An interview with Warren Ragoonanan, the incoming chair of the CBA’s national international law section, about the evolving legal landscape in environmental, social and corporate governance.
Bonus episode presented by CBA National, After the pandemic: How lawyers can make ESG a reality. Ep 12
In this month’s episode, Yves Faguy speaks with Warren Ragoonanan, one of the founding partners of WRD LLP in Toronto, a law firm that serves businesses and entrepreneurs who want to solve social and environmental challenges. They discuss a range of topics from the evolution of ESG and defining a corporation’s purpose to one of the biggest myths surrounding shareholder primacy.
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Yves Faguy: You are listening to the Canadian Bar Association National Magazine. Hi, I'm your host, Yves Faguy. I'm the editor-in-chief of CBA National Magazine. Welcome to After the Pandemic, where we discuss emerging issues in law in a world transformed.
Issues arising from environmental, social and corporate governance, ESG, have been increasingly on the minds of corporate leaders over the last few years. When once corporate boards tended to focus more squarely on delivering shareholder returns, we're now seeing ESG more clearly identified as a priority by institutional investors on a global scale.
The ideas that underpin ESG are not new, but a lot has changed and in particular in 2018, when global investment management corporation BlackRock took a stand on sustainable investing, this is when BlackRock CEO Larry Fink published an annual letter in January 2018 urging the private sector to make societal impact a goal in addition to maximizing shareholder value.
And that's the thing; investors of all stripes aren't just signaling their virtue, they're also chasing the bottom line. The pandemic too has had many advocates saying that strong ESG practices have made companies more resilient in a very difficult environment.
And now we're beginning to see ESG issues give rise to increased litigation from shareholder lawsuits accusing boards of not living up to their various disclosures, whether it relates to their diversity commitments or their sourcing and supply chain risks, implicating human rights and child labor issues, for example. Not to mention companies and their impacts on the climate.
As such, the sustainable priorities are now increasingly finding their way into law. Now to help us unpack the trends and help us understand how much of an impact ESG really is having on the business and legal world, we have Warren Ragoonanan who is with us today. He's one of the founding partners of WRD LLP in Toronto, a fully virtual firm which bills itself as a values-based law firm serving enterprises and entrepreneurs invested in using the power of business to solve social and environmental challenges.
Warren is a corporate lawyer whose practice is transaction-driven, and he's also the incoming chair of the CBA's International Law Section. Welcome, Warren, and thanks for joining us today.
Warren Ragoonanan: Thanks Yves
Yves Faguy: So how about you start by telling us a little bit about yourself and what you do, how you got where you are and what got you thinking about ESG through the lens of the law.
Warren Ragoonanan: Happy to start there. Talking about me is hard because I usually don't spend a lot of time thinking about me. So I actually started to get interested in these issues from law school, and I was a bit of a lone voice at that point. I had watch the documentary The Corporation from 2003. It really started to get me thinking about what was wrong with our system that would give rise to this kind of corporate behaviour.
Because I got the feeling as I was studying the law and learning more about this that sure, you had individuals who might be bad actors. But even the people who were acting in good faith and wanted to do something different seemed to be caught in a system that seemed exploitative in nature. It seemed like yes, profit was important and efficiency was important, that it seemed that it was also having a difficult impact on people, on social systems, and on the planet.
And I started to wonder, "Why is capitalism working this way?" Especially if capitalism was determined to be the only economic system that worked, because that's what the 20th Century sort of posits, right, that Communism is not an option because it's just not possible. Then why is capitalism so broken?
Yves Faguy: And just to interrupt you, The Corporation was this Canadian documentary, right, that examined corporate business practices? And if I recall correctly it was sort of done, the examination of this was by putting the corporation literally on the psychiatrist's couch, right?
Warren Ragoonanan: Yeah.
Yves Faguy: And it was diagnosed as a psychopath?
Warren Ragoonanan: Exactly.
Yves Faguy: OK.
Warren Ragoonanan: Exactly, it was diagnosed with psychopathic tendencies. And they just made a sequel. So the similar group that made the one in 2003, they called it The New Corporation, The Unfortunately Unnecessary Sequel. So they took a look at the developments in this area since 2003 and that took them into an exploration of corporate social responsibility, CSR. Which is one of the many names that is given to this area in addition to ESG and social impact.
