Capitalism is at a crucial juncture. Our next steps will dictate the future of our economy, society, and planet. Join the debate & earn a certificate in Sustainable Capitalism & ESG.
REGISTER HERE
Designed for professionals, this self-paced course is about 40 hours of mandatory content and can be completed from January 25th to June 25th 2021. Registration closes on January 8, 2021 or when we reach capacity.
Investors, regulators, employees, and the public are increasingly asking companies to manage their environmental and social impact. The global pandemic, racial injustice, rising income inequality, and climate change are heightening the demands for capitalism to take account of its stakeholders. Precisely how to meet this growing demand remains unclear.
Our course addresses that challenge. Through a combination of focused lectures and case studies, curated readings, and in-depth interviews with over 50 thought leaders, this program demonstrates how to incorporate environmental, social, and governance considerations into business and investment strategy.
Testimonials from current course participants:
- “This course is a masterful top-to-bottom review of ESG, ranging from the underlying theory and history to the latest in reporting frameworks and board governance. Given its breadth, it provides a solid introduction for newcomers, but also offers enough depth for ESG experts.” Nicole Diaz, Global Head of Integrity & Compliance Legal, Snap Inc.
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“This course offers an accelerated way to learn about the most important business trends of our lifetime. ESG will be central to our future, and this course is a great way to learn about key concepts from some of the most influential thought leaders in the space.” Lex Suvanto, Global Managing Director, Financial Communications & Capital Markets, Edelman
Sustainable Capitalism and ESG is a self-paced online certificate program divided into ten modules:
See The Course Roadmap below for a detailed overview of each module including our faculty & ESG Experts!
Course Details
- When & Where: This online course launches on Monday, January 25, 2021, when the first module opens. While we will provide a 10-week recommended schedule and open modules according to that schedule, participants will have access to the course materials through Friday, June 25, 2021, and will have until then to complete the content. For those seeking the certificate, the course offers roughly 40 hours of mandatory content.
- Who Should Participate: This course approaches ESG from a cross-functional perspective and explores both legal and business risks and opportunities. It is designed for C-suite executives and other professionals from different disciplines including law, investor relations (IR), public affairs and policy, media, and communications.
- Certificate Requirements: Participants who complete all ten modules and seven reflections will earn a Certificate in Sustainable Capitalism and ESG from Berkeley Law Executive Education.
- MCLE Credit: This program has been authorized by the California State Bar to offer up to 16 credit hours of MCLE. Attorneys from other states will need to contact their local bar to verify their own certification requirements.
- Tuition (per person):
- $1250 – General Participants
- $1000 – UC Berkeley Alumni
- $1000 – UC Berkeley partner organizations
- $1000 – Organizations enrolling 3 or more participants
- Questions: Please email esg@law.berkeley.edu
- Accessibility: For disability accommodation requests and information, please contact Danielle Santos at dsantos@law.berkeley.edu. Please attempt to make your service request with as much advance notice as possible.
FACULTY, EXPERTS, AND COURSE ROADMAP
This course is designed and taught by Amelia Miazad, who founded and leads the Business in Society Institute at Berkeley Law. The Institute explores how ESG and sustainable capitalism are being operationalized in companies and markets today.
Professor Miazad teaches courses at the intersection of sustainability, corporate governance, and compliance. Her recent publications explore sustainability and ESG as a process for overseeing risk and a powerful tool for transforming corporate culture.
Professor Miazad’s curriculum and scholarship relies on input from experts who are implementing environmental and social considerations into their business practices. This pedagogical approach, which blends theory and practice, is reflected in the design of this course.
Module 1 – Articulating and Enacting Corporate Purpose
For the past few decades, the belief that a corporation’s purpose was primarily to generate profits for shareholders was rarely questioned. Today, the role that companies ought to serve in society is being vigorously debated by regulators, investors, corporate executives, employees, academics, and the general public. We are beginning with corporate purpose because the outcome of this debate will dictate the future of capitalism.
In this module we will address and debate the following questions:
- Why is the articulation of corporate purpose so important?
- What impact does purpose have on corporate governance and the inner working of companies?
- How have legal norms, business norms, and culture shaped our understanding of corporate purpose throughout history, and how are those norms shifting today?
- What are the differences between shareholder primacy and short-term profit maximization, and have those two things been conflated?
- Why are investors, CEOs, and regulators currently advocating for “stakeholder governance” and what are the benefits and risks of making companies accountable to “all stakeholders”? Is stakeholder governance even possible, particularly in bear markets where companies must make tradeoffs between stakeholders to survive?
