E18 Transcript

Social Impact and the Law - With Steven Moe

E18 Transcript


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Transcript Commences


**Chris Patterson 00:06**
Hello and welcome to the Law Down Under podcast with barrister Chris Patterson. We will provide you with insights into the law in New Zealand and Australia, its application, and the law's future. Each episode features a new guest who will inspire your interest in the law and give you a greater understanding of the legal issues that have helped shape our justice system here down under. We thank you for tuning in and hope you enjoy the podcast. Super excited that I have with me on the podcast Stephen Moe Stephens, a partner at Parafield Lawyers, and he has 20 years of experience practicing throughout New Zealand, Australia, England, and Japan. As an expert in commercial law, Stephen has helped numerous tech companies, startups, charities, and purpose-driven businesses. He aims to empower, impact, and educate others through the provision of free legal resources and the creation of the Impact Unconference. He is also the host and founder of the Seeds podcast, on which he interviews inspiring guests every week and often writes for publications like Stuff and The Spinoff. More recently, Steven has become the presenter of the Board Matters podcast, which is presented by the Institute of Directors. Good morning, Steven. Moe, how are you?

**Steven Moe 01:23**
I'm doing great, Chris. I'm really excited to be here and looking forward to our time together. Thank you for having me. Hey, look,

**Chris Patterson 01:29**
tell me a little bit about yourself. I know this is one area you're really big on with your podcast because I've listened to lots of them. I'd encourage listeners, if you're not already following Stephen Moe on the Seeds podcast or the Board Matters, click on there and follow it. I've gotten a lot out of your episodes. I won't say I've listened to all 300, but I've listened to a good selection, you know, maybe I think maybe 20 by now. So yeah, we'll get into the podcasting more towards the end. But let's learn a little bit more about you. Are you in Christchurch, are you a Christchurch born and bred native, or where are you originally from?

**Steven Moe 02:10**
Yeah, so as soon as I open my mouth, people hear my accent, and they make assumptions that I've just recently arrived in New Zealand, or you know, that this isn't a place they know much about. But actually, it's quite far away from that. The truth is, my father was a marine biologist, so it's a very specialist role in the 1980s. That brought us to New Zealand in 1983, and I was seven years old. So I've kept my accent, but actually grew up in New Zealand. And we lived in a place just north of Ahuriri called Pukeraki. It's a very small place, right by the Waitaki River. And my father was raising salmon on the river, and I was going to standard three, and, for instance, the class was combined; it was that small of a rural school. And then we moved to Christchurch in 1989. So from 1989, I was basically here, going to high school. And then I went to Canterbury University and studied law from 1995 to 2000. And so again, Canterbury, you know,

**Chris Patterson 03:20**
Contemporary instruments through Crusaders, no doubt. Yeah,

**Steven Moe 03:23**
exactly. But then my first job was actually in Wellington, so I've practiced in multiple cities. And I was working at Russell McVeigh there for three years in their corporate and commercial team. So spent some time there, met my wife in Wellington. And then this is about 2004-ish, we thought, let's go on a one-year OE. So we went to London, and I started working for one of the biggest law firms in the world called Norton Rose Fulbright. It has about 4,000 lawyers in 55 offices, very different, obviously, from a New Zealand-based firm.

**Chris Patterson 04:06**
Was that in the commercial team, or what were the main areas?

**Steven Moe 04:09**
I was doing corporate commercial mergers and acquisitions, IPOs. That was the nature. I think the biggest IPO I helped out on was about a 2 billion-pound IPO on the London Stock Exchange. So that was literally 75 lawyers working for six months, 12-hour days, very intense, massive paperwork, dreaming and sleeping about it, you know?

**Chris Patterson 05:04**
So I take it that's in the north of Japan, is that right? Sorry, because my geography is terrible when it comes to Japan. I've never been to Japan. I'm hoping to go next year. So maybe you can teach me.

**Steven Moe 05:14**
Oh, for sure. Yeah, it's an amazing country. Lots of people think it's just about the big cities. And it's true that Tokyo is massive. There's literally 25 million people in greater Tokyo. But Niigata is on the same main island. It's not in Hokkaido, which is the northernmost island. So it's on Honshu, the biggest island, and it's over on basically the west side. So it gets lots of snow, it's very cold, and the powder that you get is unreal compared to New Zealand, where it's often icy. So yeah, I had a great time there. And like I say, you know, I was vacuuming, cleaning, serving, doing whatever they wanted. But hey, Steven, here's your free lift pass, you can ski every day for three months. So it was an awesome opportunity. And then after the three months, I actually moved to Osaka, which is a really big city, and I taught English for nine months. So it's kind of a different background that led me to learn Japanese while I was there.

**Chris Patterson 06:17**
Is it like, you know, Bill Murray's *Lost in Translation*, is that kind of the Japanese vibe?

**Steven Moe 06:23**
Yeah, it is. It's actually pretty accurate in some ways. As a foreigner, you realize, after a couple of years there – I went back, like I said, and lived there for four more years – that you will always be very welcome. People are extremely kind, but you will always be a foreigner. People forget that in Japan, 99% of the population is Japanese. There's 1% which includes people from China, Korea, America. It's a very, very unusual place in the world, given that most countries have had a lot of inflow of migrants. Japan is one country – or there might be some others like North Korea – but there's not many that are that ethnically Japanese. So, the point is that I've got friends who married Japanese women, but they will never be accepted in the same way that in New Zealand, if you've been here long enough, you kind of are integrated into society. It's kind of a wonderful place. I love Japan; it gets in your blood, you never forget it. The language is amazing, the food is fantastic, and the people are kind. You know, the history, 1,000-year-old buildings you can walk into. But you always feel like you're in a bubble, that it's this bubble existence, and one day, I'll go home. So, the law firm found out I spoke Japanese, and I went there. I spent four years there, including two years in-house at Mitsui, which is one of the biggest trading houses. So that was fascinating.

