Susan H. Mac Cormac Receives Business Law Section’s 2025 Roland E. Brandel Lifetime Achievement Award

By Paul J. Pascuzzi*

The Business Law Section is proud to announce that Susan H. Mac Cormac has been selected to receive the Business Law Section’s 2025 Roland E. Brandel Lifetime Achievement Award. This prestigious award is given annually to a California lawyer who “over an extended period has made significant contributions to the Business Law Section or to business law generally in the State of California and who has achieved high status in the legal community.” The Roland E Brandel Lifetime Achievement Award will be presented to Ms. Mac Cormac (“Suz”) by the Business Law Section at the California Lawyers Association Annual Meeting in Universal City on September 12, 2025.

This prestigious award recognizes Suz’s groundbreaking contributions and profound impact as a California business lawyer, particularly in the burgeoning field of sustainable and impact-driven finance. Her career stands as a testament to her intellectual curiosity, her unwavering commitment to innovation, and her remarkable ability to bridge the gap between traditional corporate law and the pressing needs of environmental and social responsibility. Suz joins an impressive list of California business attorneys and legal scholars who have received this award over the years. If you are looking for career inspiration, scroll over to the Business Law Section’s website to review the articles describing our prior award recipients. Suz’s addition to the list is well deserved, given her legacy of innovation and impact in business law showing her commitment to furthering the cause of environmental, corporate, and social responsibility in the profit driven world of business.

From North Carolina Roots to Pioneering Legal Frontiers

Born and raised in Davidson, North Carolina, Suz’s intellectual curiosity was nurtured from an early age. Her father, a philosophy professor, instilled in her a habit of questioning and debate, while her mother, the first woman mayor in North Carolina, provided an early example of leadership and community engagement. She recalls her father not allowing Suz and her older sister to watch television, preferring instead to conduct family dinners debating a topic of her father’s suggestion. Her father taught her to always ask why; if something wasn’t working the way it should, the first step to solving the problem was to figure out why it wasn’t working. These foundational influences helped shape her inquisitive and determined spirit.

Suz’s academic journey took her to Williams College, where she majored in political science and economics. Suz recalls her college choices being Williams or Yale. Since her father went to Yale, and wanting to ensure she earned her place based on merit, Suz chose Williams, and recalls being a “good student, not outstanding,” admittedly spending a lot of her time competitively swimming and drinking beer (not competitively). Following college, Suz thought she might want to go to law school, so she took a job as legal assistant on Wall Street. When she quickly became bored, her father bought her a ticket for a trip around the world. During this adventurous period, she ended up in China during the Tiananmen Square protests. Notwithstanding the political and economic turmoil, she stayed in China for a few more years, teaching English and economics, ultimately falling in love with the country and its people. After suggesting to her father that she might consider a longer-term career in China (as a waitress), he convinced her to go to graduate school, and she chose law school over business school, writing by hand her law school applications from Tianjin. By now, Suz knew she wanted to be a corporate lawyer. Accepted at both Columbia and Duke law schools, she bucked the trend and others’ advice that she take the easier path to New York corporate law via Columbia and chose to go to law school closer to her North Carolina home, at Duke.

Suz “had an excellent experience at Duke Law School,” though she candidly admits that while “I was a good student in the classes that interested me… I was not a grind[er].” Her unique path, which included playing Division I men’s water polo at Duke, even played a role in securing her first position at Morrison & Foerster, where a partner recognized her feisty and determined nature. Before that, however, Suz didn’t quite know what she wanted to do after law school. Thinking she would go back to China to work as a lawyer setting up businesses, she received some sage advice from a trusted source:  that she learn how to practice law first. Suz recalls that advice, which she gives to new lawyers today, to “go to a firm and learn the craft.” A new law school graduate may have learned about the law, but she has not learned the skills needed to actually practice and advise clients. Suz went to the New York office of an English law firm right out of law school to begin her education in how to practice corporate law.

