Addition Reflects the Continued Growth of the Boston Office and Sustained Demand for Transactional Experience Among Technology and Life Sciences Clients
Wilson Sonsini Recently Added Seth Flaum in New York as a Partner in the Technology Transactions Department
PALO ALTO, CA (September 28, 2022)—Wilson Sonsini Goodrich & Rosati, the premier provider of legal services to technology, life sciences, and growth enterprises worldwide, announced today that Rob Parr has rejoined the firm’s technology transactions department as a partner in the Boston office. His return reflects Wilson Sonsini’s continued growth in Boston and the ongoing demand for tech-driven deal experience.
Parr has advised clients at all stages of growth on transactions focused on IP rights and technology across various industries, including digital health, artificial intelligence, autonomous driving, big data, clean energy, cloud computing, digital media, e-commerce, edtech, fintech, gaming, internet of things, and software. He regularly drafts and negotiates complex commercial contracts and assists clients with the IP issues arising in financings and M&A deals.
Parr also has substantial expertise that will fortify Wilson Sonsini’s digital health practice, which is a multi-disciplinary group that represents clients in the many areas vital to their businesses, such as with corporate, privacy and data security, intellectual property, commercial transactions, FDA/regulatory and litigation matters.
“We’ve seen continued demand for a combination of transactional and industry experience that helps clients proceed with deal-making and ongoing business matters, even in what is a less active market in certain sectors,” said Doug Clark, managing partner at Wilson Sonsini. “Rob is accustomed to working with clients in dynamic industries that need his commercial and deal-related experience, and to that we add our firm’s strengths representing companies and investors in Boston, the Northeast, and nationwide. We’re pleased he’s returned to our firm.”
Prior to rejoining the firm, Parr was a partner at Orrick, Herrington & Sutcliffe. Before that, he worked in Wilson Sonsini’s technology transactions department. He joined the firm’s Washington, D.C., office as an associate in 2015 before relocating to the Boston office in 2019 and becoming Of Counsel in May 2021. Upon graduating from law school in 2012, Parr was an associate in Venable’s Washington, D.C., office before joining Wilson Sonsini.
Parr’s addition reflects the continued expansion of Wilson Sonsini’s Boston office. Wilson Sonsini opened its Boston office in 2016 to be in closer proximity to its base of clients in the area—many of which are innovative companies and investors in the region’s vibrant life sciences and digital health communities. The firm also aimed to better serve its expanding client base in the local technology and energy sectors, as well as other emerging growth enterprises in the area. Wilson Sonsini’s Boston office now has 10 partners, 29 other attorneys, and seven patent agents.
“I am very excited to return to Wilson Sonsini and to work with leading technology companies and their investors, and to help the firm expand its client base in Boston and beyond, including in the digital health space. I am also very excited to rejoin such an impressive and growing team in Boston, and my many friends and colleagues across the firm.”
Parr is the 16th lateral partner to join Wilson Sonsini in 2022. On August 25, 2022, the firm announced that Seth Flaum had joined the technology transactions department as a partner in the New York office. Flaum was previously executive associate general counsel for Daiichi Sankyo, Inc., a global pharmaceutical company based in Japan. While Parr’s practice will focus on representing technology clients, Flaum specializes in representing life sciences clients.
Parr earned his J.D. from George Washington University Law School in 2012. He is admitted to practice in the District of Columbia, Maryland, and Massachusetts.
About Wilson Sonsini Goodrich & Rosati
For more than 60 years, Wilson Sonsini’s services and legal disciplines have focused on serving the principal challenges faced by the management and boards of directors of business enterprises. The firm is nationally recognized as a leading provider to growing and established clients seeking legal counsel to complete sophisticated corporate and technology transactions; manage governance and enterprise-scale matters; assist with intellectual property development, protection, and IP-driven transactions; represent them in contested disputes; and/or advise them on antitrust or other regulatory matters. With deep roots in Silicon Valley, Wilson Sonsini has offices in 18 technology and business hubs worldwide. For more information, please visit www.wsgr.com.
