Sustainability & Environmental, Social and Governance (ESG) Advisory
Notable Representations, Key Contacts
The ESG Landscape
Driven by a variety of societal, political, regulatory and market trends, the global focus on sustainability and environmental, social and governance issues has become increasingly acute. Business risks and opportunities involving the impact of climate change, sustainability and human capital matters continue to significantly affect the marketplace and the flow of capital. Public and private companies and private equity sponsors alike are proactively assessing and addressing ESG and sustainability issues across their businesses and investments and looking critically at their impact on the communities in which they operate. More than ever before, businesses are taking into consideration the interests of diverse stakeholders. Moreover, companies are seeking ways to lower their cost of capital by accessing “green” and “sustainability-linked” financings.
Industry, regulatory and investor guidance on ESG and sustainability issues can be complex and inconsistent despite clear momentum and intense pressure for businesses and investors to incorporate ESG and sustainability considerations into companies’ operations. The regulatory landscape is rapidly advancing.
We take an integrated and holistic approach partnering with our clients to evaluate their business goals, assess risks and opportunities and provide sound business judgment and guidance on compliance with applicable regulations, market trends and investor expectations. Our ESG Advisory group comprises lawyers across the full spectrum of practice areas.
Our Capabilities
Corporate Governance and Best Practices
- Provide strategic advice regarding ESG issues at all stages of a company’s lifecycle, including establishing the governance framework for private equity portfolio companies, IPO companies and mature issuers
- Counsel on effective oversight of ESG matters
- Assist in the design and implementation of ESG oversight and risk monitoring systems that meet the expectations of regulators, investors, employees and other stakeholders
- Conduct board evaluations and advise on board composition, skills and diversity considerations
- Advise on stakeholder matters and assist clients with identifying, prioritizing and managing ESG issues that matter to a broad array of stakeholders
Crisis Management
- Respond rapidly and effectively to special challenges – the discovery of financial statement errors, shareholder activism, planned or unplanned CEO and leadership succession, government investigations and financial distress
- Counsel with respect to the full breadth of issues arising from mergers, acquisitions, corporate restructurings and bankruptcies
- Partner with clients to manage legal, reputational impact
Data Privacy & Cybersecurity
- Provide comprehensive counseling on the full spectrum of data privacy laws in the U.S., Europe and the U.K.
- Advise on matters including compliance and risk management, performing due diligence, assessing transactional risk and negotiating transactional documents, privacy-related litigations and regulatory investigations and data breach response
- Advise management and boards on global privacy compliance matters
Environmental, Health and Safety Matters
- Unparalleled experience advising on the environmental, health and safety aspects of acquisitions, divestitures, financings, restructurings and securities offerings in a broad spectrum of business sectors throughout the world, including regulatory and physical risks presented by climate change
- Identify and advise on emerging business risks and opportunities associated with changing environmental policies driven by ESG and sustainability-related concerns
Disclosure and Reporting; ESG Ratings
- Counsel on private fund reporting disclosure and reporting to limited partners as well as in the public sphere
- Advise on public company reporting and listing rule compliance, as well as key disclosure trends
- Assist clients with voluntary and mandatory disclosures to ensure compliance with federal securities laws and reporting requirements and evolving financial reporting standards
- Help clients formulate and implement ESG disclosure programs that address stakeholder concerns and foster engagement in a dynamic and constantly evolving regulatory ESG framework
- Provide our clients “early warning” of new developments and emerging trends to help them prepare for change
- Review third party ESG reports
- Advise on ESG materiality assessments
