Official Climate Week NYC events calendar

Fiduciary Duty Has a Conscience: Building Climate and Social Justice into Fund Governance

Osahon Okundaye
Emad Ansari
Julianne Zimmerman
Event by: Okundaye Legal
Event format
In-person
Event duration
1 hour
Language
English
Fund managers who want to weigh climate risk are increasingly told they can't. The argument shows up in state AG letters, in shareholder litigation, and in how conservative asset managers justify pulling back from climate commitments: fiduciary duty requires shareholder wealth maximization, full stop, and anything else is a breach. That argument rests on a version of fiduciary duty that is roughly a century old. The doctrine itself goes back further, to medieval England, where the Chancellor's court placed a duty on custodians to manage another's property in that owner's interest, not their own. It carries forward through Roman law's invention of the corporation itself, built not as a commercial vehicle but as a way to extend rights to people the law had no other way to recognize. Shareholder-only fiduciary duty is not the deep tradition. It's a deviation from it. This session makes that argument concrete. We'll walk through the Mission Governance Agreement, a contract-level governance instrument that makes climate and social justice consideration a structural part of the duty of care, protected by the business judgment rule because the obligation runs to process, not outcome. Attendees will see how the document is built, article by article: how mission consideration gets defined, how good-faith process gets documented, and how that documentation becomes the shield against liability. We'll also walk through the real decisions any fund faces in adopting something like this: governing law, reporting cadence, and dispute resolution among them. This is not a talk about ESG in the abstract. It's a working session on a specific legal instrument, for people who need an answer to "isn't this a breach of duty" that holds up in front of their own counsel. Who Should Attend: Emerging impact-focused fund managers, CDFI loan fund staff and counsel, general counsel at mission-driven asset managers, and anyone advising a fund on how to document climate or social justice consideration without exposure. Speakers: Osahon Okundaye is the founder of Okundaye Legal PLLC and the drafter of the Mission Governance Agreement, a legal framework designed to make mission commitments concrete, enforceable, and durable. In this session, Osahon will take participants inside the agreement itself, examining the definitions, process standards, breach provisions, and remedies, as well as the failure modes the document was designed to prevent. Emad Ansari advises founders and fund managers navigating the intersection of mission, capital, and commercial growth. Bringing the deal perspective to the conversation, Emad of Ansari Legal will examine how mission commitments are evaluated by investors, where they can create friction in a financing or exit, and how governing documents can preserve meaningful accountability while giving businesses the flexibility they need to grow. Julianne Zimmerman is a social-impact investor, systems-change practitioner, and longtime advocate for using capital and technology to advance a more equitable economy. She currently serves on the Trust Stewardship Committee of Ona Perpetual Purpose Trust and previously served as Co-CEO of Adasina Social Capital and Managing Director of Reinventure Capital. Drawing on more than 30 years across investing, entrepreneurship, technology, and social justice, Julianne brings a practical perspective on what it takes to align capital, governance, and long-term purpose, and to make those commitments durable in practice.