Forging a New Path in Corporate Governance

After that initial period working in New York—and meeting her future husband at her best friend’s wedding in Northern California—Suz moved to California in 1996, joining Morrison & Foerster (“MoFo”). (When you see her, you must ask Suz to tell you the wonderful story of how she met her husband.) It was at MoFo that she found her stride, initially focusing on mergers and acquisitions before transitioning to growth-stage equity work to better balance her burgeoning career with raising children. This pragmatic shift allowed her to remain deeply engaged in complex transactions while prioritizing her family.

The turning point in Suz’s career, and arguably in the broader landscape of corporate law, came in 2001. During a downturn in the legal market, a conversation with her husband, who had witnessed the devastating impact of climate change on coral reefs, sparked a profound realization. She also had been doing pro bono work for the Nature Conservancy. While the prevailing mind-set was to make money and then give a little away, many recognized that the aggregate amount of philanthropic capital (less than .25% of the capital markets) was woefully insufficient to solve the problems that it was designed to address – from climate change, to health care, to poverty and inequality. Even the funding that had been raised was not making the difference it should have. “I had this revelation,” she explains, recognizing the inadequacy of traditional philanthropic models to address global challenges. As her father taught her, she asked the fundamental question: “Why isn’t it working?”

This deep dive into the “why” of corporate constructs and their limitations in addressing societal and environmental issues laid the groundwork for her pioneering work. She delved into research, examining corporate forms globally and collaborating with legal luminaries like Marshall Small (2002 BLS Lifetime Achievement Award recipient) and studying the works of Mel Eisenberg (2008 BLS Lifetime Achievement Award recipient) at Berkeley Law School. These interactions, she notes, felt like “sitting at the feet of the masters,” as they explored how to push and reshape corporate law to better serve a broader purpose.

Shaping the Future of Business: From Social Purpose Corporations to ESG

Suz’s commitment to innovation truly blossomed in the mid-2000s. She became a central figure in the development of new corporate structures designed to integrate social and environmental impact with financial returns. Suz recognized that businesses and investors would need to fundamentally evolve to remain competitive and resilient amid increasing environmental and social pressures. Well before ESG (Environmental, Social, and Governance) became a recognized framework, she understood that issues like climate change, human rights, and diversity, equity, and inclusion were not peripheral concerns but were central to long-term business strategy and value creation.

During her time on the Business Law Section Corporations Committee, Suz co-led the drafting group and devoted over 250 pro bono hours to develop the first of the new corporate forms, the Social Purpose Corporation in California (originally named the Flexible Purpose Corporation). This effort spurred the creation of the Public Benefit Corporation in Delaware, all laying the groundwork for mission-driven governance in the United States. Suz wanted this article to mention the drafting group, all of whom she speaks very highly of for their collaborative efforts, including R. Todd Johnson of Jones Day, Rob Wexler of Adler & Colvin, Keith Bishop (2014 BLS Lifetime Achievement Award recipient), and others. While initially differing on the optimal legislative approach with organizations pursuing similar goals, such as B-Labs, her group’s focus on a structure that could raise capital in the mainstream capital markets ultimately led to the widespread adoption of the Public Benefit Corporation (“PBC”) in Delaware and beyond. Today, publicly traded PBCs demonstrate the mainstream acceptance of these innovative legal frameworks.

Suz’s work in this area is not merely theoretical; she actively structures deals that leverage capital markets for positive impact. Suz helped both Generate Capital and Planet Labs convert into PBCs and successfully navigate and raise capital in the mainstream capital markets. She worked over a period of three years with Patagonia to help its corporate form and governance evolve with the use of a Perpetual Purpose Trust and several charitable entities, so that it would be owned and operated for the benefit of Mother Earth for decades to come. Unlike traditional trusts that benefit individual beneficiaries, a “purpose trust” is legally structured to uphold a specific mission or purpose indefinitely. In Patagonia’s case, the trust’s purpose is to ensure that the company remains true to its values, including its commitment to fighting the environmental crisis, and that its independence is preserved. The trustees are legally bound to make decisions for the health and longevity of the company itself, aligned with its environmental mission. Suz’s involvement in the Patagonia restructuring is a testament to her expertise and influence in shaping innovative legal frameworks for purpose-driven businesses.