**Chris Patterson 09:31**
Well, yeah, so there's Parafield lawyers. You've really created quite a space in terms of, and I think that's probably a good way of getting into the main topic for the podcast, social enterprises. Now, for some listeners, they may have a sense of what they perceive to be a social enterprise, but I think it's probably good if we could get some definition around that. And the reason why I say that is because the law in social enterprises has slightly different definitions depending on who you are and where you are. I say that by contrasting it, for example, to the United States because they refer to them as benefit enterprises. So, how would you define a social enterprise? What is it?

**Steven Moe 10:23**
Yeah, it's a great question. I'll be honest with you; I'm using the term less and less rather than more and more because I'm worried that it's becoming its own thing. I'm actually hoping that the principles I'm about to tell you about have an impact on all companies, that it's not just something that is for those people over there in the corner who call themselves social enterprises. But the term itself came about a couple of decades ago now. It's basically referring to entities that combine profit and purpose. If you boil it all down, that's the essential thing. So, stepping back from the detail, you and I, Chris, we are fishing in the water; we assume that the way that the world is, is the way it is. This is how it's always been. So if somebody says to you, and this is a practical example, you know, I am looking to help young people who have some form of disabilities and have difficulty accessing jobs, immediately, your mind is probably thinking, "Oh, he's talking about a charity, you know, he's going to get funding from Foundation North or Rata or some other big funder. He's going to get council support or government support." As opposed to if I said to you, "Chris, I'm about to start a cafe," immediately you're thinking, "Oh, shareholders, loans from banks, profit." So, social enterprise is basically saying, the heart of charity, the reason why you do something to help people – young people with disabilities to get jobs – is combined with the head of business. "Oh, you're starting a cafe," that takes some knowledge of business processes. It's saying, "Combine the heart and the mind." And all of a sudden, you start thinking, "Well, actually, instead of setting up a charity, I'm going to start a business." And that's going to be a cafe, who am I employing? It's people who need access to jobs because they're not able to get jobs due to their disabilities. So, it's a reconceptualization of the role of business, and saying, "Actually, it's not just about how many widgets you make or how much profit you make as a business." We've been influenced by Milton Friedman's conceptions, that business is ultimately about shareholder return and shareholder primacy. All businesses are just there to make money for the shareholders to have more money. So, this is saying, "Actually, business, in the essence of what it does, is doing some good." It's either employing people who need employment, making something that we need more of in the world, or creating a new ecosystem of advisors who support people. So, it's saying, "I am taking the heart of charity and looking at it through the lens of business." The term social enterprise has this idea that you're helping socially, people who need it through business. I'm using the phrase 'impact enterprises' more and using 'social enterprise' less because I think, in New Zealand, we have the opportunity to reinvent the concepts of social enterprise and look at it through our Maori perspective, and concepts like manaakitanga and Kaitiaki. It's not in a tokenistic, box-ticking way, but in an actual, "I understand what these terms mean, and I want business to be about the 100-year plan rather than the next quarterly profit report."

**Chris Patterson 14:26**
Okay, so can we unpack some of that, Steven? Let's just take a little step back, impact enterprises. I mean, you're making the point that you're using social enterprises less rather than more, and I get that. You wrote a book called *Social Enterprises in New Zealand Legal Handbook*, which I came across quite a few years ago. When did you publish it?

**Steven Moe 15:02**
I published it in 2017. It was around the time of the Social Enterprise World Forum that was held in Christchurch for 1600 people. It was a compilation of my thoughts about the future of business. And I did call it *Social Enterprises in New Zealand: The Legal Handbook*. I stand by it; all the content is still good. It's just that I'm using the phrase a little bit less of "social enterprise."

**Chris Patterson 15:26**
Well, maybe for the next edition, you could call it "Impact Enterprises in New Zealand."

**Steven Moe 15:31**
Yeah, I might do. Last year, I put out another book called *Reimagining Business*. So that's a collection of essays, and it's leading up to another book, which I'm working on now, which will just be called *Reimagining Business*. That's really asking questions about what could the future be, you know, 50 years, 100 years from now. If we look back, could we start now to model it and actually come up with a new legal form? That's what I'm advocating for.

**Chris Patterson 16:03**
We'll explore that in a bit more detail. In a few minutes. Let's just go back to your book, *Social Enterprises in New Zealand* now. I came across it, and actually spoke to you for the first time, and it was probably back in 2017. I don't think it was 2018. I might have been 2018 when I was doing some research for my paper at Melbourne University as part of my Master of Laws degree. And one of the key takeaways that I took from it is that you said that there are three key elements for a social – I'll call them an impact enterprise. You said, first of all, there's the entrepreneurial dimension, and that is the engagement in economic activity. And I guess this is your point, when someone comes to you and says, "This is what I want to do," rather than boxing them into saying, "Oh, this is profit-motivated or this is impact-motivated," you're really saying they just need to have an entrepreneurial dimension to themselves or their idea.