- How can companies effectively communicate their corporate purpose to shareholders and other stakeholders? Are statements of purpose sufficient, or do companies need to demonstrate that they are enacting their purpose? What corporate governance reforms would communicate a commitment to purpose?
The ESG Beat
Robert Eccles
Visiting Professor of Management Practice, Saïd Business School, University of Oxford
On his recent article in the Harvard Business Review, "Three Ways to Put Your Purpose Into Action" (co-authored with Leo Strine & Tim Youmans)
Keir Gumbs
Associate General Counsel, Uber
On the challenges of redefining corporate purpose, transforming corporate culture, and communicating this evolution to investors
Alex Heath
Executive Vice President, Social Purpose, Edelman
On how companies define and operationalize their social purpose
Lori Heinel
Executive Vice President & Deputy Global Chief Investment Officer, State Street Global Advisors
On why investors are engaging with companies on corporate purpose & culture
Steven Davidoff Solomon
Professor of Law, Berkeley Law and Faculty Director, Berkeley Center for Law and Business
On his recent paper, "Should Corporations Have a Purpose?" (co-authored with Jill Fish)
Gillian Tett
Chair of Editorial Board & Editor-at- Large, Financial Times, US
On how companies are defining corporate purpose amidst a pandemic
Module 2 – Redefining the roles of government and business to address social and environmental challenges
Traditionally companies focused on generating profits and governments addressed harms to society or the environment through regulation. Today, investors, employees, consumers, and NGOs are calling on corporations to address social and environmental challenges, from inequality to climate change. Many companies are embracing this new narrative, and even aligning their brands and business strategies with social and environmental priorities. This recent blurring of the distinction between government and business raises new legal, ethical, and practical challenges.
In this module we will discuss and debate the following questions:
- How should companies respond to the growing body of data showing that employees, consumers, and investors are expecting companies to address social and environmental issues?
- What are the advantages and harms of this broader articulation of the role of companies?
- Is “brand activism” fundamentally at odds with social and environmental justice given its profit motive, or do we want an alignment between profit and social values? What challenges does this raise given the fact that companies are not democratic institutions?
- How has brand activism played out in the Black Lives Matter movement? How is the response from consumers and employees different from other movements including the #MeToo movement?
- How can companies draw the line between social and environmental issues that they are willing to engage on and those that are best addressed through regulation? What if regulation is not possible due to political deadlock?
- What if stakeholders are asking companies to engage on issues that have no nexus to the company’s business purpose or strategy?
The ESG Beat
Kent Greenfield
Professor of Law, Boston College Law School
On the seminal Supreme Court cases expanding corporate personhood and his book, "Corporations are People Too (And They Should Act Like It)"
Seth Jaffe
Executive Vice President & General Counsel, Levi Strauss & Co.
On engaging on social issues including gun violence prevention
Melissa Murray
Professor of Law, NYU
On her paper, "Consequential Sex" which explores how private actors across the ideological spectrum have sought to fill the regulatory void caused by the state's failure to regulate sexuality.
Chris Pinney
Founding President, High Meadows Institute
On how soft law and business norms can help strengthen the social contract between business and society.
Amy Weaver
President, Legal & Corporate Affairs, General Counsel and Secretary, Salesforce
On engaging on social issues including LGBTQ rights and income inequality
Module 3 – Debating the board’s fiduciary duties under the traditional and new corporate forms
Many states have adopted legislation for new corporate forms which explicitly requires boards to take stakeholders into account. Some caution that these new forms are not necessary because the fiduciary duties of directors under Delaware law already permit or even require boards to take the interests of stakeholders into account. Others, including prominent Delaware justices, argue that while the long-term interests of shareholders and stakeholders often converge in the long-term, it is important to be “clear-eyed” about the limits of traditional corporate forms.
In this module we will address and debate the following questions:
- Under Delaware corporate law, are directors permitted or even required to consider stakeholders beyond shareholders?
- The Covid-19 pandemic has forced some companies to navigate trade-offs between different stakeholders for the first time. How has this pandemic revealed the limits of the business judgement rule?
- What are the key differences between the most common types of benefit corporations including the Delaware Public Benefit Corporation, the California Benefit Corporation, and the California Flexible Purpose Corporation?
- Are the new corporate forms necessary, or even counter-productive, given the evolving interpretations of the board’s fiduciary duties to consider stakeholder interests?