And the interesting part is is that apparently the American Psychiatric Association has added one more line to the checklist for psychopathy, which is the ability to use charm and the ability to be able to spin your activities as one of virtue. And it started looking at the CSR movement through that lens, right, with corporations essentially reacting to the first documentary saying, "Well, you know, we don't like being called psychopaths so we'd better do something about this."
And the push of the sequel is, "Well, what we're going to do is we're going to take this CSR term and we're going to spin what we're doing as being virtuous and decent and that the corporation is – we can be forces for good." And so I thought that was really interesting because that gets to this question of whether or not CSR or ESG is a real thing.
And as lawyers, I think that where we come in because I feel like we can – if they don't mean it, which I think there's a good chance that they don't really mean it, right – then we as lawyers can say to them, "Alright, well let's test how seriously you take this." You're going to be legally accountable for your CSR or your ESG initiatives. If you say you're going to do these things and don't do them, you can end up in court. You can end up being sued. It can cost you real money. If it's criminal, in some instances you can end up in jail. Let's see how seriously you're willing to be.
Yves Faguy: Is that part of the issue? Is it actually that – is making the commitment to respect ESG or CSR standards, is that what gets companies' businesses in trouble when they don't meet the standards? Or is it beyond that?
Warren Ragoonanan: Well we need step back and ask ourselves, "Do companies really get in trouble," right? Because you mentioned in the intro that these cases have popped up recently. And it's true, but I would add to that that these cases have actually been happening for several decades in one way, shape or form or another. I actually wrote a piece for the city's Canadian International Lawyer a few years ago with a case called Yaiguaje vs Chevron, which involved terrible environmental destruction of the Texaco Oil Company of the Yucatan Peninsula and some horrible destruction of the Amazon rainforest and trampling on Indigenous rights from the 1970s.
And Chevron ended up acquiring Texaco and Chevron found itself on the bad end of a lawsuit for this brought by the people in the villages that were affected, and that lawsuit has been ongoing for a long time. It's a bit of a sordid tale and a lot's been written on it but it's a great example of how these cases tend to play out. Where you have some of these cases brought, a few, once every couple of decades – and I even remember dealing with this back in the '90s when I was an undergrad, looking at Shell's activities in Nigeria, right?
So I mean we've had at least 40 years, right? And sometimes companies get away with it and sometimes they don't. Sometimes they lose, sometimes they pay a big reputational cost. And so sitting here today in 2021, if you're looking at a company and you're wondering what the legal risk is, it's really hard to say, right? It's kind of like you're in a lot of trouble if you get caught but it's really hard to catch you. And even if they do there's not a lot they can do about it.
And so the question does become look, I'm not sure it makes any sense to try to convince companies that sustainability and CSR is the right way to go. Because I think it makes more sense to sort of build the CSR movement that's started, and regardless of whether or not they're embracing CSR in good faith, what you do is you say, "OK, we'll take you at your word. If you truly believe in this let's put this into your legal documents." So to build these principles into the very DNA of the corporations that we're incorporating as lawyers and force you to work under these constrictions, and see how seriously you're willing to take them.
Yves Faguy: Is this the type of advice you're giving to your clients in your transactional business?
Warren Ragoonanan: Yeah, that's a lot of what we do. OK, just keep it in mind we're dealing with people who we don't have to convince. We're dealing with people who already strongly believe in this and are beyond this question of whether or not this makes sense to do, and are interested in how do you do this.
Yves Faguy: And good answer. Are they growing companies? Are they start-ups? Are they mid-size? What kind of profile do they have?
Warren Ragoonanan: They're mainly start-ups and growing companies. And that's kind of our purpose. Because I have a hypothesis, and the hypothesis is that the large companies like the Amazons and the Googles and Facebooks of the world, they're not going to really be able to make this change. They're too large and it's very much like trying to steer an oil tanker and have it turn 180 degrees, right? It's going to be very slow and very difficult. And I'm not necessarily sure it will even be successful.
Whereas if you look at the small companies, if you build these principles into the very basic documents and principles from the very beginning, and if you have them build a corporate culture around a total bottom-line approach, people plan a profit approach that then will attract the people who will take this seriously. And then we'll indeed then try to further these initiatives, both within and outside the company.
