Relevant Facts from Parts I and II

• You and two friends incorporated a company that offers a B2B (business-to-business) platform to help farmers in Delaware, California, and New Jersey transport their goods to restaurants operating in the farm-to-table space.
• The company is calledFarm-to-Table Trucking, Inc.and that it is duly incorporated in Delaware.
• Farm-to-Table Trucking, Inc. is a sort of Uber for Delaware chicken, California asparagus, and New Jersey blueberries.
• The company owns a fleet of 250 trucks. It also outsources to independent truck drivers, using an Uber-style business model.
• The company operates in the 48 states in the continental United States.
• The company went public last year in an IPO and it iscurrently traded on the New York Stock Exchange.
• Transportation of fresh fruits, vegetables, and chicken creates a number of food safety risks.

Additional Facts and Readings - For Part III

You are currently the Chief Operations and Compliance Officer for Farm-to-Table Trucking. BlackRock, one of Farm-to-Table's largest institutional investors sent the following letter to the board of directors:Larry Fink - BlackRock, Letter to CEOs

Actions

. Black Rock-manged funds currently own 11% of the outstanding shares of Farm-to-Table. The board is particularly concerned about the following two sections of Fink's letter, which deal with Environmental, Social, and Corporate Governance ("ESG") issues:

• Capitalism and sustainability
• Empowering clients with choice on ESG votes

In addition, the board has asked you to review the following documents:

• John G. Smith,Truck Fleets Play Growing Role in Customer ESG Commitments, Truck News (May 11, 2022)
• Antea Group,ESG and Trucking Fleet Management: A Breakdown(September 26, 2022)
• Expeditors, 2020 Sustainability Report
• PACCAR -SASB-ESG Report(February 2022)
• ArcBest, 2021 ESG Report
• Frank Aquila et al, An ESG Playbook for Post-Pandemic M & A (S&C, 2020)

See also: Week 13: ESG - Environmental, Social, and Corporate Governance

You may also want to review:

• Week 9: Securities Regulation and the Capital Markets
• Week 10: Mergers and Acquisitions: General
• Week 11: Mergers and Acquisitions - Public Companies

Questions

The board of directors has asked for a memo addressing:

• Describing what you consider are the five ESG-related risks (e.g., reputational, financial, legal) that you believe pose the greatest risk to the company over the next five years.
• Explaining why you chose those five ESG risks
• Describing a general strategy for minimizing ESGrisksAND maximizing ESGopportunities, with a particular focus on the company's risks vis--vis:
  • Shareholders
  • Customers
  • Employees
  • Regulators
  • Note: when discussing ESG opportunities, please give special attention to the following two readings:
    • Expeditors, 2020 Sustainability Report
    • ArcBest, 2021 ESG Report
• Describing the risks associated with acquiring other companies in the trucking industry. For this last part of the memo, you should focus onFrank Aquila et al, An ESG Playbook for Post-Pandemic M & A (S&C, 2020).