ESG & Impact

Private Equity, Private Companies and Family Offices 

ESG Commitments & Industry Framework Advice

• Navigating the various evolving industry guidelines, initiatives, methodologies and measurement tools relating to ESG, climate risk and impact, including the UN Sustainable Development Goals (UN SDGs), UN Principles for Responsible Investment (UN PRI), UN Global Compact, Sustainable Accounting Standards Board (SASB), Global Reporting Initiative (GRI) and Task Force for Climate-related Financial Disclosures (TCFD)

Investment Strategy

• Counseling on market trends related to development and implementation of ESG policies and structuring, forming and raising capital for ESG- and impact-focused investment funds

Conflicts Considerations

• Navigating potential conflicts and investment allocation considerations between ESG funds and other product lines

Investor Negotiations & Relations

• Negotiating ESG, impact, climate and other sustainable investment provisions in key documents, such as LPAs, PPMs and side letters, and assisting with ongoing compliance

Governance and Oversight

• Developing ESG and climate policies and procedures and advising on operational implementation, including ESG committee charters and appropriate recordkeeping

Regulatory Counseling & Advocacy

• Counseling on legal and regulatory developments that may affect fund investment strategies, such as SEC oversight related to ESG, DOL and state rules on pension plans considering ESG investments, the EU Taxonomy, tax credit opportunities and other ESG government regulations and incentives
• Advising on “soft regulation” and other investor-led and self-regulatory ESG and climate initiatives
• Representing clients in connection with pending or anticipated changes in ESG regulation, including preparing rulemaking comments or pursuing appeals

Disclosures

• Advising on mandatory and voluntary disclosures to investors and other key stakeholders in investor decks, private offering memorandums, annual reports, promotional materials and other communications

Due Diligence

• Integrating ESG due diligence into legal due diligence in acquisitions consistent with commitments to investors
• Overseeing technical consultants to identify and assess material risks

Portfolio Monitoring

• Preparing tailored portfolio company questionnaires
• Advising on third-party tools for ongoing monitoring of investments and any key performance indicators

Portfolio Financing

• Negotiating ESG lender requirements and advising on sustainability-linked or green loans to facilitate more favorable financing for portfolio companies

Risk Mitigation

• Mitigating material ESG risks in portfolio companies where possible through insurance, indemnities, crisis preparedness and appropriate policies and training

Sale Preparation

• Maximizing sale opportunities by accurately reflecting ESG strengths and opportunities of a portfolio company and tailoring the exit strategy to ESG sensitivities of likely buyers, while preparing to address material ESG risks

Capital Markets, Corporate Governance & Shareholder Activism 

ESG Scorecards

• Analyzing and identifying ways to improve a company’s performance on various ESG scorecards while mitigating legal and compliance risk

Disclosures

• Evaluating and preparing mandatory and voluntary disclosures to investors and other key stakeholders in IPOs, proxy statements, annual reports, sustainability reports and other communications

Regulatory Counseling

• Advising on regulatory developments related to ESG and climate risk (e.g., board diversity requirements, DOL and state rules on pension plans considering ESG investments and cybersecurity and data privacy regulations), including “soft regulation” and other investor-led and self-regulatory ESG initiatives

Investor Engagement

• Understanding evolving investor preferences and voting guidelines on ESG matters, including issues regarding climate change and board diversity, and advising on any related legal and compliance risks

ESG Coalitions and Industry Frameworks

• Navigating the various evolving industry guidelines, initiatives, methodologies and measurement tools relating to ESG and climate risk, including the UN Sustainable Development Goals (UN SDGs), UN Global Compact, Sustainable Accounting Standards Board (SASB), Global Reporting Initiative (GRI) and Task Force for Climate-related Financial Disclosures (TCFD)

Activism Defense

• Taking steps to reduce the risk that ESG topics will be used as wedge issues in activist campaigns

Governance

• Developing tailored ESG and climate policies and procedures and advising on operational implementation, including board committee charters and other governance and oversight mechanisms and appropriate recordkeeping

Advocacy

• Representing clients in connection with pending or anticipated changes in ESG regulation, including preparing rulemaking comments or pursuing appeals

M&A Due Diligence

• Integrating ESG due diligence into legal due diligence in acquisitions and/or overseeing technical consultants to assess material risks

Financing

• Negotiating ESG lender requirements and advising on sustainability-linked loans or green bonds to obtain more favorable financing terms

Government Incentives

• Developing strategies to maximize value from government incentives (e.g., tax credit opportunities relating to carbon capture)

Risk Mitigation

• Mitigating material ESG risks where possible through insurance, indemnities, crisis preparedness and appropriate policies and training

Sale Preparation

• Maximizing sale opportunities by accurately reflecting ESG strengths and opportunities and tailoring the exit strategy to ESG sensitivities of likely buyers, while preparing to address material ESG risks