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Environmental, social and governance (ESG) issues are now top of mind for boards and management of companies across a wide range of industries. Companies are grappling with new and evolving needs and expectations regarding ESG, as communicated by shareholders, employees, customers, suppliers, regulators and the community, as well as rating agencies and standard setters. We help our clients make sense of this rapidly changing area and the opportunities and challenges that can arise. Our team counsels boards, management teams and investors about the ESG environment and related risks. We facilitate strategic decision-making focused on sustainable long-term value creation for shareholders and other stakeholders, and help craft communications and engagement strategies that resonate when reviewed through an ESG lens.

Contacts

Environmental

  • Climate change
  • Greenhouse gas emissions
  • Air and water pollution
 
  • Energy consumption
  • Water usage
  • Waste and recycling
     

Social

  • Workplace and product safety
  • Employee diversity and inclusion, discrimination and fair pay
  • Collective bargaining
 
  • Human rights
  • Conflict regions
  • Charitable contributions and community programs
     

Governance

  • Corporate purpose and stakeholder interests
  • Evaluation and effectiveness
  • Board diversity
  • Executive compensation
 
  • Political contributions and lobbying
  • Bribery and corruption
  • Supply chain
  • Tax strategy 
     

Clients also benefit from our extensive involvement in developing ESG-related policy in the United States and globally and our related thought leadership efforts. For example, members of our team played key roles in drafting the OECD Principles of Corporate Governance and legal commentary addressing John Ruggie’s 2008 report for the UN Human Rights Council on a Framework for Business and Human Rights.

How We Add Value

ENTERPRISE-LEVEL ESG STRATEGY AND HOT TOPICS: We help boards and management understand the demands of the rapidly evolving ESG landscape, as well as the risks and opportunities arising from those developments in light of a company’s particular needs and circumstances.

ESG BENCHMARKING: We provide tailored benchmarking by comparing a client’s ESG-related disclosures, policies and practices against evolving standards, “best practice” and peer companies, and provide related recommendations to help enhance the company’s ESG disclosures, policies and practices in alignment with its strategy and risk appetite as they relate to ESG issues.

ESG DUE DILIGENCE: Our lawyers ensure that ESG issues are subject to appropriate due diligence in the transactional context, including IPOs, M&A, major projects, real estate deals and third-party contracts.

ESG DISCLOSURE AND RELATED RISKS: We review and advise on disclosures for inclusion in SEC filings, sustainability reports and corporate websites. This includes counsel on risk factors, emerging standards related to new required and voluntary disclosures, and information requested by shareholders and non governmental groups such as the Task Force on Climate-related Financial Disclosures, Global Reporting Initiative, International Integrated Reporting Council, Sustainability Accounting Standards Board and CDP (formerly known as the Carbon Disclosure Project). We also counsel on litigation, regulatory, reputational and other risks that could arise from such disclosures.

SHAREHOLDER PROPOSALS RELATING TO ESG ISSUES: Our lawyers review shareholder proposals relating to ESG topics for procedural and substantive deficiencies, negotiating with proponents as to possible withdrawal, requesting no-action relief to exclude and statements in opposition for inclusion in the proxy statement, and analyzing likely support for proposals by proxy advisory firms and key institutional investors.

SHAREHOLDER ENGAGEMENT ON ESG ISSUES: We counsel companies on shareholder engagement on ESG issues, including “rules of the road” for engagement meetings and disclosure around engagement efforts.

BOARD OVERSIGHT OF COMPANY ENGAGEMENT ON POLITICAL AND SOCIAL ISSUES: We advise about risks and opportunities that may arise if a company and/or its leaders engages, or remains silent, on a potentially divisive political or social issue, and related policies and procedures for deciding which issues to engage on, who will engage and how, and factors to consider in making such decisions.

RESPONSIBLE INVESTMENT POLICIES: We assist investment companies with developing responsible investment policies, including incorporating ESG factors into due diligence, investment research strategies, portfolio development, proxy voting and monitoring.

COMPLIANCE PROGRAMS AND ESG-RELATED POLICIES AND PROCEDURES: Our lawyers assess compliance programs, policies and procedures, and advise on potential enhancements in alignment with corporate strategy, ethical culture and legal, regulatory and best practice requirements and expectations.