Season 5, Episode 165 : The Chancery Lane Project: bringing legal professionals together to deliver climate targets

Will Richardson 00:04
Hi, and welcome to the Sustainable Business Podcast. I'm Will Richardson. And over the next few minutes, we're going to talk about a refreshing approach to business contracts that bangs the drum for sustainability. It's being driven by The Chancery Lane Project. The Chancery Lane Project, or TCLP for short, is a pro bono legal initiative which brings thousands of legal professionals together to collaborate and rewrite contracts to help communities and businesses fight the climate crisis and achieve net zero carbon emissions. TCLP's clauses are free for all of us to use, so lawyers can use them in contracts to help businesses deliver their climate targets. To tell us more as TCLP's managing director Becky Clisssman. Hi, Becky,

Becky Clissman 00:49
Hello Will,

Will Richardson 00:50
We're also joined by someone whose company has used TCLPs clauses to great effect. It's John Perkins, who's a director and Senior Corporate Counsel at Salesforce. John, nice to have you with us.

John Perkins 01:01
Great to be here. Well, thank you.

Will Richardson 01:02
First of all, Becky, can you give us some background on The Chancery Lane Project? Why was it founded?

Becky Clissman 01:09
Essentially, a mutual friend introduced me to a guy called Matt Gingell, who is actually our chairman now, and whose brainchild this this whole project was. And about three years ago, I had a call with Matt, and it was just like a light bulb went off in my head, I thought, wow, this is exactly what I have been looking for for a longer while. It's all about using my existing professional skills to address the climate crisis. I don't need to go off and retrain. I don't need to change jobs, I can just start doing my day job differently. And that's an amazing, amazing thing. And it was one of those things where the minute I heard what he had to suggest, I thought that's so obvious, but at the same time, so radical, it just was brilliant.

Will Richardson 01:55
And looking forward to the rest of 2022. What are your goals for the coming year?

Becky Clissman 02:01
Well, we've got a really action packed agenda at TCLP. So just to put it all in context, we have about eight years now to halve global GHG emissions by 2030. That's according to the IPCC. So that means the world needs to deliver emissions cuts of about 8% a year, which is pretty toppy in terms of what's not happening at the moment. So with that, as our backdrop, in what TCLP plans to do this year is roll out our clauses to the sort of global community the focus has been, to some extent just because of where the idea originated, has been in England and Wales. But this year, we're already starting to talk to teams in the US, in Germany, I've even spoken to some lawyers in Japan, Guernsey, Ireland, you know, what we call transposition teams are popping up all the time. So we're making sure that they know about the clauses, they're starting to think about how to transpose those clauses to be relevant in their jurisdictions, and more importantly, to start using them in those jurisdictions. Also we've been doing a carbon needs analysis, to try and work out where the really key sectors are. So where are the big carbon wins, where lawyers can really make a difference. So we'll be focusing on areas like the built environment, finance sectors, and also energy transition. And again, the focus is going to be very much on the uptake of our existing clauses, as well as some discrete new drafting that might be needed. And then last but not least TCLP itself, is is going to incorporate so that we can scale up to really support our communities in those two major projects.

Will Richardson 03:47
Was it hard coming up with those clauses because 8% a year...many people listening to this may think, "Oh, wow, that's quite a lot". But from our experience of working with organisations with their science based targets, that's kind of it won't surprise people, it's in line with the IPCC. And it is possible. And so was it hard to kind of... how did you come up with clauses that fitted in with that kind of stuff?

Becky Clissman 04:11
So actually, it's our community that have come up with a clauses so in the early days of TCLP, we invited lawyers literally, we got our first hackathon we had, we invited 130 lawyers and got them in a room and we just started drafting and it was the ideas that they brought from their different practice areas, their different companies, and where they saw an opportunity to address climate risks, and also opportunities. And to some extent, that was sort of what I call serendipitous. What we're trying to do now is be a little bit more focused and targeted, hence the carbon needs analysis that I mentioned. And now we're starting to be a bit more kind of joined up. So we've got already got 104, soon to be I think 112 clauses. But what we need to do is see where the gaps are, see where the real key intervention points are in the really important sectors, and make sure that we've got drafting that covers that - that's the important focus.

Will Richardson 05:09
This is a good time to bring John in. You've used the clauses at Salesforce. How did you get involved with The Chancery Lane Project in the first place? I'm assuming in the broader context, it was kind of part of the company achieving your own sustainability goals?