And then we as the lawyers can come in and start giving them the support and the infrastructure and policies and the punch-backs that they need to fulfill that goal. And the hope is that if we get enough companies that are doing that and dealing with each other, we're able to build a sustainability ecosystem. Then we can then self-use the principles of capitalism to expand and grow until we have almost a parallel capitalist system that operates alongside the capitalist system that we all know, and we can see whether or not this stuff actually works.
Yves Faguy: And it's funny because I think of Google that for a long time promoted this notion that its unofficial motto had been, "Don't be evil," and they actually removed it from their code of conduct I think a few years ago?
Warren Ragoonanan: Yeah, they did.
Yves Faguy: I mean do growing companies outgrow their more altruistic purposes?
Warren Ragoonanan: Well that's the million-dollar question, isn't it? Because OK, if that's not true, if it's possible to be able to maintain the sort of sustainability frame work throughout your company's lifecycle, the it's simple a matter of looking at each company individually and seeing what they can do within their organization to change.
I suspect though that it's something more than that, mainly because I have no doubt that you have some of the largest corporations in the world with CEOs and corporate leaders who genuinely want to do better, but can't due to how the system seems to work, how capitalism seems to operate. And that becomes a much more interesting question, and I think a much more important question. Because then we need to ask ourselves, "Well what is it about capitalism that promotes these horrible tendencies and what can we do about it?"
As lawyers we have an important role because at the end of the day capitalism is a creation of law, right? The entire free-market system is grounded on the principles that all of us learned in our first year of law school -- Contracts and private property, right? So if we as lawyers can understand the relationship between those legal principles and what's happening – climate change, lack of diversity, all of the human rights violations – then we have a role then to be able to surgically dissect and rework some of those rules to make the system more sustainable.
The problem of course is that no one lawyer, no one human being really understands how the entire global economy works; it's too big and it's moving too quickly and there's too many variables. And there isn't even a computer in existence that could map it out and essentially match all of those variables and then present them to us in a way that we could understand.
Yves Faguy: Well I mean, so that's interesting because it's this whole sort of notion from I guess Milton Friedman that the corporations should just pursue profit and stay focused, and that's what counts. Don't worry about the rest I guess. But a couple of years ago there were debates around trying to redefine the corporations' purpose, and I'm wondering – I understand that you have a certain amount of skepticism about that. But what is the way to hold corporate leaders accountable? Is it law? Is it through the law that we need to do that?
Warren Ragoonanan: That question's a great question because law does serve some role in holding them accountable. And then the statutes already exist to a large degree on that. The problem is is that the statutes span so many different areas, right, that all of us as lawyers don't have a full appreciation. So you do have for example environmental statutes that could hold directors and officers personally liable and accountable, familiar to oversee operations properly and cause hazardous waste to spill over.
There are certainly statutes that make directors and officers personally liable for failing to play, including wages. That's in the CBCAN, the OBC. The Income Tax Act is rife with powers given to Canada Revenue Agency that hold directors and officers personally liable for failure to properly pay taxes.
There's another statute called The Corruption of Foreign Public Officials Act that if you bribe somebody abroad you can be charged criminally in Canada. And so the accountability is there, it's just not all in one place. And that's just the legal accountability, right? Because remember, capitalism operates on the principle of competition, and the accountability of consumers for the products that you make are based on being able to outcompete other industries or other businesses in the same field and make a better product, in addition to the basic legal requirements of the product not being dangerous in meeting certain minimum standards.
And so there's a lot of accountability all over the place. The thing is I don't think we understand it fully. I don't think all of that knowledge is comprehensively together in a way that we can apply to say, "OK, we have this problem of climate change." We have corporations all around the world that are contributing to carbon emissions. We have an oil and gas sector that's doing this. How do we use the existing law to de-carbonize the economy? We don't know how to do that because the law in this area is so vast.
Yves Faguy: And complex.
Warren Ragoonanan: It is.
Yves Faguy: So we talked a little bit about how ESG is the new CSR and that these notions aren't necessarily new. But what is different about ESG today compared to predecessor – or is it just the same thing? Or has the environment changed? What's different today or what's the same?