She also worked with Bezos Earth Fund and JP Morgan to structure and launch the Green Market Maker, a solution that has been scaled to absorb any green premium and make new markets in hard-to-decarbonize sectors. For us novices in this area, the “green premium” refers to the additional cost associated with producing or using low-carbon or zero-carbon products and technologies compared to their fossil-fuel-intensive counterparts. This cost difference acts as a major barrier to the widespread adoption of green solutions, particularly in heavy industries. The Green Market Maker concept is designed to bridge this gap by acting as an intermediary, absorbing the “green premium” to make green products more competitive and accessible. Suz and her team at MoFo were directly involved in providing legal support and structuring advice for the Green Market Maker initiative. Their expertise was crucial in designing the mechanism to be both effective in its environmental goals and legally sound.  

Further, in 2018, she was engaged by the California Public Utilities Commission and testified at public hearings to review and make recommendations regarding the best corporate form for “utilities of the future” in the wake of the devasting forest fires.  She is also a Trustee and advisor to the Salmon Nation, which has developed a new governance construct to ensure that “place based” decisions for bioregions are driven by those with the greatest knowledge of the land.  And, finally, she has recently been appointed to the board of Habitat Capital, where she is helping to design funds to provide access to capital for low-income and disadvantaged communities, in California and across the United States.

Suz’s leadership in the Patagonia transaction, and her work with the Bezos Earth Fund, the CPUC, the Salmon Nation, and Habitat Capital, are landmark achievements in business law. These efforts showcase her unparalleled ability to innovate within corporate legal frameworks to enable companies to genuinely commit to social and environmental missions, making her a crucial figure in the ongoing evolution of purpose-driven business. She has moved beyond traditional legal counsel to actively shape the financial and corporate mechanisms necessary for a sustainable future, specifically by helping to design tools that can unlock market potential in hard-to-decarbonize sectors and underserved communities.

Beyond corporate forms, Suz has been a driving force in the area of Environmental, Social, and Governance. She was a founding board member of the Sustainability Accounting Standards Board and an advisor to the United Nations report that coined the very phrase “ESG.” For 25 years, Suz has served as primary corporate counsel to Business for Social Responsibility, and now sits on its board of directors, helping to advise large public companies on how to look beyond compliance to embed sustainability and ESG into their business practices and operations. She devoted another 200 pro bono hours to develop a new form for aggregating capital—a PB LLC owned by a public charity—and structured and launched the California Rebuilding Fund, which raised more than $200 million during COVID for small businesses in underserved communities in all 58 counties in California. Through it all, Suz has remained at the forefront of legal innovation, helping define how companies integrate environmental, social, and governance factors into their core business.

Complementing her legal and board work, Suz is deeply committed to education and thought leadership. She serves as an adjunct professor at UC Berkeley School of Law, where she began teaching a new course on climate finance and governance in the fall of 2022 (after nine years of teaching social enterprise). She also serves as an advisor to the Berkeley Center for Law and Business and is a member of the American Law Institute and, following in the footsteps of Marshall Small, an advisor to the Restatement of Law, Corporate Governance.

If all of this weren’t enough to impress our readers, Suz also chairs MoFo’s global ESG and Social Enterprise and Impact Investing practices. She previously spent five years as the chair of the firm’s global Business Department, which includes all corporate and finance units. Her duties required managing matters not only in other MoFo U.S. offices, but in far-flung offices located in cities like Frankfurt, Tokyo, Beijing, and Singapore.