John Perkins 05:24
That's correct. It was part of our research as we were developing our sustainability exhibit. So Salesforce recently launched a sustainability exhibit that goes into essentially all of its supplier contracts, regardless of industry, regardless of company size. And as we were doing our research, we found that TCLP clauses which were one of the most onpoint resources we came across, we were very excited to find them. And in the development of our exhibit, we used two clauses in particular - Teddy's clause, which is regarding supplier environmental threshold obligations. And Jessica's clause, which is more about emissions reporting and climate remediation. And you'll see elements of that integrated into our exhibit. Well, I'll stop there for now. But that's how we how we became involved.

Will Richardson 06:05
I want to know who Teddy and Jenny are, did you say?

John Perkins 06:11
Jessica, actually, I should let Becky explain that part. I think

Becky Clissman 06:16
All of the clauses are named after children in the drafters' lives. And that helps us all focus on the needs of future generations, because they are the people who are going to be so badly affected by the climate crisis.

Will Richardson 06:31
Brilliant. And why was supply chain sustainability, so important to Salesforce?

John Perkins 06:37
So for us, that's essentially the largest part of our of our missions, it really accounts for the most. And so that became a priority for us, we'd already managed to offset and mitigate all of our scope one and scope two emissions, and so scope three was the obvious next target. And this has been a really effective way to make significant progress on that.

John Perkins 07:03
So a few exciting things actually. But before I explain, let me give a brief overview of the exhibit itself. So it makes a little bit more sense. So the sustainability exhibit requires our suppliers to establish a science based target to a definitive evaluated approach to mitigating emissions. It requires that they participate in continuous improvements, that they supply good faith operations, good cooperation to reduce emissions, and that they provide their services on a carbon neutral basis. Now, obviously, there's a little bit of room for negotiation on this depending on the specifics of the supplier. But that's fundamentally what the what the exhibit is for. And so we found a couple of exciting things. The first one is the vast majority of suppliers are very enthusiastic about this. We've been really pleased with the positive reception that it's received. So the negotiations that they can be rigorous, they're very cooperative, everyone understands that we're all really pursuing the same thing. The second exciting piece has been we've seen we've started to see other corporates, large and small, adopt the same thing we've had large corporations reach out to us ask us how to do something similar. So it's the snowball effect has been very encouraging.

Will Richardson 07:37
And what's happened since Salesforce has added the wording inspired by The Chancery Lane Project?

Will Richardson 08:01
And I mean, you as an organisation have always been quite proactive in this space. What we haven't done is explained who Salesforce are. And I assume that everyone knows who Salesforce are, but actually I went to the dentist this morning. But he didn't know who Salesforce are. So it maybe could you give us give an idea about who Salesforce are so that people understand a bit about you as well.

John Perkins 08:33
Absolutely, fundamentally, I see Salesforce as as a utility for contemporary business, you can manage your customer relationships, you can manage your infrastructure, you can really manage your entire business on this one distributed platform. It's an amazing, amazing product in my view. And I say that as someone who's a certified administrator, not just someone who's had in the company. But it really, you really can run your entire business on Salesforce, which is why it's so powerful and why it's so so widely used. But you're right, we have been focused on sustainability for some time. So we have a large sustainability team led by Patrick Flynn, our Senior Vice President of sustainability.

Will Richardson 09:08
And I mean Salesforce in some ways, by pure virtue of what you are, you're a supply chain organisation, aren't you?

John Perkins 09:18
I would say in many respects, supply chain customer success. We really do touch on every aspect of the business.

Will Richardson 09:26
So you can really make a massive impact. So it must have been really exciting for you Becky to have an organisation like Salesforce, come on board and take, you know, really take the bull by the horns.

Becky Clissman 09:41
Absolutely. Salesforce had been a really key champion and we're delighted to have had them use the clauses and for their feedback as a user but also the case study they provided and opportunities to talk, you know, in podcasts like today, it really helps get the message out there that lawyers in house and in law firms can do something with their everyday work to really make a difference to the climate crisis.

Will Richardson 10:07
I mean, we have Green Element and Compare Your Footprint - we could take it on as well, couldn't we? And ask all of our suppliers to use it so we could use your contracts?

Becky Clissman 10:17
Absolutely. Please do happy, always happy to help.

Will Richardson 10:20
I think I guess what I'm what I'm trying to visualise for people listening is that it's not just big businesses, it's any business. And we can all we all have an impact in our own way. And we all can integrate this. And actually, as John was talking about, you know, the snowball effect, you've got big corporates, but your supply chain is so big that you've got that impact. But we all have little impacts as SMEs as well, around the world.

Becky Clissman 10:50
Absolutely. And funnily enough, one of the things I was doing last night, was adapting one of our clauses, which is actually sort of aimed at probably bigger the bigger end of the supply chain, to be relevant for an agreement that we're signing as TCLP. And obviously, we're, we're a tiny organisation in terms of our actual footprint. But I just take the view that every time we sign an agreement with someone, it's an opportunity to tell them about our clauses and how they can run their business differently to deliver their climate targets. And why not, you know, it's it's an extra half an hour's work, maybe, but it makes all the difference in the world.

