Sustainability & Environmental, Social and Governance (ESG)
Notable Representations, Key Contacts
The Sustainability and ESG Landscape
Driven by a variety of societal, political, regulatory and market trends, the global focus on sustainability and ESG 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 sustainability and ESG 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 sustainability and ESG issues can be complex and inconsistent despite clear momentum and intense pressure for businesses and investors to incorporate sustainability and ESG considerations into companies’ operations. The regulatory landscape is rapidly moving towards heightened disclosure requirements, increased scrutiny of sustainability claims and more frequent “greenwashing” allegations.
We take an integrated and holistic approach to partnering with our clients to evaluate their business goals, assess impacts, risks and opportunities and provide sound business judgment and guidance on compliance with applicable regulations, market trends and investor expectations. Our Sustainability & ESG group comprises lawyers across the full spectrum of practice areas, including attorneys with deep subject matter expertise on sustainability and ESG topics.
Our Capabilities
Corporate Governance and Best Practices
- Provide strategic advice regarding sustainability and ESG issues at all stages of a company’s lifecycle, including at private equity portfolio companies, IPO companies and mature issuers
- Counsel on effective oversight of sustainability and 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 risk analysis relating to sustainability-related disclosures, marketing materials and other sustainability claims
- 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 and 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.
- Perform due diligence and assess transactional risk, and negotiate transactional documents
- Advise on all aspects of the collection and processing of personal data including the use of AI-related products and services
- Represent clients in privacy-related litigation and regulatory investigations
- Advise on crisis planning and response in relation to cybersecurity breaches
- Advise management and boards on global privacy compliance and risk management
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 and energy transition impacts
- Identify and advise on emerging business risks and opportunities associated with changing environmental policies driven by sustainability and ESG-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 sustainability reporting requirements in the U.S. and Europe
- Help clients formulate and implement ESG disclosure programs that address stakeholder concerns and foster engagement in a dynamic and constantly evolving regulatory ESG framework
- Advise on ESG-related disclosure policies, procedures and controls, and related oversight
- 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 (including double materiality)
Diversity and Human Capital Management
- Work with sponsors and their portfolio companies, boards and committees to develop DEI, human capital management and human rights policies, procedures and controls and advise on oversight of such issues, including employee engagement and culture
- Review DEI programs and policies in light of litigation developments and related scrutiny
- Counsel on proxy statement disclosures and advise on diversity reporting requirements
- Advise on pay gap and other human capital shareholder proposals
- Counsel on annual report, proxy statement and sustainability report disclosures relating to DEI, human capital management, human rights and conflict minerals
- Advise on employment litigation governance, disclosure and other considerations
- Undertake racial equity and similar reviews
- Counsel on compliance with whistleblower regulations including with respect to employment and separation agreements
Sustainability and Impact Focused Funds
- Advise on formation of sustainability and impact focused funds
- 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 regulatory oversight and compliance relevant for private fund sponsors
- Counsel on all aspects of the Sustainability Financial Reporting Directive
- Represent issuers and financial institutions in connection with green and sustainability-linked bonds
Litigation, Investigations, Enforcement and Regulatory Reviews
- Counsel sponsors, boards and management on sensitive internal investigations, internal employment compliance audits, whistleblower claims and "greenwashing" allegations by regulators and private plaintiffs relating to environmental and/or social claims in advertising, ESG reporting, and other company communications
- 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) and arbitration related to ESG matters
- Advise on current and future ESG-related regulations, voluntary frameworks and industry guidance
- Advise clients on litigation risk management and strategy, including implementation
Shareholders and Investor Engagement
- Advise on the full spectrum of complex challenges that may arise from ESG-focused activism
- 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
Transactions and Due Diligence
- Conduct due diligence across varied business sectors and jurisdictions, including the full spectrum of ESG-related regulations and other red flags, such as environmental matters, labor and employment issues, supply chain management, human rights, antitrust, anti-bribery and anti-corruption, anti-money laundering, export controls, sanctions, data security and cybersecurity
- Deliver innovative strategies that address the unique challenges faced by private and public investors, energy companies, project sponsors, lenders, and technology suppliers operating in oil and gas, power and renewables, and the rapidly evolving energy transition spaces
- Coordinate with third-party consultants to ensure integration into the overall transaction process
- Advise strategic and financial buyers, private equity portfolio companies and pre-IPO companies on implementing governance structures and ESG strategies, including policies, procedures, controls and risk management processes
Key Contacts
See list of lawyers globally
Shortcut Links
Ranked Band 1 for Environment: Mainly Transactional in D.C.