- Should corporate governance be legislated at the national level to address the externalities of companies on our society and the planet?
- What are the limitations of regulation and should the investor and business community articulate new business norms to provide guardrails on corporate conduct?
The ESG Beat
Rick Alexander
Founder, The Shareholder Commons, Author of The Benefit Corporation Law & Governance
On the Delaware Public Benefit Corporation and the impact of the new corporate forms impact on a board's fiduciary duties to consider the company's externalities
Suz Mac Cormac
Partner, Morrison & Foerster LLP
On drafting and passing the first new corporate form in California and the future of new corporate forms
Elizabeth Pollman
Professor of Law, University of Pennsylvania
On her recent paper, "The Corporate Governance Machine" (co-authored with Dorothy Lund)
Bill Savitt
Partner, Wachtell, Lipton, Rosen & Katz
On recent Delaware cases interpreting the fiduciary duties of directors under the Caremark doctrine
Leo Strine
Of Counsel, Wachtell, Lipton, Rosen & Katz. Former Chief Justice of the Delaware Supreme Court
On the limits of Delaware law to account for stakeholders and corporate governance reforms that offer more promise
Module 4 – Communicating with investors on environmental and social risks and priorities
While in the past the communication between shareholders and the companies they invested in took place during quarterly earnings calls and annual proxy fights, today, investors are engaging with companies year-round. This engagement enables the investors’ to exert soft power to persuade companies to change voluntarily. When that soft power fails, investors are ratcheting up the pressure by filing shareholder proposals and voting against individual directors. While engagement is increasing, how it works in practice remains opaque since, unlike proxy wars or disclosure, it occurs behind closed doors.
In this module we will address and debate the following questions:
- Why are investors increasingly focused on ESG and what do they expect from companies?
- How do investor’s own fiduciary duties square with engaging on environmental and social issues?
- What are the limits to investors’ focus on ESG? Can they really separate between values-based positions that are not aligned with value-creation?
- How has the concentration of capital in fewer large asset owners and managers impacted investor focus on ESG?
- How do investors communicate their ESG priorities with companies, and how can companies effectively respond?
- What are the mechanics of the engagement process from the perspective of investors and corporate executives?
The ESG Beat
Krystal Berrini
Partner, PJT Camberview
On how boards and corporate executives can effectively communicate with investors on environmental and social risks
Michelle Edkins
Managing Director, Global Head, BlackRock’s Investment Stewardship Team
On what investors view as effective communication by companies on environmental and social risks
John Goldstein
Head of the Sustainable Finance Group, Goldman Sachs
On leading the sustainable investment strategy and Goldman Sachs which prioritizes inclusive growth and climate transition
Vanessa Havard-Williams
Partner, Linklaters LLP
On the fiduciary duties of investors to incorporate ESG into their decisions
Courteney Keatinge
Director, Glass Lewis, ESG Research
On the role of proxy advisors in considering E&S issues into their voting recommendations
Brian Tomlinson
Director of Research, CECP’s CEO Investor Forum
On embedding ESG in earnings call discussions
Tim Youmans
Lead - North America | Hermes EOS. Formerly Research Director for the Strategic Investor Initiative, CECP.
On the mechanics of investor stewardship and the increasing salience of ESG in the engagement process
Josh Zinner
CEO, Interfaith Center for Corporate Responsibility
On shareholder proposals on environmental and social issues
Module 5 – Leveraging ESG as a process for risk oversight and business advantage
ESG is not a discrete set of issue areas, but a robust and cross-functional process that allows companies to seek continual input from internal and external stakeholders. This communication enables companies to mitigate risk and seize business opportunities. In light of the growing number of existing and emerging crises, investors are increasingly turning to a robust ESG function as a proxy for sound risk oversight.
In this module we will address and debate the following questions:
- What are the different steps of the ESG process?
- How does each step operate in practice to elicit information from key stakeholders in order to flag emerging and unknown risks and identify new business opportunities?
- What are leading practices for eliciting stakeholder input from regulators, employees, suppliers, and the general public?
- How does ESG interact with traditional enterprise risk management including compliance?
- How have companies leveraged their ESG process, and in particular communication with stakeholders, to be more resilient to the Covid-19 crisis?
The ESG Beat
Allison Bennington
Partner, PJT Partners Global Head of ESG Advisory Practice; Head of Activist Defense and Preparedness
On how boards can effectively leverage ESG.