WASHINGTON, Sept 27 (Reuters) – A bipartisan group of U.S. lawmakers on Tuesday called on President Joe Biden to issue an executive order to boost oversight of investments by U.S. companies and individuals in China and other countries.
The lawmakersincluding House Speaker Nancy Pelosi, Senate Majority Leader Chuck Schumer and Republican Senator John Cornyn urged Biden to issue an order to “safeguard our national security and supply chain resiliency on outbound investments to foreign adversaries.”
Congress has been considering legislation that would give the U.S. government sweeping new powers to block billions in U.S. outbound investments into China. The proposal was removed from bipartisan legislation to subsidize U.S. semiconductor chips manufacturing and research in a bill approved in August.
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The lawmakers, including Democrats Bill Pascrell, House Appropriations chair Rosa DeLauro, Senator Bob Casey and Republicans Brian Fitzpatrick and Victoria Spartz, said in a letter to Biden that as negotiations continue, “our national security cannot afford to wait.” Theyurged the president “to safeguard our national security and supply chain resiliency on outbound investments to foreign adversaries.”
The White House and Chinese Embassy did not immediately comment.
White House national security official Peter Harrell earlier this month said that the Biden administration has not yet made a final decision on a potential outbound investment mechanism regulating U.S. investments in China.
Harrell stressed that any measure targeting such investments should be narrowly tailored to address gaps in existing U.S. authorities and specific national security risks.
“When we cede our manufacturing power and technological know-how to foreign adversaries, we are hurting our economy, our global competitiveness, American workers, industry and national security. Government action on this front is long overdue to address the scope and magnitude of these serious risks we face as a country,” the lawmakers wrote.
The Senate Banking Committee on Thursday will hold a hearing on outbound investment that will feature testimony from Cornyn, Casey and several former government officials among them Information Technology Industry Council Executive Vice President Robert Strayer.
The proposed legislation is intended to give the government greater visibility into U.S. investments. It would be mandatory to notify the government of investments that may fall under the new regulations, and the United States could use existing authorities to stop investments, or mitigate risk. If no action is taken, the investment can move forward.
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Reporting by David Shepardson; Editing by Chizu Nomiyama, Mark Porter and David Gregorio
Our Standards: The Thomson Reuters Trust Principles.
(Glenwood) — Mills County officials are revisiting possible changes to an ordinance governing commercial solar projects.
During its regular monthly meeting Tuesday at 5:30 p.m., the Mills County Planning and Zoning Commission is expected to discuss and possibly approve several proposed amendments to Chapter 27 of the county ordinances involving utility solar. If approved, the amendments would then go before the county board of supervisors for review. Holly Jackson is the Mills County Building and Zoning Technician. In a recent interview with KMA News, Jackson says that the primary concerns addressed in the amendment involve proper preparatory and accountability measures taken by the developer and the county.
“If we have the right screening requirements, what types of panels and fencing would look like, and height requirements of the panels,” Jackson explained. “And to make sure there is a solid decommissioning plan in place — what that process would be to begin each project. You know would it go through the zoning board of adjustment or the board of supervisors?”
The board of supervisors recently extended the current moratorium on commercial solar projects until November 1. Among other things, proposals have included setting a minimum height limit to go with the county’s current 15-foot maximum limit and requiring proper notification and collaboration with other departments, such as conservation and secondary roads.
However, Jackson said a first draft of the amended ordinance is beginning to take shape.
“We are in a solid place with where the draft of the ordinance is and working with each of those departments in the county that would assist with that,” said Jackson. “Right now, we are exploring what the options are if we need any zoning district amendments to make adjustments to our matrix and we are also establishing a committee that would review all of this information as well.”
Jackson has also communicated with several other jurisdictions dealing with solar developers and ordinance revisions, including Linn and Johnson Counties officials.