**Steven Moe 17:08**
Yeah, that's right. To be honest, let's touch on one thing there. Because I think too often lawyers have preconceptions about which legal vehicle to use, and we end up steering our clients towards, "Well, that's a company or that's a trust or whatever." I think what we really need to do is have our ears open to listen to the client, and be able to actually focus on what's the purpose and the impact that you want to have, then, yeah, and then look at the vehicle. The analogy I use is that if I'm going to buy a car and I go to the car lot, and the salesman's there, and I'm like, "What's your purpose? What do you want to use the car for? Because if you're going to drive up to go skiing, you probably want the four-wheel drive. Whereas if you want to just cruise around town and look cool, well, this convertible is probably the one for you." It's the same way when it comes to legal vehicles, a company, limited partnership, a charitable trust – these are all different legal vehicles, each with attributes that might be good or bad for the client. But too often, we pigeonhole them into a company without really taking time to download things like, "Where do they see their funding coming from?" So I've seen quite a few people end up in company structures when if they'd spent a little bit more time, they probably would have gone down the charity road because they actually don't care about profits. So it's kind of a fundamental thing that we, as lawyers and professionals, need to get right to help the client in a truly rounded, holistic way.

**Chris Patterson 18:47**
You're absolutely right, because this is part of the dilemma of social or impact enterprises, where the company vehicle is not necessarily a great fit from a legal standpoint. That is because the law, both under our Companies Act here in New Zealand and the Corporations Act in Australia, requires directors to place their duties to shareholders as a primacy. This duty to shareholders' primacy is to make a profit. Hence, in the U.S. under the Corporations Act and the different states, they've passed legislation that enables directors not to have to make profit their only driving motive, but in fact, the only motive ahead of anything else. But our Companies Act hasn't moved with that to offer amendments to enable directors to have the freedom to say, "We don't have to report every quarter about the profit that we're making and run the risk that we're going to be sued by our shareholders when we can set matters up because we've got other purposes." What are your views on that?

**Steven Moe 20:13**
I agree with you. I think there are positive signs of change coming to you. So MP Duncan Webb from here in Christchurch Central, he had his ballot drawn out of the hat, you know, how they have those members' Private Member's bills? His was chosen. His change is really short; it's like one page. It's to Section 131 of the Companies Act, which, as we probably know, is the duty to act in the best interests of the company. What he's proposed is an addition to that section, which says that directors may consider, and "may" is really critical here, may consider the treaty, the environment, employees, and other stakeholders. So there is about to be a change that should open up more of a conversation point. So I'm hopeful for that. I had him on my podcast, *Seeds*, actually. He's a lawyer, so you should see if he'd be willing to come on your show and explain it because it's fascinating. We spent an hour and a half talking about this in detail. So I welcome it; it's awesome to see. But what I would like to see is that we go even further and that New Zealand Aotearoa becomes a model for the world where we've actually advanced this to the next level. What I will be advocating for is correcting what I view as an anomaly. If you have a charity, you must record your charitable purposes to get that status, right? So we kind of take that for granted; if you're going to be a charity, you have to say what you're going to do. What do you require to set up a company? A name, a director, a shareholder, that's literally it. I could log on to the Companies website, and I could set up a company within 20-30 minutes. The point is that there's no requirement that I specify what my purpose is or what the impact I want to have on the world through my company is. I'm advocating that we go further and require companies to state their impact and mission in their constitution. There will be two stages to this. One is to set up a new regime where those who opt in get the status of being an impact company. The other, which would be more extreme, is that we actually require all companies to do this. If you want to be a company in New Zealand, you need to specify the impact and purpose you're seeking to have. This would force boards to really understand what they're there for, which is why I'm advocating for it.

**Chris Patterson 24:21**
That's a good point. That's a great segue, and it brings us back to the second element in your book. It deals with what you call the social dimension, having a primary and explicit social purpose or impact purpose. We've dealt with the entrepreneurial dimension, which is engagement in economic activity, and the social dimension. But then you talk about the governance dimension, which is the third element. What do you mean by that? What's the governance dimension?

**Steven Moe 24:52**
Well, governance is really close to my heart, actually. So I'm going to use it as a segue into talking about governance. As you know, you mentioned in the intro, I've just been the host of this series of podcasts on governance for the Institute of Directors. For those who don't know, the IoD has more than 10,000 members in New Zealand, so it's like the gold standard of governance. I've done interviews with 13 directors now about trends, challenges, and the future of governance. I guess the elements that I'm thinking about here is that very often governance is deemed to be reviews of reports about how we did in the past. You know, we held this event, and we had 72 people attend, and here's the outcome. Very often, governance isn't forward-looking; it isn't casting its eye 10 years ahead, 20 years ahead and asking, "What will this look like? What will our environment be?" But that is the role of good governance. Good governance shouldn't just be focused on compliance in the past; it should be focused on strategy and where we're headed in the future. So, to me, those are the elements that we need to be building in all companies. I also think it's incumbent upon us if we're on a board to be asking about the makeup of the board. Not just in terms of box-ticking – gender or ethnicity – but the diversity of skills. Where are the scientists? Where are the artists? Where are the people who bring different perspectives? Are we guilty of shoulder-tapping people who look like us and probably think like us and are not really challenging what the future could be? Those are some of my thoughts on governance and how it relates to thinking about a good business and what it will be in the future.