Will Richardson 11:26
John, how have the people at the other end of the contract, how have your suppliers actually responded to this?

John Perkins 11:35
So I'm happy to say the vast majority have been very supportive, obviously, industry by industry instance, by instance, there are specific negotiations, your custom to the to the supplier, but the vast majority have been enthusiastic about it, and we found it's very unpredictable, the ones that will be resistant, then it's been an interesting experience seeing, you know, some, some you would think would be a little bit harder to work with had been very easy, and vice versa.

Will Richardson 11:59
And the in house teams at Salesforce, what they now are asking of their panel lawyers?

John Perkins 12:06
So what we need most from our panel lawyers really is is geography specific knowledge, as we're doing international work. There are, there's so many particulars we need to be aware of as we execute these these clauses. Fortunately, it hasn't been an impediment so far. But we expect that that could become more complicated as the exhibit evolves. And as our supplier relationships evolve.

Will Richardson 12:27
it's great that you've just brought the geography in because Becky, you were talking about how in 2022 you're going to be expanding around the world, you're talking to the Japanese, etc. I would imagine, I'm not a lawyer, you two are so that's good, you'll be able to answer this, that the geographical areas do have different meanings for for clauses, etc. And how do you and also language as well, when it's translated? How do you come up come up against that?

Becky Clissman 12:57
It's, it's something that we are starting to grapple with at the moment. But the good news is that within our community, the expertise is there. So for example, we have a transpositions team in Latin America, they recently translated all of the clauses into Spanish. And they are now at a point where they're going to start transposing that so actually considering the legislation in the relevant jurisdiction. So Mexico happens to be one, and they will then start making changes to those clauses to make them relevant in their local environment. So it's not it's not for us within TCLP, to say, oh, you should do things this way. The expertise and the knowledge is there. It's about giving them those resources and saying, Okay, what does that mean, for you? Where are the priority sectors within your jurisdiction, what legal agreements are you using? And how can you adapt this wording to be relevant? Because the solutions are broadly going to be the same. So you do need to set a net zero target or net negative target, you do need to do a net zero Transition Plan, you will need to monitor and report the you know, this is not rocket science - you well know this. But it's just about making sure that the way it's drafted takes account of the local contracting conditions and also any regulation.

Will Richardson 14:19
Working in Salesforce, what kind of expertise do these lawyers now need to demonstrate?

John Perkins 14:26
I think any commercial lawyer can very effectively take these clauses and adapt them. One thing that we've noticed, in two respects, I'll explain is that with the brilliance of the TCLP clauses, they're inspirational and they they're also they're great food for thought they they prompt ideas that you might not have found on your own. But when so when I was developing the sustainability exhibit, there was nothing I could use directly but there was a lot that I could that I could update or adapt to my purposes. And quite recently, I was very excited that my team, my team at Salesforce my legal team, we volunteered for TCLP in order to help adjust some of the causes for for the US market. And once again, we proposed changes, but it was very exciting for the team to see all the different ways that they could contribute. And then of course, have this available so that when US Attorneys look at it, it will be a little bit more ready made for them.

Will Richardson 15:17
Yeah. That makes sense. And what a Salesforce's future plans on supply chain sustainability? And have you been affected by The Chancery Lane Project's contribution?

John Perkins 15:29
For the second part is easy! Yes, we've certainly been affected because it's made our lives easier. And we will we expect it will continue to make our lives easier, I believe, I believe there were fewer than 20 clauses when when I came across what they had available. And now there's far more. So that's you've far more to offer all of us who are doing this kind of work, which is fantastic. So thank you. And in terms of what's next for us, it's really just to to propagate this to our supply chain. It's a large priority of ours, we've been very public about it, and we will continue to do so.

Will Richardson 15:56
It's so interesting, isn't it? How, you know, before we started discussing this podcast, I wouldn't have if I'm honest, I wouldn't have thought about the legal side of it. But I read through it, and I was thinking about it and thinking it is really important. You know, we've got our lawyer that's on a retainer. And we've got our little contracts. And I think it is really important that everyone does their bit. And so how can companies, especially SMEs, get involved with the Chancery Lane Project, and effectively implement those clauses?