In other business Tuesday night, the commission is expected to hear a presentation from Supervisor Richard Crouch regarding an ordinance governing carbon pipelines. Montgomery County officials have had an extended discussion regarding a similar ordinance, mostly in response to Summit Carbon Solutions’ proposed Midwest Express CO2 Pipeline that would cut through the western portion of Montgomery County.
Newly proposed environmental, social, and governance (ESG)-related amendments to Form ADV under the Investment Advisers Act of 1940 (Advisers Act) underscore the need for federally regulated investment advisers to fully disclose the material conflicts and risks associated with their investment management programs. In particular, advisers that manage assets based on a combination of financial technologies (fintech) and ESG-related factors should consider whether they are providing adequate disclosures regarding the potential features and outcomes of their advisory programs. Not only are these disclosures generally required under existing law and guidance, but it is possible that the U.S. Securities and Exchange Commission (SEC) will pursue ESG-based enforcement cases against investment advisers in light of the proposed changes, as it frequently does when it is pursuing new rulemaking and/or sees concerns in an area of focus.
Summary of Advisers Act Proposals
As part of a recent focus on ESG-related compliance and disclosure,1 the SEC has proposed amendments to Form ADV, the registration and disclosure filing for registered investment advisers and exempt reporting advisers2 (together with registered investment advisers, “Advisers”), to require certain ESG-related disclosures.
According to the proposing release for the changes (Proposing Release),3 a central purpose of the proposed amendments is to ensure that investors receive consistent, comparable, and reliable information about how advisers use ESG factors in their investment management programs.4
To that end, the SEC proposed changes to Form ADV Part 1A and the instructions for the Form ADV Part 2A “Brochure” that would require Advisers to describe, among other things, the ESG-related factors they consider within each significant investment strategy or method of analysis, any ESG-consultants or other similar partners they work with, and the nature of the ESG-specific strategies they use to manage private fund and separately managed account client assets. The changes would also require disclosures regarding whether an adviser uses “ESG Integration” strategies that consider one or more ESG factors alongside other, non-ESG factors; “ESG-Focused” strategies that use one or more ESG factors as a main or significant consideration; or “ESG Impact” strategies that have a stated goal that seeks to achieve a specific ESG impact or impacts that generate specific ESG-related benefits, by targeting investments that drive specific and measurable environmental, social, or governance outcomes.
Importantly, the SEC noted in the Proposing Release that current regulations already require Advisers to disclose material information about the ESG-related aspects of their advisory programs.5 As a result, regardless of whether the changes have been adopted, Advisers should consider whether their current ESG-related disclosures fully describe the features, conflicts, and risks associated with their investment management programs.
Considerations for Fintech-Based Advisory Programs
For fintech Advisers, ESG-related disclosures may require specific consideration of how the use of ESG-related concerns in asset management might interact with the use of fintech to impact performance and other issues. For example, fintech Advisers may need to consider the following types of issues:
- Information Scraping. Some investment advisers analyze and learn from “alternative data,” which can include information such as data from credit card transactions, social media posts, satellite images, and questions posed to smart speakers. If an Adviser scrapes ESG-related data from third-party websites as part of its asset management program, it will need to ensure it understands and fully discloses the reliability and limitations of those data. For example, an Adviser that scrapes data to determine what energy sources a company uses and manages assets based on that information would need, among other things, to evaluate and disclose the quality of the scraped information and its potential and measured effects on returns.
- Use of Artificial Intelligence. Advisers that use artificial intelligence (AI) to integrate ESG-related factors into their investment management programs may need to consider whether an AI-based system will adequately address the uncertainty those factors bring to both investing and to supporting the ESG-related goals they are designed to further, particularly as an AI-based system changes in response to new data and outcomes.6 The concept of “ESG” itself is relatively new, and it is unclear whether and how ESG-based decision-making will further investors’ investment goals, impact the success of businesses, or achieve any long-term environmental, social or governance changes, all of which may be among the goals of ESG-based approaches. Advisers should consider and disclose their methods for defining, monitoring, and assessing the success of AI- and ESG-based programs—both at launch and over time, given that Advisers will be responsible for the results of AI-based programs even after those programs adjust to new data and prior outcomes.