Warren Ragoonanan: So well let me take it back. When I say this is not new, right, I mean this debate is close to a century old. In fact you might argue that the abolitionist movement from the 19th century was the first attempt – the elimination of slavery was done through advocacy and the desire to change the way business is done, right?
But that might be a bit of a stretch. What we do have though is we have a debate between a couple of law professors – Professor Adolf Berle and Professor E. Merrick Dodd – in the 1930s. Berle was a professor at Columbia Law School; Dodd was a professor at Harvard Law School. And Berle and Dodd have a very famous academic exchange over director liabilities and the proper role of a corporation. Berle originally took the position of shareholder primacy; Dodd took the position that no, you can't be a shareholder primacy. The board has to balance the needs of different stakeholders.
Which is sort of being reflected in the laws and the approaches of today. In fact the Canada Business Corporations Act was recently amended last year in 2019 to essentially codify what was originally Dodd's point of view. Like a Google lawyer is Yves – they debated for a while and they managed to convince each other, and then they switched sides. And then they started to debate each other again on different sides.
And this by the way was all before Milton Friedman and before the idea that the only responsibility of the corporation is profit. So what has happened is that that academic debate has left academia. We actually have people in business and in business schools starting to think about this a little bit more. I would argue – and in fact that is kind of the premise of which our firm exists – is that we're not going far enough. Not because of lack of will but because this is such a hard problem that it's just difficult to figure out what to do.
But what I'm finding today is that there is a very, very large contingent of people who sort of understand these issues and in good faith want to move forward and figure out how to deal with it. Now granted there are also those who are very skeptical. I run into them occasionally and they challenge me to convince them that this is a good thing, and I just don't want to. I think it should be supremely obvious that the way our economic system works is completely unsustainable, the way our impact is on this planet is completely unsustainable. And you can draw a very direct line between capitalism and between climate change and all of the other issues that are impacted by how we do business.
And so I am way past having the debate about shareholder policy versus the stakeholder approach. Onto what do we do about it. And the thing to answer your question that I find is changing, is that there's a lot of people who are right there with me.
Yves Faguy: OK, well that's interesting but there is still the issue of shareholder primacy that's still there. It's not all shareholders who are going to be pushing for different goals beyond profit maximization. And would you say, is shareholder primacy still a problem?
Warren Ragoonanan: Oh yeah, and the best part about shareholder primacy is that there's no law, at least that I'm aware of or that I've seen or that I've come across in my research, that says board of directors thou shalt make sure shareholders prime, right? Thou shalt make maximize returns and make sure that you give shareholders a dividend. In fact most corporate law, if it's not silent is quite frankly explicit about who gets dividends and who doesn't and what discretion directors have to declare them.
So it's funny, there's a professor who has since passed away, her name was Professor Lynn Stout at Cornell Law School. She wrote an entire book on this. It's called The Shareholder Value Myth. I read Professor Stout's book and it was eye-opening for me. It also saved me a lot of time and research because she had done all the research for me. And in essence, what she argued was there's nothing in corporate law that says that you have to give shareholders preferential treatment that you have to maximize returns, right?
But it seems to be the sort of accepted wisdom. It seems to be this very weird interpretive principle that seems to be hanging over business regulators like a ghost that nobody seems to be able to get rid of.
Yves Faguy: Why is that? Why do you think?
Warren Ragoonanan: I think it's a cultural as opposed to a legal phenomena. I think that it's a paradigm, a way of thinking that seems to invite people to conclude that shareholder primacy is somehow obvious without actually questioning whether or not that so-called obviousness of it has any authority behind it. And that is a problem that is squarely a legal problem. That is something that we as lawyers need to be able to strenuously argue. We've got the case law, we've got the principles. We can say, "Look, shareholder primacy isn't a thing and it's killing the planet and it's hurting people."
So let's how about we just stop that. Put that principle to rest, understand that corporations have to balance multiple stakeholders in addition to the shareholders, who are a stakeholder. I'm not standing here telling you that corporations have to behave like charities. Profit is still important. What I am saying though is that there is a triple bottom line, to borrow the approach from a mid-'90s book called Cannibals with Forks which introduced this concept of people, which is social returns planet, which is environmental returns, and profit, which is financial returns.
Three legs of the stool, you can't give preference to one or else the stool falls over. And that's what's been happening.
