right Michelle so for folks to be able to interface with the panel more casually this is a very specific and question because I think Natalie you had pointed this out there there are only a few states that already have perpetual purpose trust written in and so what are equivalent options so the question is what are equivalent options what equivalent options are available elsewhere in so that's especially outside the US so if you can actually kind of us and outside that US context so in the US there's there's 12 states we actually just passed legislation in Oregon a couple of years ago to allow these types of trust so I would encourage folks who might be academics legal scholars there's a business opportunity here like that's how we brought it to our legislature was we will help more companies stay independent and contributing in our state if we have passed this legislation that allows companies to be owned by an Oregon stewardship trust is the way we pitched it but companies can use other states to house their trusts even if they are not domiciled in those states again I'm not a lawyer but he is that but like we've so we've worked with California companies that are owned by a Delaware purpose trust for example internationally I'd say you know the trust code is different per country so I actually live in Canada and that's kind of linked and I've had a fellowship in New Zealand and there's kind of a set of trust code that the crown country share for example so you kind of are looking at what are the the common trust codes and available structures per country I know Germany is actually just passing a new legal form for a self-owned company which will match this criteria so that's why I like to go back to the design principles like there's different vehicles in different countries but I think these the design principles of what what I call stewardship ownership which is really looking at how can a company stay independent for the long term share the governance with the people who are the best stewards of its enduring purpose and then share the economic rewards with those who are creating the value and reinvest and and give yourself enough to reinvest in the company to not just pull it all out of the company and so what are the structures that allow you to do that so you know and another thing is like for for other countries for example as part of my fellowship in New Zealand there are awesome lawyers in the states who are willing to donate their time to meet with lawyers in New Zealand I like facilitated a zoom call and we said okay explain what we're doing here and then the lawyers in the New Zealand legal context will discuss how it might happen there so you don't have to be an expert in like every country's law but you could ask somebody who's doing these structures elsewhere to kind of educate your advisors and then your advisor could say wait a second this is how we could do that same thing here but using our legal code I would add if you're like if your business is in Florida you don't have to wait until Florida passes a purpose trust statute they probably never will um with the current leadership um you never know and but you can throw in a grappling hook to someplace like Delaware or you can use a corporate trustee it adds a little bit of a layer of complexity but it's totally doable and um I mean they they do services all the time in different context so it's it's useful and or you can go to some other state um South Dakota and Wyoming come to mind where you can create your own private family trust company and you can find a partner to set that up for you they do that in a lot of other contexts too so you don't have to wait until your your home jurisdiction figures this out