- Robo-Adviser Portfolio Programs. Many “robo-advisers” that manage client assets on a portfolio basis rely on Rule 3a-4 under the Investment Company Act of 1940 (1940 Act) to ensure the portfolios are not treated as funds subject to registration under the 1940 Act. Among other things, Rule 3a-4 requires that investors be allowed to impose reasonable limitations on how their money is invested. An Adviser can, however, reject limitations that are clearly inconsistent with the stated investment strategy or philosophy or the nature or operation of the relevant investment program. Advisers may need to consider whether certain limitations an investor seeks to impose will fundamentally change or impair the Advisers’ program—in which case the Adviser should either limit the restrictions investors can make or provide disclosures as to the potential effects of investor restrictions. This may be particularly important in the context of ESG-Focused or ESG Impact programs.7
Finally, although findings thus far are mixed, at least a few analyses suggest that ESG-based investment strategies may underperform similar investment strategies without an ESG focus.8 In this context, all Advisers might need to disclose that an ESG overlay could reduce investment returns.
Whether or not the SEC adopts the proposed changes to Form ADV, fintech Advisers should consider the unique issues ESG-based management raises in light of their ESG-based programs.
 For example, in March 2022, the SEC proposed rule changes that would require certain climate-related disclosures in registration statements and periodic reports under the Securities Act of 1933 and Securities Exchange Act of 1934. The Enhancement and Standardization of Climate-Related Disclosures for Investors, Release No. 33-11042 (Mar. 21, 2022), https://www.sec.gov/rules/proposed/2022/33-11042.pdf. In addition, in 2021 the SEC created the Climate and ESG Task Force (“Task Force”) within the Division of Enforcement to develop initiatives to identify ESG-related misconduct, identify material gaps or misstatements in issuers’ disclosures of climate risks, and analyze disclosure and compliance issues relating to Advisers’ ESG strategies. SEC, SEC Announces Enforcement Task Force Focused on Climate and ESG Issues (Mar. 4, 2021), https://www.sec.gov/news/press-release/2021-42. The SEC’s Division of Examinations also issued a Risk Alert in April 2021 to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services. SEC Division of Examinations, Risk Alert, The Division of Examinations’ Review of ESG Investing (Apr. 9, 2021), https://www.sec.gov/files/esg-risk-alert.pdf. A month prior, the Division of Examinations had announced that its 2021 examination priorities included a greater focus on climate-related risks. SEC Division of Examinations, 2021 Examination Priorities (Mar. 4, 2021), https://www.sec.gov/files/2021-exam-priorities.pdf.
 Exempt reporting advisers are generally advisers that are exempt from registration under sections 203(l) and 203(m) of the Advisers Act. These Advisers must file a truncated version of Part 1A of Form ADV.
 SEC, Enhanced Disclosures by Certain Investment Advisers and Investment Companies about Environmental, Social, and Governance Investment Practices, Securities Act of 1933 Release No. 11068, Securities Exchange Act of 1934 Release No. 94985, Advisers Act Release No. IA-6034, Investment Company Act Release No. IC-34594 (May 25, 2022), https://www.sec.gov/rules/proposed/2022/33-11068.pdf. The Proposing Release also includes amendments under the Investment Company Act of 1940, which we do not discuss in this alert.
 Proposing Release at 168. For example, Advisers Act Rule 206(4)-1 already requires Advisers to disclose material information about their advisory programs and would, the SEC stated, prohibit greenwashing, i.e., exaggerating “ESG practices or the extent to which their investment products or services take into account ESG factors.”