Yves Faguy: And so just quickly before we start concluding, how would you redefine – so if there's no shareholder primacy, and I understand you're talking about a balanced approach – how would you redefine the shareholders' rights vis-à-vis the corporation then?
Warren Ragoonanan: Well the shareholders' rights don't have to be redefined. They're actually pretty well-defined as it is, right? For 100 years the shareholders are passive investors. Your job as a shareholder is to hand the corporation a bunch of money, and then the directors are supposed to take that money, hire a CEO, give them a budget and then get that CEO to basically develop a product and sell it.
And you as a shareholder have extremely limited rights to micro-manage what the directors do and to micro-manage what the CEO does. You're entitled to vote, you're entitled to show up at a meeting, you're entitled to certain documents, you're entitled to sit at that meeting and have financial statements presented to you. But beyond that there's not a lot that you're supposed to be doing. And you're certainly not entitled to dictate to the board how much money you should be allowed to take out of the corporation.
Because it is a fundamental rule of a board of directors to look at the entire corporate operations as a whole and be able to determine, "OK, we can give the shareholders a dividend because of what has impacted cash-flow. Probably might want to keep other money here because we want to invest here or we want to hire here, or we want to do whatever." And that's kind of – those legal checks and balances, that relationship between the shareholders, the board and the officers, is kind of reflected in capitalism as a whole, right?
Because the whole idea behind a free market is that the government, the government creates a framework around which businesses can operate without hurting people, like consumer protection law and environmental protection law and employment standards and all that stuff. But the government doesn't interfere too much in the day to day of what the boards and the CEOs and the officers are trying to do.
And so shareholders don't have a role in saying anything really to the board members. If they don't like what they see they can always vote out the board and put in different board members, or they can put in themselves, right? But when you're simple sitting down with a shareholder hat, telling boards, "Hey, you have to do this," it's like walking into the Prime Minister's office and saying, "I'm a taxpayer so I demand that you pass this, this, and this legislation," but it just doesn't work.
Yves Faguy: So by that logic should shareholders, I guess shareholders shouldn't have the right either then to hold executives and directors to account on curbing their climate impacts or making sure that they're not sourcing their chocolate from child labor workers in Subsaharan Africa for example?
Warren Ragoonanan: Well they don't have to sue directors. If the corporations are engaged in those types of terrible labor practices, maybe an option is there's specific losses that companies incorporate. Or if the company has breached certain laws and as a result you got regulators laying criminal charges and things like that, right? But those are really intended as extraordinary remedies. The real common remedy is if you've got a board and CEOs who are doing that, you're supposed to kick them out and replace them with people who know how to do a job without hurting people.
Yves Faguy: Then how do we curb the worst instincts of shareholder primacy? Is there a legal way to do it? How do we get rid of shareholder primacy?
Warren Ragoonanan: That's the million-dollar question, isn't it?
Yves Faguy: I've asked you two million-dollar questions.
Warren Ragoonanan: Yeah, you've asked a couple. You've doubled your value in the last twenty minutes. How do we get rid of shareholder primacy? Well, I think we can start by calling it out when we hear it. I can tell you that when I was watching the corporation sequel and a few of the documentaries, at least three of the interviewers just kind of threw out, "Oh, corporations are legally obligated to make shareholders prime and pass returns to shareholders to the exclusion of everyone else." And they just kind of threw that line out there and then moved on, just talking about all the other things that were happening.
And I think Step 1 should be when we hear that, we need to stop them and say, "No, that's not the case. The law is changing around that," or has changed around that because we know that it doesn't work. We also need to engage with regulators around this issue. Securities commissions and competition tribunals and all of the regulators around that who sort of hold this view as self-evident when it's not really self-evident. In fact not really a thing at all, it's just a phantom.
Yves Faguy: So as you cast your eyes to the future where do you see this ESG movement going? You're obviously a part of it. You've obviously dedicated your practice to some underlying principles, so I guess you have good confidence that this is a thing of meaningful purpose moving forward. So how do you see this thing evolving?
Warren Ragoonanan: OK, so I think this movement needs to succeed because there is no alternative. The alternative is doing what we do right now, which clearly isn't working. And so the idea is – maybe my hypothesis is wrong. Maybe it's not small businesses that create an ecosystem that will solve this problem; maybe there'll be some sort of regulation that solves this problem. Maybe I'm completely off about large businesses and they will figure out some sort of miracle to be able to reform what they do. Who knows?