Becky Clissman 16:31
There are lots of lots of things that people can do, I would suggest that as a starting point, we hold lots of events that introduce people to our clauses so that we've got resources, like videos, and articles, and blogs, and podcasts, all of those things are really great. And once you've had a look at those, the next thing you can do is attend one of our events. So they will teach you, they'll do deep dives on the specific clauses you might be interested in, but also that teaches, you know, people who might not have had exposure to it, what are the key concepts within netzero drafting, and how to adapt the clauses to be relevant in the situation they're thinking about. Also you can, if you want to, you can get involved with drafting or if you're in a different jurisdiction to the UK, you can get involved with being in the transpositions team and making the clauses relevant to your jurisdiction. And it's all about use really, it's, you know, literally pick up a clause, if you don't have to come to an event, you can just pick up a clause, use it, stick it into your agreement. And you know, we're always grateful for the feedback. And if you've used them, then, you know, there might be an opportunity to do a case study with us so that we sort of can amplify what you've done and perhaps tell people in your sector about what you've been doing. In terms of SMEs, although some of the clauses are sort of aimed at the bigger end of the supply chain, there are some clauses like Lula's Board Papers, which help a board understand about the importance of setting a netzero target and the decarbonisation strategy. There's a thiness clause, which is employee climate engagement provisions, you know, looking at what needs to go into employee handbooks. And then there's Rafael's procurement Due Diligence Questionnaire, which again, is something that SMEs may see, you know, their own supply chains require of them. So, there's lots and lots of ways to get involved, I would just say, reach out, take a look at our website, and, you know, come to an event, I think most people come along, we're amazed at the wealth of resources that are there, and what they can do.

Will Richardson 18:32
Do you have to be a lawyer in order to include them in your T's and C's and stuff?

Becky Clissman 18:37
Absolutely not. Thanks for picking up on that. The important thing is, if you, most people, as you said, have some, you know, involvement in contracts, whether they're instructing a lawyer, whether they are signing an agreement, that's always a point where they can say, Hang on a minute, is this contract actually aligned with what my business should be doing on net zero? Or the targets that we've set? And if it isn't, how can it be made to do that? Because once your contract is aligned with that, that's when you start delivering those targets - the contracts are a delivery mechanism for your your targets.

Will Richardson 19:10
So almost trying to break the contracts down into simple terms, isn't it really? What is it that you want to deliver with that contract?

Becky Clissman 19:19
Yeah, that's now you're into the secrets and arts of being a lawyer. And essentially, it's not a dark art, you know, it's just a document that says how you're going to deliver a certain business relationship. It isn't more magic than that. But at the same time, that's a wonderful opportunity to set out how you intend to run your business.

Will Richardson 19:38
We, we actually changed. We didn't like the wording of all of our T's and C's - shouldn't say this in front of you guys. But we basically simplified it all. Because we're because we're a B Corp. And because we, you know, we wanted everyone to understand what it is that we were doing. And then when we got a lawyer on retainer, they did kind of laugh and go, oh my word I can't believe you're actually doing this. It's more complicated than you're making it!

Becky Clissman 20:08
Well, we've we've spent some time recently trying to streamline our clauses. And in fact, in the last week, we've reissued a handful of them already that where we've stripped them down. And we've made them more simple, because we really think that that the clearer it is, the more people are likely to use the clauses. And that's what we want, ultimately, because until these clauses actually get into agreements, they're not actually allowing businesses to tackle their emissions, they're not delivering those Net Zero targets. So it's really important that people use them. So I'm a big fan of plain English drafting, keep it simple. It doesn't need to be complex at all.

John Perkins 20:48
One thing I'd like to point out is that the, the development of our sustainability exhibit was not just legal, it was a multi stakeholder matter. So company leadership, company stakeholders, a lot of people can participate in determining where do we need to put our focus? Where can we find the best opportunities to leverage our relationship with our suppliers, or really across our own company, to promote sustainability? So I would encourage everyone at the company to find their opportunity to participate. And I would encourage legal teams to work cross functionally because if you don't have leadership buy in, if you don't have stakeholder buy in, it's much more difficult. But when you have everyone aligned, it's it's more effective. It's more efficient, and also you will, you will encounter ideas that you wouldn't encounter on your own.

Will Richardson 21:34
John, Becky, thank you so much for joining us today. It's been a really inspiring discussion.

Becky Clissman 21:40
Thank you very much for having me.

Will Richardson 21:42
And if you feel inspired, you'll find details of The Chancery Lane Project and more about our guests in the show description. Plus download links for two very useful papers from Salesforce on how they integrated sustainability into their supply chain, and another called Sustainability Terms from Scratch. There's a link to our website there as well. And if you want to feedback or if you have any questions, please feel free to DM us at Green Element through LinkedIn, Twitter, or Facebook. Thanks so much for listening. I'm Will Richardson from Green Glement. Don't forget to rate and subscribe to the podcast so you don't miss an episode. And we'll be back next month. Until then take care