Diversity and Human Capital Management
- Work with sponsors and their portfolio companies, boards and committees to develop best practices in relation to developments and demands on diversity and human capital issues, employee engagement and culture
- Counsel on proxy statement disclosures and advise on updated listing diversity reporting requirements
- Advise on pay gap and other human capital shareholder proposals
- Counsel on compliance with Regulation S-K human capital disclosures
- Advise on employment litigation governance, disclosure and other considerations
Impact Investing and ESG Funds, and Sustainability-Linked Financing
- Advise on impact, diversity-focused and other ESG-related fund formation
- Counsel clients on integrating ESG considerations, criteria and standards into fund strategies and documentation
- Negotiate relevant terms with investors, including ESG-related measurement, reporting and excuse provisions
- Develop ESG-related policies and procedures at the investment, fund and sponsor levels
- Assist clients with navigating SEC oversight and compliance relevant for private fund sponsors
- Represent issuers and financial institutions in connection with green and sustainability-linked bonds
Litigation, Investigations and Regulatory Reviews
- Counsel sponsors, boards and management on sensitive internal investigations, internal employment compliance audits, whistleblower claims and claims relating to ESG reporting
- Assist Boards of Directors and Special Board Committees with internal investigations, governmental investigations and litigation (including securities, class action and derivative litigations arising out of M&A transactions involving affiliated entities)
Shareholders and Investor Engagement
- Create strategies to effectively communicate ESG milestones to investors
- Advise on impact of evolving stakeholder concerns, including institutional investor and proxy advisory firm policies
- Counsel on conflicts of interest and transactions with controlling shareholders
- Advise on engagement with active shareholders and seek to understand their objectives and help our clients work to achieve resolution that is successful to all parties
- Advise on takeover defenses
- Assist with the management of and response to shareholder proposals
Transactional Support and Due Diligence
- Conduct full scale ESG-related due diligence across varied business sectors and jurisdictions
- Facilitate and coordinate third party ESG due diligence to ensure integration into overall transaction process
- Advise strategic and financial buyers, private equity portfolio companies and pre-IPO companies on implementing governance structures and ESG strategies
- Review ESG related disclosure
Latest Thinking
- On a ‘Collision Course’: When ESG Efforts Result in Public Nuisance Litigation Publication — National Law Journal — By Drew Tulumello and Arianna Scavetti — PDF — December 07, 2022
- SEC Targets “Greenwashing” by Investment Funds: More Proposals on the SEC ESG Agenda Alert — Governance & Securities — By Lyuba Goltser, Adé Heyliger, Robert Stern, David E. Wohl and John H. Bradshaw — PDF — June 21, 2022
- Recent Decision Regarding “Sustainably Sourced” Labeling and Consumer Deception Alert — Class Action Monitor — By Drew Tulumello and Arianna Scavetti — PDF — April 07, 2022
- Heads Up for the 2022 Proxy Season: Key Disclosure and Engagement Topics Alert — Governance & Securities — PDF — January 28, 2022
Shortcut Links
Ranked Band 1 for Environment: Mainly Transactional in D.C.
Chambers USA 2022
Ranked Tier 1 for Environment: Transactional
Legal 500 US 2022
Environmental Head Annemargaret Connolly Ranked Band 1 for Environment: Mainly Transactional in D.C.
Chambers USA 2022
Clients note that the Firm is “top-notch”
Chambers USA
Named National Tier 1 Environmental Law Practice
U.S. News – Best Lawyers “Best Law Firms” Survey 2022*
* Best Lawyers (in America) is by Levine Leichtman Capital Partners
Guides and Resources, Speaking Engagements, Firm News & Announcements, Latest Thinking
Speaking Engagements
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ESG Promises: Growing Litigation Risks, Best Practices in ESG Oversight and Disclosure
Speaker(s):
Lyuba Goltser,
P.J. Himelfarb and
Stacy Nettleton
March 24, 2022 — Part of Weil’s 2022 Governance & Disclosure Webinar Series
Firm News & Announcements
- Weil Recognized as a Real Deals Future 40: ESG Innovator Press Release — January 26, 2023
- Weil Advised Brookfield Asset Management on Formation of Brookfield Global Transition Fund Deal Brief — June 22, 2022