A Champion of Purpose-Driven Law and Family

Recognized as a powerhouse negotiator, Suz has extensive experience providing corporate and finance advice to companies and investors in connection with growth equity financings and secondaries, with particular experience in late-stage investments that have come to rival traditional strategic acquisitions in size and significance. Her experience includes leading some of the highest-profile late-stage investments over the past few years, including notable transactions for SoftBank Group (in the two largest private tender offers in history):  its $7.7 billion investment in Uber, its $4.4 billion investment in WeWork (followed by a further $10 billion investment in WeWork), its $1 billion investment in SoFi, and its $250 million investment in Kabbage. She has also advised Temasek on its $800 million investment in Verily Life Sciences, Intel on its equity investment in Cloudera, and each of Emerson, Fortress, TPG Rise, GenZero, Just Climate, Generation Investment Management, and Aliment in numerous mid- to late-stage investments in clean technology, sustainability, education, food, and agriculture technology.

Suz’s bio is full of awards and recognition from top sources.  She was recognized by Chambers USA in 2025 as ranked in Band 1 for Impact Investing and Band 4 for Environmental, Social & Governance—Crisis & Risk Management. She was recognized by the Financial Times in its 20^th Anniversary Innovative Lawyers Report as one of the Top 20 Practitioners. The Legal 500 Green Guide lists her as a Recommended Individual in the Green Guide USA—Nationwide. The Legal 500 US recognized her in the areas of Corporate/M&A and Commercial: Private Equity Buyouts. Law360 has recognized her as MVP of the Year for Private Equity. She has twice been recognized on the list of Top Women Lawyers in California  by the Daily Journal and has been listed by the San Francisco Business Times as its Most Influential Women in Business. Suz also has twice been named the Attorney of the Year  in the Daily Journal’s California Lawyer.

Suz is not just a legal dynamo. She speaks glowingly of Andy Taylor, her wonderful husband of 26 years, and their three children. Suz acknowledges she could not have done all of this without the incredible support of her husband and kids. Their son Eddie is twenty-two and just graduated from Hamilton College. He is playing baseball for the United Kingdom national team in a European Championship tournament for the next three to six months, after which he will be doing a stint in the Peace Corps. Their son Alex is nineteen and is attending the University of Edinburgh, Scotland, studying politics, with interests in theater and poker. Youngest son Mathew is fifteen and attending high school, focused on math, science, music, and baseball.

Suz credits the support of her partners and the leadership at MoFo with permitting her to spend so much time on pro bono work, which allowed her to be creative and innovative in developing her career.  She also mentions Marshall Small and Rob Townsend as supporters and mentors. In the early years of developing the alternative corporate forms, Marshall Small was there to help Suz with the thought-provoking approach to find a solution to the “why” question her father taught her to ask. He was willing to teach her and help her figure it out. Rob Townsend was the head of the MoFo business department early in Suz’s career; he taught her the crafts of negotiation and drafting in corporate legal work. The high bar he set helped establish Suz’s hard-working attitude, and she is grateful for his support and patience.   

Suz’s work is characterized by her ability to look at complex problems and envision legal and financial solutions that enhance positive impact. But she also notes the passion with which she approaches difficult problems. “A lot of success is not driven by being the smartest in the room. I think it is having passion. Treating other people well, but also just not giving up.”  Suz’s approach is well taken. Her recent recognition by the Financial Times as one of the top twenty most innovative lawyers worldwide over the past two decades is a testament to this unique talent.

As Suz prepares to receive the Roland E. Brandel Lifetime Achievement Award, her career serves as an inspiring example for current and future generations of business lawyers. She has not only mastered the intricacies of corporate law, but has also fearlessly challenged its traditional boundaries, demonstrating that legal expertise can be a powerful tool for driving meaningful change and building a more sustainable and equitable future. Congratulations, Suz, and, on behalf of the Business Law Section, we thank you for all you have done for the business and legal community in the State of California!

*Paul Pascuzzi (Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP in Sacramento) served as chair of the Business Law Section in 2009-2010 and currently serves as an advisor to the Executive Committee and chair of the Roland E. Brandel Lifetime Achievement Award Selection Committee.