**Chris Patterson 27:02**
It's interesting. You say this is some 10,000 members of the Institute of Directors in New Zealand, and the Australian Institute of Company Directors has over 330,000 directors down under. There's a lot of directors who are at least members of these organizations, and I think you can apply a reasonably big multiplier to the actual number of people who occupy the position of a director because most companies in Australia and New Zealand employ less than five people. They're usually small, mom-and-pop-type organizations. But they all have the same set of rules and compliance requirements. And this raises the issue of education. It's educating company directors to actually think about good governance and what good governance can look like. I think this is what you're really advocating – that it's an opportunity with the concept of social impact enterprises, benefit corporations, whatever you want to call them, to say, "Well, we'll look at what our purpose is. Is there anything we can do to add value to society?" Even if it's with the example you use – someone who says, "I want to open up a café, employ five people, and give five people jobs." And that has a positive impact.

**Steven Moe 28:42**
Exactly. But if we could frame it through the lens of impact and mission, I think it would help the founder of the entity, but also help them explain to their staff why they're here. You know, we're here to serve our customer. In a cafe, it's an excellent example because what's the community that can build up? Think of all the conversations that are going on. Kind and Crave Cafe up in Morningside in Auckland is one of our clients. If you talk to Nigel there, he would definitely fit within this idea of impact. They deliberately set up this cafe within a traditionally industrial neighborhood and are able to have a flourishing community. So I think whatever you're doing, you can apply these principles, which is why I come back to why I don't like the terminology to get in the way of the principles.

**Chris Patterson 31:15**
You must be, from your perspective, you must be learning a lot. I mean, I get a huge amount out of these podcasts. I like to think that I know a lot about the law, but you're always coming out of it having learned a significant amount in areas that you haven't really had a chance to consider on your day-to-day practice.

**Steven Moe 31:39**
For sure, yeah. That's why I do it. The other principle that I would encourage listeners to embrace, and you've clearly already embraced it, is curiosity. That is the starting point for unlocking doors that would otherwise be shut. So yeah, I've learned way more than anybody. I've listened to all 316 episodes of Seeds. I've learned a huge amount from older people. There are definitely themes that keep coming through about how we need to mentor the next generation, how we have to always be curious, how we have to support each other. So yeah.

**Chris Patterson 32:19**
Let's talk about the next generation and have a statute I want to... We've talked about the company's issues, both the New Zealand Companies Act and the Australian Corporations Act, and how they're not legally a great fit for social enterprise due to that profit primacy or shareholder primacy. But New Zealand is about to get a new Incorporated Societies Act. It's got out, but we are moving into the transition stage, and it replaces the 1908 act, which was over 110 years old. What are your big takeaways for the opportunities that the new Incorporated Societies Act presents for social impact?

**Steven Moe 33:05**
Well, I'm really glad you used the word "opportunity" there. Because I'm doing about seven online seminars for about 250 people who've registered for them. We've got a whole information hub on our website about Incorporated Societies. It would be really tempting as a lawyer to say, "There's more regulation coming. Watch out." What I'm trying to frame it as is, this is an opportunity for you to revisit who you are. There are two ways to do this. There are 23,000 Incorporated Societies, and 8,000 of them are registered charities. That's the split. The first challenge is that under the new Incorporated Societies Act, you will need to re-register. There's no getting out of it. You have to re-register. What happens if you don't? You're going to sail off into the sunset and cease to exist. It's not until 2026 that people are actually no longer on the register. The second challenge is a deeper one. Is this structure even right for us? Remember how I was talking about before the legal vehicles? Incorporated Societies are incredibly political. You have annual general meetings where people go through a popularity contest of who's going to be the president, the treasurer, the secretary. It is a very political type of entity. So it's worth asking whether this structure is right for you. For example, if you started with 20 or 30 people, and now you have only eight left, it's probably worth considering whether it would be better to be a charitable trust and transition from an Incorporated Society to a charitable trust.

**Chris Patterson 38:03**
Yeah, but also, Steven, I mean, wouldn't you, it's also a great opportunity to ask that critical question of, you know, what's the purpose? And I think that's what you're saying is, Why do we exist? What are we seeking to achieve out of this. And for some incorporated societies that have been around for a long time, they probably haven't rethought that one through. And they've got that chance now.

**Steven Moe 38:23**
I agree with you completely. Also, this principle shouldn't just apply to incorporated societies; it should be for charitable trusts or other organizations. Because I think many times, some of us are on boards where we probably haven't taken the diligence of reading the rules. Many times, charities, in particular, are chasing funding. So 30 years ago, they started as a preschool. But then there was an opportunity to do some high school after school care, something, and then, oh, there's a suicide prevention week that we want to get behind. Oh, actually, we could help students transition into university life and provide support for them and mental health. And you look at it, and you go, our purposes, if you read them, is to help preschoolers adjust, and now we're helping university students. And this happens quite often where there's been such a mission drift that you actually do need to refresh the very core purposes of why you're there.

