Mr. R. Todd Johnson

Jones Day partner R. Todd Johnson thinks it's reasonable, too.Current law in California has caused him to advise at least one client to incorporate in another state.

Johnson is the partner-in-charge of Jones Day's Silicon Valley office, and focuses his practice on renewable energy companies as well as companies seeking to have an impact on sustainable growth and energy efficiency.

One such client, a founder of a small San Francisco Bay Area startup, who asked to remain anonymous because the company is still in research and development mode, said it took him by surprise that he could not set up an organization in California that states in its mission its intent to consider interests of stakeholders other than its shareholders."Everyone in Silicon Valley goes straight to Delaware, the most shareholder-friendly state in the country, but the most hostile to stakeholders," he said.

He said that he wanted to create a corporation with a "very clear double bottom line," one that included both a social and a financial mission.

He said that many lawyers representing venture capitalists have balked at the idea that a for-profit corporation add the interests of other stakeholders."The first rule of investment is that you have got to focus on the investor returns, and that's fine -- venture investors are putting a lot of money on very high-risk investments," the founder said.But, he added, "We don't want to be this big faceless Delaware company that only responds to shareholders."

Johnson, who recommended that the client incorporate in New York, has reviewed which states' corporate laws have adopted particularly inclusive constituency provisions.

Many states enacted constituency statutes in the 1980s, Johnson said, at the height of the hostile takeover fever, which saw companies shutting down lower-profit branches and factories and moving labor abroad.Legislatures reacted to the loss of jobs and a tax base by giving directors the explicit right to consider interests other than shareholders.

For companies "not satisfied just doing it part way," Johnson said, he now recommends states like New York, Ohio or Pennsylvania, where there are well-developed corporate laws and sophisticated courts."They're not scary jurisdictions."

Green matters are of concern to big corporations, too, Johnson noted.

Target Corp., for example, publicizes that it gives 5 percent of its income to community programs.Wal-Mart Stores Inc. is pushing its broad "Sustainability 360" initiative, through which it has pledged to reduce packaging throughout its supply chain, and meet other goals.

Johnson said he's cautiously optimistic that AB 2944 will pass.

After a few questions about Africa and dialogue with Pura Vida Partners chairman Todd Johnson, who has taken numerous trips to Ethiopia, Marta settled into the familiar cadence of her words, "children walk for miles to come to our school and they do not have shoes.
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R. Todd Johnson, Chairman, Pura Vida PartnersTodd Johnson practices in the area of corporate finance, corporate counseling, and mergers and acquisitions and founded Jones Day's Northern California practice in 2000 by opening its office in Silicon Valley, where he served as Partner-in-Charge until January 1, 2004.Todd now heads the firm's corporate practice in Northern California.

During his 18 years at Jones Day, Todd has represented public and private corporations in a variety of major negotiated transactions (including mergers and acquisitions, private and public offerings of debt and equity securities, and special structured financing transactions designed to leverage intangible assets that are most often transnational and are sometime structure to gain additional tax or accounting benefits), venture capital funds and private companies in venture capital investments, and directors or special committees of large public companies.

Todd has made several trips to Africa and has a deep passion for the poor that are fighting for survival there.He lives with his wife and two daughters in Menlo Park, California.

Pura Vida Partners' Chairman Todd Johnson was recently quoted in the NY Times, saying that "There's a big movement out there that is not yet recognized as a movement."
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"Young M.B.A. students are not satisfied with going to work for a normal corporation because they are passionate to do good in the world and do it in business," Mr. Johnson said."People of faith want exactly the same thing, and there is a whole generation of people who've become extraordinarily wealthy as a result of the technological revolution and are now asking themselves if they can create change in the world."

The answer, of course, is yes, and Mr. Johnson has set a high standard and fast pace for those of us who hope to Create GoodÔ while selling Fair Trade coffee in the fiercely competitive college market niche that is Pura Vida's target market.
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Note: Mr. Johnson's, comments were made in the May 6, 2007 NYT article, "Make Money, Save the World," pg.8 Business Section

"The addition of Greg Lanier to our team at Jones Day is extraordinary news for our Northern California operations and, more importantly, for our clients who will benefit from his experience," said Todd Johnson, partner-in-charge of the Menlo Park office of Jones Day.
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R. Todd JohnsonTel: 650.739.3939Fax: 650.739.3900

> rtjohnson@jonesday.com

"The addition of Greg Lanier to our team at Jones Day is extraordinary news for our Northern California operations and, more importantly, for our clients who will benefit from his experience," said Todd Johnson, partner-in-charge of the Menlo Park office of Jones Day.
...
R. Todd JohnsonTel: 650.739.3939Fax: 650.739.3900

> rtjohnson@jonesday.com

R. Todd Johnson, the managing partner of Jones Day's Silicon Valley office, said he's close to bringing on board several more lateral partners in the coming weeks.

"It's a great time to be building," Johnson said.

Johnson hasn't been shy using the region's economic downturn as an opportunity for a newcomer like Jones Day to attract longtime technology lawyers.

Ford's arrival brings to 17 the number of lawyers in Jones Day's Silicon Valley office, which Johnson opened with just one associate in October 2000.Jones Day relocated some partners from other offices, and Johnson has been aggressive about hiring from the Bay Area partner market.

Johnson's hires in the past six months include James Brelsford, who had managed Perkins Coie's Bay Area offices before taking a business development job with the now-defunct At Home Corp., and Daniel Mitz, a former Wilson Sonsini Goodrich & Rosati partner who had gone to work for Sun Microsystems Inc.
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Johnson hinted he may tap his new hires for their management experience in expanding the firm's presence in the West.

"A Silicon Valley office may not be the end of the story for Jones Day," Johnson said.The firm already has a Los Angeles office, but Johnson said he is considering offices in San Francisco and Seattle.

Jones Day was one of the last of the top 10 law firms to open up in Silicon Valley, drawn here in part by a key client, the venerable venture capital firm of Sequoia Capital.The firm was ranked the nation's third-largest law firm in 2000 by The American Lawyer magazine, a Recorder affiliate.

Chair: R. Todd Johnson, Partner, Jones Day