Rob Chesnut
Chief Ethics Officer, Airbnb & Author of Intentional Integrity
On the importance of a culture of integrity in mitigating risk
Heidi Dubois
ESG Consultant & Strategist
On embedding ESG into business strategy
Stavros Gadinis
Professor of Law, Berkeley Law
On his recent paper "Corporate Law and Social Risk" (with Amelia Miazad)
Silvia M. Garrigó
Global Vice President of Corporate Responsibility & Social Investment, Millicom (Tigo)
On integrating ESG into enterprise risk management
Irene Liu
General Counsel, Checkr
On proactive engagement with regulators
Veronica Root Martinez
Professor of Law, Notre Dame Law School
On her recent paper "Complex Compliance Investigations"
Module 6 – Measuring and disclosing environmental and social risks and priorities
The lack of standardized metrics to hold companies accountable to their environmental and social commitments has impeded the ESG movement. To the frustration of investors and corporate executives, there are numerous standard setters, rating agencies, and data providers. After several years of investor demand, the SEC is considering some level of required disclosure, particularly in human capital management, which SEC Chairman Jay Clayton recently referred to as “mission critical”.
In this module we will address and debate the following questions:
- What are the key ESG standard-setters, and which standards should companies report to?
- What are the differences between standards, frameworks, rating agencies, and data providers? And how can companies leverage each to communicate their ESG priorities to investors and stakeholders?
- What is the current state of play with respect to mandatory reporting of human capital management and climate risk?
- What are the investors’ expectations for disclosure of ESG, and how do those differ from the expectations of other stakeholders?
- Given limited resources, what types of disclosure should companies prioritize?
- What are specific examples of companies that are effectively communicating their ESG risks and priorities with investors and stakeholders?
The ESG Beat
Jeff Hales
Professor of Accounting, University of Texas at Austin & Chair, SASB - Sustainability Accounting Standards Board
On using SASB's industry-specific sustainability standards to communicate with investors
Jim Hawley
Head Applied Research, TruValue Labs and Professor of Economics and Business, Saint Mary's College of California
On using "big data" to uncover whether companies are authentic in their commitment to ESG
Anne Sheehan
Chair, Securities and Exchange Commission's Investor Advisory Committee
Director, LBrands
On the SEC's growing focus on mandatory disclosure of environmental and social risks
Anne Tucker
Faculty Director, Legal Analytics & Innovation Initiative, Georgia State University College of Law
On her paper "Buyer Beware: Variation and Opacity in ESG Index Funds" (with Dana Brackman Reiser)
Module 7 – Building resilience against environmental risks and protecting the planet
The largest investors and asset managers in the world are sounding the alarm bells–climate change is now an investment risk. Consumers and employees are also demanding that companies manage their impacts on the environment. As the pressure for companies to react with specific actions is mounting, they are responding in a variety of novel ways. These strategies include reformulating business practices and products, recruiting climate competent directors and tying executive compensation to climate change goals.
In this module we will address the following questions:
- Have consumer expectations changed with respect to a company’s environmental practices, and does this represent any tangible business risk to companies? Are consumers actually changing their buying behavior?
- How have employees’ expectations changed and are companies risking losing talent? Is this less of a concern in today’s market, with high unemployment numbers?
- How are investors leveraging their influence over companies who are failing to oversee climate risk?
- What is the basis for the increased number of shareholder proposals on climate risk, and have those been successful?
- Is there more legal risk to corporate executives and directors for failing to oversee or disclose the risk of climate change? What actions are companies taking to address environmental risks and which ones are addressing stakeholder concerns?
- What is the role of the board in overseeing climate change risk?
The ESG Beat
Hilary Dessouky
General Counsel, Patagonia
On embedding Patagonia's mission to save our home planet into the legal function
Veena Ramani
Senior Program Director, Capital Market Systems, CERES
On effective board oversight of environmental risks
Anne Simpson
Director, Board Governance & Strategy - Executive Office, CalPERS
On the increasing focus by pension funds on ESG issues
Cynthia Williams
Professor of Law, Osgoode Hall Law School
On the fiduciary duties of directors and trustees to consider climate change risks and opportunities in their oversight, strategies, and investments
Module 8 – Building resilience against human capital risks and supporting the workforce
Today, intangible assets which include a company’s workforce accounts for the overwhelming majority of its value. Despite this, the Covid-19 pandemic revealed just how vulnerable many workers today are. Amidst the pandemic, The Black Lives Matter movement has further exposed the racial and economic injustice that permeates throughout our institutions, including corporations. As a result, investors are engaging more than ever on how companies are treating their workforce and overseeing corporate culture, from diversity practices to paid sick leave.