**Chris Patterson 39:25**
Look, absolutely. I think the issue with charities... and of course, our Supreme Court case was Greenpeace. Of course, they had to deal with the issue of whether Greenpeace can be a charity. It's not easy when you go through a period of time, I think it was about maybe eight years ago, where suddenly a bunch of charities got deregistered because they were deemed to have political purposes rather than that narrow definition of charitable purposes. So it's certainly an area where getting legal advice around this area would need to be sought out.

**Steven Moe 40:04**
Yeah, for sure, it sounds so self-serving to say that, but it's true. And just so you know, I'm on the Charity Services Sector Group, so that's a group of about 20 of us who give them input. So I see what they're going through. And also, I've helped about 40 different groups set up as charities in the last year. So I wear multiple hats. I do the for-profit things, mergers and acquisitions, but I also do the not-for-profit side. I think this is definitely an area that people could focus on more. And let's be honest, the Trusts Act 2019 is now in force as of a year and a half ago. I can guarantee you, most charities haven't thought through whether they need to update their rules, but they probably do. Most organizations don't actually comply with the Trusts Act rules. So it's always, I think, a chance to refresh and revisit and say, "Why do we exist again?"

**Chris Patterson 41:03**
Yep. Now, what are the other enhancements? Just as we move off the Incorporated Societies Act? Is the mandatory obligation to have some form of dispute resolution mechanism? What do you see this as being advantageous?

**Steven Moe 41:18**
Well, I mean, I'm interested in your views because you have a real specialty within disputes. I view it as, again, a glass half-full approach. This is a positive thing because Incorporated Societies in the past, because of the political nature, I was mentioning, and quite often, there are these long-standing feuds and disputes among the members. So if we now, in the future, will have some sort of a mechanism for disputes to be dealt with, I view that as a positive thing. The interesting thing will be whether people end up adopting bespoke dispute resolution procedures specific for their situation, or whether they rely on what's in the Act. We're working through right now, you know, what would this look like if we designed a dispute resolution procedure? There is a lot of leeway for organizations to come up with their concepts or their ways of doing things. Again, I view that this is positive. But what are your thoughts on it?

**Chris Patterson 42:21**
Well, Steven, disputes are very corrosive. I've never had a client say to me that they enjoyed a dispute and they're looking forward to the next one. I don't think that's a reflection on my capability as a lawyer. I think it just is. Unfortunately, for some individuals and organizations, you can avoid getting into disagreements. Disagreements aren't necessarily bad things. Disagreements are often an opportunity for different views to be properly debated, argued, and arguing sounds negative, but arguing can be a positive experience when different perspectives are brought to the table and thought through to a rational or the right outcome. You need to kind of go through the dispute to do that. But in the meantime, if the dispute isn't managed well, and a lot of disputes aren't managed well because some people don't have the skill set or it's not on their agenda, it can do a lot of damage. Disputes can be one of the most stressful and distressing experiences that people can go through. This applies at all levels, from personal disputes to disputes over things people are passionate about. For example, sports law is an area I've been involved in over the years. It could be the local tennis club. A dispute can really damage communities if not handled right. So I think it's great that the act has an obligation to put a mechanism in place. I love your idea of having an incorporated society sit down with governance and stakeholders to design a resolution mechanism that suits what they're trying to do better. So, if a dispute arises, and sometimes they do, quite often for some, they happen more than they want, we can actually get something positive out of it and certainly mitigate the negative effects, such as delay, cost, and stress.

**Steven Moe 44:39**
Yeah, I agree. Yeah, that's good. Hey, let's talk now, if we can, about the Impact Unconference. I want to jump to the first one because you're involved in this. I think you are, this was sort of part of your idea.

**Steven Moe 45:00**
If you want to give a name, I guess you could call me the founder.

**Chris Patterson 45:03**
We'll call it the founder, which was back in 2020. It was in Wellington, right in the middle of a pandemic. I find it very interesting. Tell us how it came about, what was involved, and what were the takeaways from the first conference?

**Steven Moe 45:22**
Yeah, yeah, no worries. So actually, it was held online because of the pandemic. So we were originally going to hold it in Christchurch, and I was planning to get 300 or 400 people together. So, just for your listeners who aren't familiar with an unconference, you basically turn to the participants. The people come into the conference and say, "What are you an expert in, and what would you like to hear?" So typically, on the first day, you get people pitching. Someone will say, "Well, I love podcasts, so I'm happy to do a session on podcasting." And then people vote like, "Okay, we'd like podcasting." I'm an expert in the future of AI and technology. So okay, we'll have a session on that. You decide the topics based on the participants. So we had about 350 people who signed up to attend the unconference. It was held over an afternoon, from 12 to 5. We had seven different Zoom rooms. One room was just about community, so you could go there and just chill out and talk to people. The other ones were running half-hour sessions. Half an hour on AI in the future, half an hour on do's and don'ts in the workplace, half an hour on workplace stress. It was very varied, no one theme overarching apart from impact. That was the theme. I had an amazing team; there must have been like 25 people behind the scenes who were moderating each of the Zoom rooms, introducing the speakers, and then the speakers themselves. We ended up, I think, with about 36 different sessions in one short period, one day. It was kind of an experiment. It was three weeks after the original lockdown, so it was a chance for people to come together in one of the first events run entirely online during a global pandemic. I'm quite proud of it. We did a 90-page "What We Learned" document that I know other people who've run conferences have used as a resource because our theme was community, how do we build this? We built in poetry readings, songs, and music into the conference. That's kind of unusual. My plan is to run another one, which will be based in Christchurch, hopefully within the next year.