The first priority is that it's not going away, that is for sure. This movement, it's been around for a long time and will continue to be around. It grows very slowly, which is the reason why people keep on saying that it's new despite decades of being around. And that slow growth will probably continue until there's a critical mass, a tipping point of people that want to put the time and energy in to figure out how to truly make it progress really quickly.
And my sense is, I mean looking at this stuff in the last fifteen years, that tipping point is approaching. I couldn't tell you though whether it will be here in five or ten or fifteen or twenty years. What I do know is that I'm just going to keep hammering away at it and try to get as many, many people in my network and onboard as I can.
And by the way, I mean everyone. Because this problem of sustainability goes way beyond the legal profession. Every single human being on this planet has a stake in this and all of us have a role to play using whatever skills we have to try to make this work. And one of the things that really gives me hope is the amount of start-ups and new businesses that are out there now.
There's a movement in the States called the B Corps. The movement is run by a non-profit based in Pennsylvania called B Labs. They do have a branch here in Canada that was based in March. And the B Corps movement is all about creating a certification system for corporations that want to make these principles part of their governing documents and want to build this into their operation at the ground level.
And this movement's growing, and one of the reasons why it excites me is because it's the first movement that I've seen that has some very solid metric to actually measure what people are doing. It's got an auditing system in place. It's a start; it scratches the surface. But it's a good start and there's a lot of work to be done to build on what we're doing.
Yves Faguy: I mean there have been – in the past we've seen ISO certifications and stuff like that. How's this any different?
Warren Ragoonanan: Well for one thing – I'm not as familiar. I know of the existence of the ISO certifications but I'm more familiar with the B Corps certification, which is number one, it's built on an online list of questions with a 200-point score which you have to be in a minimum of 80. And it's open to everybody that wants to do it. There's self-reporting involved and there's a sliding scale in terms of fees which the smallest companies can participate in this for $500, all the way up to very, very large companies where the fees are substantially more.
And so this has been, at least from what I've seen, much more accessible than ISO. And in addition to the sort of nuts and bolts of how the certification works, there's actually a lot of excitement around it. Like the people who are in it, they have events. There's a community, there's networking. The people who are in it are proud to be in it. They're proud to be able to stand up and say that, "I'm a B Corps." And there are some very large prominent companies that are in, including Ben & Jerry's, including actually here the Business Development Bank of Canada.
And so this is more than just simply something that you stick on such a logo, this actually has a culture to it. This actually has people excited to be part of it, more so than I saw with ISO.
Yves Faguy: Last question for you, how has Covid impacted this whole issue in your view? Has it had an impact at all? Is this just a generational thing or has Covid in fact shown ESG to be something resilient, and something resilient companies need to follow?
Warren Ragoonanan: I don't know. I'll be blunt with you on that one, I don't know. I don't know yet because ESG or triple bottom-line or however you want to call it, the struggle there is figuring out how to take these principles and make them concrete. Whereas Covid is already concrete. It's very real; it's already impacting all of us. So how Covid has slowed us down or created obstacles is probably not something we're going to know until the pandemic is actually over.
We're doing an after-action review of Covid's impact on the sectors across the board and we can draw some lines between OK, pandemic hit, here's for example how many companies were sort of known as B Corps, here's how many companies lost their certification, here's the [00:37:50] that's been going on.
I mean beyond the general, OK, nobody's meeting, this might be considered lower priority compared to just simply business survival, right? That's a hard one to answer because it involves the prediction of the future, and that's – I'm terrible at that.
Yves Faguy: So it everybody.
Warren Ragoonanan: Yeah.
Yves Faguy: Predicting the future is hard. When I think of – we're going to have to end the interview – but I do want to thank you for joining us today. That was a fascinating conversation. Thanks for helping us put ESG in a larger context of economic history as well as even the changing liability landscape. So thank you very much for joining us today.
Warren Ragoonanan: Thank you, it's my pleasure. I can talk about this stuff all day. I'm glad you put a time limit on it.
Yves Faguy: Thanks again. I've been talking with Warren Ragoonanan of WRD LLP in Toronto. Thank you to all of you who have listened to us and I hope you'll join us next time.
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