In this module, we will address and debate the following questions:
- Should there be employee representation on the board? If not, what are some corporate governance structures that would allow for employees to have more influence?
- What is the board’s role in ensuring that corporate executives are fostering a strong corporate culture and meeting the needs of employees, contractors, and workers?
- How can companies ensure that they are sufficiently communicating with their workforce?
- What is the relationship between executive compensation and the rights of workers
- Given the loss in revenues, how can companies balance the need for business continuity with retaining their employees?
- What are best practices of companies who are demonstrating their commitment to their workforce?
The ESG Beat
Afra Afsharipour
Professor of Law at University of California, Davis School of Law
On her recent paper "Bias, Identity, and M&A"
Lloyd Carney
Independent Director, Visa Inc. and Chairman & CEO, Carney Global Ventures, LLC
On the value of diversity to effective board oversight
Dorothy Lund
Assistant Professor of Law, USC Gould School of Law
On her paper "Sexual Harassment and Corporate Law" (with Daniel Hemel)
Leo Strine
Of Counsel, Wachtell, Lipton, Rosen & Katz, Former Chief Justice of the Delaware Supreme Court
On novel corporate governance reforms to address the rights of workers and income inequality
Module 9 – Building resilience against supply chain risks and collaborating with suppliers
Despite the sustained progress on supply chain management, many companies have multi-tiered supply chains that remain opaque. As a result, forced labor and child labor remains common in supply chains throughout sectors. A number of jurisdictions around the world have passed legislation to increase legal liability for companies who fail to oversee their supply chains. As these abuses are becoming more transparent through social media, companies are also facing mounting reputational risks. And these practices run afoul of the commitments that companies themselves have made to abide by human rights standards and norms. More recently, Covid-19 has heightened investor focus on supply chain management because weak supply chain oversight is disrupting business continuity.
In this module we will discuss and debate the following questions:
- What are the increased legal and regulatory risks of failing to oversee supply chain risks, and how is that risk intensifying due to the Covid-19 pandemic?
- What are specific examples of companies that invested in mapping their supply chains and communicating with their suppliers before the pandemic and how is that helping them navigate business disruption?
- How are investors engaging with companies on their supply chain vulnerabilities, and what do investors expect companies to do?
- What are the emerging technologies and approaches to address supply chain risks, and do these pose other risks such as data privacy?
- What are examples of companies that are effectively overseeing their supply chains?
The ESG Beat
Jaren Dunning
Human Rights Director, PepsiCo
On the challenges of managing highly complex supply chains in a pandemic
Kilian Moote
Director, Forced Labor & Human Trafficking, Humanity United
On innovative practices to address forced labor in complex supply chains
Faris Natour
Director & Lecturer, Human Rights & Business Initiative for the Center for Responsible Business, Haas School of Business - University of California, Berkeley
On engaging with technology companies on human rights risks
Chloe Poynton
Co-Founder & Principal at Article One Advisors
On engaging with technology companies on human rights risks
Sandy Tesch Wilkins
Director, Forced Labor & Human Trafficking, Humanity United
On innovative practices to address forced labor in complex supply chains
Module 10 – Building resilience against data privacy risks and collaborating with NGOs and regulators
In the US, privacy is governed by a patchwork of federal and state law laws. These laws leave many gaps, requiring companies to navigate the shifting boundaries of law, ethics, and consumer and employee expectations on how data is collected and used. The Covid-19 pandemic is raising even more complexities for data protection.
In this module we will discuss and debate the following questions:
- What makes data privacy particularly difficult to regulate?
- How does the Covid-19 pandemic heighten the focus on right to information?
- What is the role of technology and AI in exacerbating gender and racial discrimination and how can we advocate for algorithmic transparency?
- How does the increased use of remote working technologies impact a company’s responsibility to protect data?
- What are the right lines to draw between protecting employee health and well being and protecting employee privacy?
- How will digital contact tracing in response to Covid-19 impact privacy?
The ESG Beat
Chris Hoofnagle
Adjunct Professor of Law, Berkeley Law & UC Berkeley School of Information
Co-Director, Berkeley Center for Law & Technology
On the challenges of regulating privacy and the increasing data privacy issues facing consumers today
Sonia Katyal
Professor of Law, Berkeley Law and Co-Director, Berkeley Center for Law & Technology
On her paper "Private Accountability in the Age of Artificial Intelligence"