**Chris Patterson 48:14**
I think you're looking at, hopefully, October 2023 as your target date, isn't it?

**Steven Moe 48:19**
Yeah, yeah. That's the plan at the moment. It's flexible.

**Chris Patterson 48:21**
A key theme: reimagining business as a force for good. That's a great theme.

**Steven Moe 48:30**
Yeah. Hopefully, if people engage with my content, whether it's the podcast, or articles or books, there's a consistent theme, which is, how can we reimagine business for the future? I think as professionals, whether it's you, Chris, in the work you do, or other lawyers and other people, we can always have a role to play in pushing our clients to help them get on board with a much longer-term perspective. I think that's the ultimate gift we can give as professionals. That's the theme that underlies everything I do.

**Chris Patterson 49:09**
Oh, that's exciting. If people want to get more updates about that, they can go to your website.

**Steven Moe 49:16**
Yeah. We can include the links in the show notes, and people can find them. I encourage people to think broadly about their careers and where they're getting involved because we need more people to do this bridging role. If you're not at the tables, you're on the menu.

**Chris Patterson 51:01**
Well, look, an area that I'm very interested in is access to justice. You reminded me of another saying, which is that volunteering is the tax that you pay for your place within the community and the planet. I have this perception, it could be wrong, that a lot of volunteering in New Zealand is done by a small minority. There's a lot that goes unnoticed as well, particularly in our space as lawyers, helping people without an expectation for payment, just because it's the right thing to do. It doesn't seem to be something that our profession does particularly well. There are always exceptions. I don't want to create outrage. There are some great people out there that do a lot of good work without any expectation of being paid. It's not easy, and life's complicated. We're all busy. We've got practices to run, we need bills to pay, like everyone else. But I see this opportunity of social impact really fitting well with the legal profession. Why don't we look at more opportunities to get people actively involved in things that they can get some purpose and passion from and that will make an impact and a social change? What are your thoughts on that?

**Steven Moe 52:33**
I agree completely. And I just did a post on LinkedIn; you should have a look at it actually, about a partner who retired after 42 years with our law firm. His name is Ken Lord. So, public shout-out to him. What I said there, in reflecting on the mentorship and what I've learned from him, it was all about people. It was about curiosity about your client, getting to know them, really getting to know them, taking an interest in them. I think too often we do get focused on our six-minute units or billable budgets, and we forget what an incredible privilege we have to be lawyers, to have been given the education that we have, and that we actually have a role to play in society beyond our individual selves and how much money we're making. I think it's something we've lost sight of. But I do think that the next generation has a much greater awareness of this. I think in job interviews these days, instead of the last question being, "What's the bonus structure?" or whatever, it's more, "How can I have an impact through this role? What will it mean for the community and things?"

**Chris Patterson 53:46**
Well, I think a large part of it, though, Steven, interested in your views on this, is, you know, how we, I guess, I see your value, what the legal profession does and what lawyers do. Often, it's not often, but, you know, there's that measurement of the successful lawyer marked in financial terms. Rather than saying, "Well, what are they contributing to make the community, the city, province, country, or the world a better place?" and celebrating that for those who actually do it simply because they want the world to be a better place, not actually doing it to make money. And in America, some of the state's Bar Associations require lawyers, all lawyers in the Bar Association, to report as to the amount of pro bono work they do. I think that's a great idea because it gives a measure, so you can objectively look at what individual lawyers are doing at an individual level, but also as an entire bar association of that state. What are they doing in terms of providing professional legal services without expecting to be paid for it? Do you think that could be a good initiative in New Zealand?

**Steven Moe 55:10**
Yeah, I think it would be. There's not enough. I think the reality is that many firms would say, "Oh, four hours a year or something." You know, I get it. Well done, you know. "For Community Law Center, you went three times or something." I think there's a lot of scope here. So maybe we could have another chat on that.

**Chris Patterson 55:34**
Yeah. Okay. So, Steven, I want to talk to you about impact investing. Specifically, what is it? Is it happening in New Zealand? And what role does the law play in it?

