The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Benjamin (“Ben”) Fox is an associate in Morrison & Foerster’s Corporate department in the San Francisco office. Ben is a member of the firm’s Social Enterprise and Impact Investing and Energy and Clean Technology groups.
Ben’s practice focuses on the representation of clients in the clean technology, renewable energy, and sustainability spaces. Ben counsels startup to late-stage private companies and venture capital and private equity investors, as well as family offices, private foundations, and public charities in a broad range of transactional matters, including early-stage and late-stage equity and debt financings, mergers, acquisitions, asset purchases and sales, joint ventures, and hybrid or “tandem” structuring arrangements between nonprofit and for-profit entities. He currently serves as a member of the San Francisco Young Professionals in Energy Events Committee.
Ben graduated from the University of California Berkeley School of Law with a certificate of specialization in both Environmental Law and Energy and Clean Technology Law. At Berkeley, he served as an executive editor of Ecology Law Quarterly, a member of the California Law Review, and a judicial extern for the Honorable Edward M. Chen of the U.S. District Court for the Northern District of California.
Describe your practice area and what it entails.
I have a transactional practice and represent a range of clients focused on energy, climate, and sustainability matters. This includes serving as general outside counsel to entrepreneurs and startups in all phases of their companies’ life cycles, as well as negotiating equity and debt financings, joint ventures, mergers, and acquisitions for both companies and investors. I also advise “mission-driven” entrepreneurs, investors, and nonprofit organizations with respect to hybrid structures between nonprofit and for-profit entities. Given the expertise of our group with respect to impact investment, we often advise clients on how to embed mission into their corporate documents (through use of new corporate forms, such as the Delaware public benefit corporation) or how to measure or report the achievement of certain impact-focused metrics (e.g., linking fund manager compensation to greenhouse gas emission reduction targets).
What types of clients do you represent?
We represent a range of clients focused on energy, climate, and sustainability matters. These include entrepreneurs and companies, venture capital and private equity investors, and charitable organizations.
What types of cases/deals do you work on?
I work on a wide range of transactions. Although my primary focus is early and late-stage venture capital financings, I also work on mergers and acquisitions, fund structuring and formation matters, and joint ventures. For instance, in this past year, I’ve worked on significant late-stage venture transactions, the formation of an innovative fund platform leveraging nonprofit capital to address the U.N. Sustainable Development Goals, and a cross-border merger of equals forming a unique data platform focused on creating more efficient commodities. I also maintain an active pro bono practice, which tends to focus on energy and the environment. Recently, we have been representing a nonprofit seeking to fund solar projects for low-income communities.
How did you choose this practice area?
I have always been interested in environmentalism and sought out this practice as a means to further environmentally positive businesses through a transactional legal practice.
What is a typical day like and/or what are some common tasks you perform?
Practicing as a transactional attorney involves a dynamic environment, and so my days are often quite varied. Common tasks involve calls with clients, helping them troubleshoot various issues that crop up, whether or not they are related to the matters that we are currently working on together. I also frequently spend time drafting documents, negotiating with opposing counsel, and meeting with partners or other associates on active matters.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
It is important to have solid corporate legal training, which includes drafting and negotiating a variety of agreements and writing persuasively and effectively across different mediums (formal and informal emails, memos, articles, etc.). I think it is also important to have substantive areas of focus; this helps with business development and overall career satisfaction.
What do you like best about your practice area?
I enjoy working with clients that are focused on solving some of the most pressing challenges that our society faces. I also find that our practice involves a high degree of creativity and the use of novel legal structures to help clients achieve their goals.
What is unique about your practice area at your firm?
Our expertise in social entrepreneurship and impact investing sets us apart from other firms focused on the energy space. Many of our clients are focused on having positive social impact embedded into transaction documents, whether they are nonprofit organizations, private equity funds, or mission-driven startups. It is an exciting area to work in as a lawyer because our clients need us to be legal innovators to help them achieve their goals via novel structures that may not be common.
For example, we helped form the Carbon Endowment, a 501(c)(3) nonprofit organization, with the goal of purchasing coal assets out of bankruptcy to be held in perpetuity (e.g., never mined or burned). The entity could take in donations from other charitable sources to purchase coal reserves, as well as spend resources on environmental remediation and job support for coal mining regions.
What kinds of experience can summer associates gain in this practice area at your firm?
Summer associates have an opportunity to work across a number of different corporate practice areas, including M&A, emerging companies and venture capital, public company counseling, finance and projects, and intellectual property transactions.
The Clean Tech and Renewable Energy practice includes everything from M&A to financing to tax and much more. How do you think this multi-faceted practice has helped you grow as a lawyer?
Working in our Clean Tech practice has contributed to my substantive knowledge across a range of different practice areas. As a result, I’ve become a better attorney and more helpful to my clients, who often seek cross-disciplinary advice.