Chambers USA 2022
Ranked Tier 1 for Environment: Transactional
Legal 500 US 2023
Annemargaret Connolly Ranked Band 1 for Environment: Mainly Transactional in D.C.
Chambers USA 2023
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
Speaking Engagements, Latest Thinking, Firm News & Announcements
Speaking Engagements
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Substantiation of Marketing Claims
Speaker(s):
Morgan Donoian MacBride
August 7, 2024 — ESG Legal Essentials: Making Sense of an Increasingly Complex Legal Landscape Program – Weil Complex Commercial Litigation counsel Morgan MacBride participated in a webinar discussing essential guidance on adhering to green marketing regulations while maintaining brand integrity, titled “Substantiation of Marketing Claims,” as part of ESG Legal Essentials: Making Sense of an Increasingly Complex Legal Landscape Program.
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ABA International Law Section 2024 Annual Conference
Speaker(s):
Adé Heyliger
May 9, 2024 — Washington, DC — Weil Public Company Advisory Group partner Adé Heyliger is speaking on a panel titled "Preparing for the Unexpected: Understanding the Divisive Issues Framework" as part of the ABA International Law Section 2024 Annual Conference.
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Practising Law Institute’s (PLI) Corporate Governance – A Master Class 2024
Speaker(s):
Adé Heyliger
April 25, 2024 — New York, NY — Weil Public Company Advisory Group partner Adé Heyliger spoke on a panel titled "Continued Focus on the Nominating and Governance Committee" as part of the Practising Law Institute’s (PLI) Corporate Governance – A Master Class 2024.
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Weil’s Earth Month Program
Speaker(s):
Matthew D. Morton
April 15, 2024 — Weil Regulatory Transactions partner Matthew Morton moderated a panel discussing the future of climate change and sustainable development featuring Dr. Adil Najam, President of the World Wildlife Fund (WWF) International and Dean Emeritus and Professor at the Pardee School of Global Studies at Boston University as part of Weil’s Earth Month Program.
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NACD Chief Legal Officer Advisory Council Meeting
Speaker(s):
Adé Heyliger and
Lyuba Goltser
March 15, 2024 — Public Company Advisory Group partner Adé Heyliger spoke on a panel titled “A Framework for Navigating 2024” as part of the NACD Chief Legal Officer Advisory Council Meeting, where Public Company Advisory Group Co-Head Lyuba Goltser also attended.
Latest Thinking
- The Big Three & ESG: A Guide to BlackRock, State Street & Vanguard Proxy Voting Policies & Guidance on Key ESG Issues Alert — By Lyuba Goltser, Rebecca Grapsas and Eleni Samara — PDF — May 2024
- Navigating Cybersecurity Reporting Obligations in the EU and the UK Alert — By Barry Fishley and Chloe Kite — PDF — April 2024
- A Divided FTC Issues Final Rule on Non-Competes – Caution is Warranted Although the Rule May Not Survive Legal Challenges Alert — Weil Alert — By John P. Barry, Jeffrey H. Perry, Eric S. Hochstadt and Mark A. Perry — PDF — April 24, 2024
- Quarterly Review of Corporate Governance and Public Company Disclosure Developments Publication — By Howard B. Dicker, Adé Heyliger, Alicia Alterbaum and Rachel Alpert — PDF — April 15, 2024
- Sustainability & ESG Quarterly Roundup Alert — By Rebecca Grapsas, John P. Barry, Lyuba Goltser, Olivia J. Greer, Rebecca Sivitz, Annemargaret Connolly, Matthew D. Morton, Robert Stern, James Bromley, Christopher Marks, Marc Schubert, Amy Waddington and Romain Ferla — PDF — April 2024
Firm News & Announcements
- Jacky Kelly and Rob Powell Recognized as 2024 Social Mobility: Private Practice Champions of the Year Firm Announcement — April 25, 2024
- Robert Niles-Weed Named a 2024 Rising Star by Minority Corporate Counsel Association Firm Announcement — April 24, 2024
- Olivia Greer Profiled by Law360 Following Her Appointment as Head of U.S. Privacy & Cybersecurity Firm Announcement — April 22, 2024
- Weil Advises General Atlantic’s BeyondNetZero Fund on Investment in GRESB Deal Brief — April 19, 2024
- Weil Continues Growth in Houston with Return of Jacqui Bogucki Press Release — April 15, 2024