**Steven Moe 55:48**
That's a great question. I'm glad you asked it. It is definitely happening in New Zealand. I'm seeing a lot of it. And I think just to frame it as to what are we talking about, it's taking the concept of investing, which everybody understands. You know, you've got a million dollars, and you put it into a project, knowing you're going to get a certain financial return. So impact investing is the same thing, but there's also impact; there's something beyond the financial return. So as an example, I put in a million into this particular business or initiative, and I get my financial return, they pay me back. But what do they do? They're helping teenagers with their mental health. So therefore, the impact is beyond the interest rate; it's beyond the return of the capital. It's also knowing that I helped 100 young people improve their mental health. And that's just one example. Another example is a group that I'm involved in called Community Finance. I'm the chair of the board there. What we're doing is connecting philanthropic investors with community housing projects. How? We've, when I started talking about this, people say, "Oh, great, so what? You've raised like $10,000, or maybe 20,000." But we've actually raised $93 million in the last two years. This phenomena, what we're... yeah. The pitch is pretty simple. It's saying to philanthropic investors - super wealthy foundations or people, you know, you've got a lot of money - instead of putting that 5 million into a term deposit where the profits are going to go offshore to an Australian bank. Why don't you take the 5 million, invest it in a social housing project where, at the end of it, there's going to be 110 houses built? That will get people into really clean, green, environmentally-friendly homes. And you'll get paid back the amount you invested, plus the longitudinal study shows us that the children are not living in their cars; their parents have stable incomes, and they are growing up in a house that is safe and better for them. Therefore, they're probably having better educational outcomes; they're probably going on to study something that they love. So, 20 years from now, that half a stick that got built... it's way beyond the financial return you got from it. It's also about, there's now a home where dozens of people have been impacted. So, that's what impact investing is. And relatively recently, I helped write a report with the Center for Social Impact because they're based out of Foundation North, which has 1.6 billion under management. They give out funding to not-for-profits and charities, and the like. The Center for Social Impact is one of their initiatives. So we wrote a paper called "Impact Investing in Aotearoa, New Zealand." I can send you the link, and you can add it to the show notes, and people can click. It's a short 10-page summary of impact investing and some examples in New Zealand.

**Chris Patterson 59:19**
Oh, that's fantastic. Look, that would be great if you could. I'm sure people would love to delve into that and see what's actually going on. Hey, now, the law's role in this, how can the law assist to enable or facilitate impact investing?

**Steven Moe 59:34**
Yeah, it's an awesome question. Because I view lawyers as having a critical role. The first thing is just talking about it and raising the awareness level for our clients. That actually, hey, we all probably have clients who have quite a lot of money, helping them understand that there are new ways of thinking about how they use their money for social good. So that's a simple way. But then the other way is that we need lawyers who know how to draft these agreements that are about impact investing and social return. And even reporting, you know, like, these are all documents that lawyers can help us with. The other way is that there's a massive opportunity, as we do more reporting, to be drafting clauses in contracts that are helpful for impact investing. So the classic example is that the XRP right now is going through consultation about climate-related disclosures. So climate-related disclosures, in the future, companies will need to talk about what the climate impact is of what they do. But really related to this is think of the thousands of contracts, hundreds of thousands of contracts, which right now don't have climate-related reporting requirements or clauses.

**Chris Patterson 1:00:58**
But it doesn't appear on balance sheets, like you take a company like Rocket Lab. Yeah, they don't report on the balance sheet, what the CO2 impact is of launching rockets off the Mahia Peninsula. That just doesn't appear. So I get that. And I think that's a great thing because I mean, certainly for consumers, I mean, not a lot of people out there consuming rockets. But, you know, for consumers to understand, you know, what's actually below the balance sheet or off the balance sheet impact of using these products and services.

**Steven Moe 1:01:36**
I'm glad you raised that because I think in a decade from now, and definitely two decades from now, this will just be commonplace. That companies are reporting on a much wider range of things, which comes back to my earlier posts when we were talking about social enterprise and reporting on your impact. It's all bound up; these are all symptoms of the same movement, which is greater transparency, a greater ethical lens on what we're doing and why we're doing it. So the short answer to your question is lawyers have a pivotal role to play as companies come to grips with what this is going to mean for our business going forward.

**Chris Patterson 1:02:18**
It sounds almost like, and I know that social enterprise benefit corporations in the US, and they've been around for a while, but it seems to me, my perception is that we're really at an apex in history where this is now becoming more of an orthodox or norm rather than an exception to the rule where people are thinking about where does business sit and what impact does it actually have on the wider good? Is that your perception? I know you're very involved. But I mean, is that your perception?

**Steven Moe 1:02:58**
Yeah, it is. And I hope that someday, someone will listen back to this podcast and hear what we were talking about in 2022 because I think this is a critical moment in time. And too often, I think we forget that it hasn't always been the way it is today. You know, if you went back 200 years ago, 300 years ago, there was no companies the same way we think of them today. There was no concept of director liability; there was no section 131. These are all fictional things that we created, and therefore, we can change them. And that's the critical thing from my perspective as a lawyer is how can we go about bringing about positive change, so that we do look back on our great-grandchildren, right, looking back, and they listen to this? And they go, "Wow, look at the societal changes that Chris and Steven were talking about. And how they were saying they were symptoms of bigger changes that were happening." Wouldn't it be great if it actually moved that way? And we can help that to happen.

**Chris Patterson 1:04:04**
Yeah, no, I'm super excited about it. That's it. Look at such a great area. And it's something that I think people, if they're not aware of what's going on with these things, they should delve into it. So, hey, look, what you could see me for the listening notes will be great. Look, let's move into the last topic as we start winding up this episode of The Law Down Under Podcast. Let's talk about your podcasts for a moment. It seems kind of strange, one podcaster interviewing another podcaster about the podcast. There's almost something circular about it. But look, tell me about Seeds. What was the inspiration for it, and how did you come up with the name?

**Steven Moe 1:04:46**
Well, I'm really glad with the name that I chose because it's been able to evolve over time. It came about at the time of the Social Enterprise World Forum in 2017. And I kept meeting these amazing people, social entrepreneurs, and people starting really cool stuff. I thought there's nobody talking about their stories. I could buy equipment, surely. I like listening to podcasts. How hard could it be to put it out myself? So that was the origins of it. And that was September 2017 that I did the first one. And as we're recording this today, I just released episode 318. And so my format is actually really similar to yours. And I'm glad to see you're approaching it this way. It's what I call long-form podcasting. I'm not asking somebody, you know, "Give me the five-minute version of who you are and what you do." I'm diving deeper with them and going into little avenues of their life. And you mentioned your grandmother. Tell me what you appreciate about her. You know, you mentioned Italy. How long did you live there? So I have the space to ask open questions, let the guests talk, and then reflect back some of the principles that we can learn from their life. So the first half of the show is always about the guest, where they're from, the background of their journey. And then the second half is usually about what you do today. The reason it's called Seeds, there's multiple reasons, but one of the reasons is, what are the seeds that led to the person doing what they do today? So I like to trace that journey with people. And the other reason for Seeds is that each episode, I hope, is like a seed that the listener might actually download and plant something in them. And they would think, "I didn't have the courage to start my own business, but now I've heard about Michael Mayne, who founded Cookie Time. He told Stephen about how he failed twice, and those failures were the compost that led to his multimillion-dollar success." So I love that concept that we can always be learning, we can always be curious, and we can learn from each other. So the heart behind Seeds, and like I say, Seeds, as soon as I say the word, immediately evokes something in your mind, whether it's the same thing that I just described. Seeds, to me, they're like magic. You hold them in your hand, and they're hard and black or brown, and there's no life there. You plant them. And it literally feels to me like magic beans, like Jack in the Beanstalk. You water it, you give it warmth, light, nutrients, and all of a sudden, you get a tree that didn't exist. So it's the same with the podcast. And that's why the name Seeds transcends talking with social enterprises. These days, I've talked to a six-year-old, I've talked to a 92-year-old, I've talked to an oceanographer. I've talked to someone who wants to go to space. It's such a variety of people, and my aim is that every week, the listener will be like, "That's different. That's completely different from the previous week." But overarching, everything is purpose, and why do you do what you do? So I really enjoy doing it.

**Chris Patterson 1:08:17:**
Well, look, I mean, you've even interviewed a former Chief Justice of England and Wales, Lord Thomas. And I found that a fascinating episode, and you know, slightly related, I mean, you've interviewed the dean of Canterbury law school. She should have a chair, and it was interesting to learn about her life and the pathway that she or the pathway she's traveled with her different careers that she appears to have had. So, look, it's a great podcast. I think you do a great job. Now, tell me about your latest podcasting venture, which is with the Institute of Directors in New Zealand, and this is the board matters. Well, how did that start? Where are you at? Where's it gonna go?

**Steven Moe 1:09:08:**
Oh, I'd love to. So I facilitate for the IoD. I helped them on their course, which is called the CDC or the company director course. And so I do the legal portion, basically for our download on legal risk in New Zealand for directors. So I've gotten to know them. I helped on a panel at their recent Leadership Summit. And they asked me to attend their new course, which is called the Advanced directors course. So this is the next level beyond the company director course. And I was sitting in the room with 25 other really experienced directors. You know, you've got somebody there who's on the board of Air New Zealand, you've got a professional director who sits on five different boards. You've got NSX-listed company directors, amazing wealth of knowledge in the room. And the opening question in that course was, "If you were writing a book on governance, what would the title be?" Oh, and I thought, "What an awesome premise for a podcast." So I pitched it to God, and I said, "Look, I think I could get some really good content if you had me interview some of those participants." So it's 13 interviews. Each one of them is about 15 minutes. So they're not long-form like this is. But their downloads of the directors, the opening question, "What would your book title be?" Then I follow up with, "What are the trends and challenges in governance you're seeing?" And then I follow up with, "What's one thing you've learned that you wish you had known at the start of your governance career?" So I'm in it's very diverse. There's seven women, six men, we've got Maori, Pacifica, you know, all different backgrounds, different industries. And yet you merge them together, and there's principles that come through, which are obvious from what I've been saying. Totally, life is about learning. Stay curious. Your journey never ends. And so all of these things come through as themes. And then another theme is the role of tikanga in the boardroom. So it's an initiative. I think, the first week, it's had like 1200 listens. Gracious, pretty good for like a seven-day brand new podcast. So I'm hopeful that people will hear it, they'll share it with their friends. If they're on a board, they'll tell other board members about it, and that it will be a free resource for anybody to access. So that's the heart behind it.

**Chris Patterson 1:11:39:**
That's fantastic. So, okay, well for listeners hearing this, it's a great podcast to click the Follow button on and get into it. Stephen Mo, Christchurch-based, corporate-commercial lawyer and adviser to impact enterprises and businesses, as well as a podcaster. Thank you for joining me on the lowdown under podcast. It's been a pleasure and a privilege.

**Steven Moe 1:12:04:**
Thank you, Chris. I've really appreciated it and just a takahē or acknowledgement of your mahi, your work here. Because we need to have more conversations. We need to hear from more people. So thank you for facilitating that through your podcast. Really appreciate it.

**Chris Patterson 1:12:19:**
Kia ora. Thank you for tuning in and listening to this episode of the Law Down Under podcast. You're welcome to join in on the discussion via my podcast page, which you can access at patterson.co.nz. That's patterson.co.nz. Thanks for supporting the podcast, and tune in again for more on the law, its application, and the future of the law here down under.