Environmental, Social and Governance (ESG)

Gibson Dunn’s ESG practice provides holistic and sophisticated advice to clients on their corporate responsibility and environmental, social and governance (ESG) risks and opportunities.

Clients are facing increasing calls from stakeholders and regulators, as well as within their own organizations, to proactively address ESG across their business footprint. In practical terms, this means grappling with a complex web of developments across jurisdictions, as well as growing industry guidance and regulatory scrutiny, and management of legal, reputational and litigation risk; all while addressing public disclosure requirements and calls for greater transparency.

Our ESG practice is a multidisciplinary, international team leveraging lawyers from across the firm practicing in the areas of litigation, corporate governance, corporate transactions, finance, compensation, information security, tax and business and human rights. We engage in constant collaboration and leadership across these disciplines in recognition of the universal nature of these issues for our clients. We offer seamless and integrated advice – collaborating with our ESG colleagues across the global firm.

Key aspects of our practice include:

GOVERNANCE, POLICY, STRATEGY & ENGAGEMENT

• Advising clients on the adoption, embedding and implementation of global governmental and industry standards
• Advising boards and their committees on developing jurisprudence, effective governance, corporate culture and oversight of ESG risks and opportunities
• Advising boards and management on the expectations of ESG-related regulatory requirements on institutional investors and proactive engagement with stakeholders
• Supporting clients in their responses to ESG-focused shareholder activism, including shareholder proposals, and proactively addressing investor requirements
• Assisting boards on setting targets and designing and implementing appropriate monitoring systems for ESG protocols, policies and regulations
• Undertaking due diligence assessments for companies on key ESG focus areas with a view to advising on developing ESG governance roadmaps and strategies

REPORTING & DISCLOSURES

• Advising on voluntary disclosures, commitments including in SEC filings, sustainability reports and website pages, by energy and other companies regarding achieving carbon emission reductions and other ESG initiatives
• Advising on mandatory disclosures including compliance with amendments to Regulation S-K regarding human capital disclosures, the UK Modern Slavery Act, non-financial reporting directive, gender pay gap reports and upcoming mandatory Task Force on Climate-related Financial Disclosures (TCFD)
• Advising on evolving standards including analyzing how to respond to calls to disclose additional information under the TCFD and Sustainability Accounting Standards Board (SASB)
• Advising on evolving metrics and financial reporting standards

LITIGATION, INVESTIGATIONS & DISPUTE RESOLUTION

• Representing clients in civil litigation (including class actions and securities actions) as well as criminal and administrative proceedings on matters such as the environment, supply chain and climate change, as well as misrepresentation claims for sustainable products (alleged “greenwashing,” for example)
• Advising on relevant internal and external investigations, with holistic support for crisis management and engagement with stakeholders and regulators
• Acting for clients in OECD National Contact Point proceedings, pursuant to the OECD Guidelines for Multinational Enterprises
• Acting for clients in international commercial and investor-state arbitration proceedings

TRANSACTIONAL SUPPORT SOLUTIONS

• Developing and implementing ESG tailored buyer/vendor due diligence models
• Identifying ESG value impacts and risks on acquisitions, investments and lending for both investors, targets, buyers, lenders and borrowers
• Advising buyers and sellers on risk mitigation tools (including insurance solutions) and integration strategies in the context of ESG-related issues
• Advising pre-IPO companies on devising and implementing ESG strategies including relevant corporate policies, governance structures and executive compensation packages that use ESG metrics

ENERGY TRANSITION

• Advising on energy transition strategies, understanding net zero targets and managing the transition
• Advising on the development of M&A and joint venture advice relating to renewable, clean and alternative energy projects, including carbon capture, use and storage, and hydrogen production
• Advising on the transition of the shipping industry from traditional fuels to the use of liquefied natural gas (LNG) as bunker fuel

SUSTAINABLE FINANCE

• Advising on all aspects of sustainable financing including ESG-linked loans, sustainability-linked or “green” loans, sustainable supply chain financing and financing energy transition and renewable energy projects
• Advising on ESG considerations in connection with IPOs and other capital markets transactions and ESG-related products, such as green bonds, social bonds and sustainability-linked bonds

SUSTAINABLE INVESTMENT

• Advising asset and private fund managers about the expectations of institutional investors including sovereigns and differing reporting requirements
• Advising asset and private fund managers on developing and implementing ESG-related investment policies and investor engagement policies with respect to ESG matters
• Advising on the implementation of ESG-related regulatory requirements, including the European Disclosures Regulation and Taxonomy Regulation
• Advising asset owners and raising awareness of managers on stewardship obligations on asset owners including new and upcoming legal requirements

HUMAN CAPITAL

• Advising boards and management on inclusion and diversity, mandatory and voluntary diversity and compensation reporting (including gender and ethnicity pay gap reporting, CEO pay ratios) and equal pay issues
• Advising boards and management in relation to complaints of whistleblowing, discrimination, bullying and harassment and conducting investigations in relation thereto
• Advising boards and management on the drafting and implementation of executive compensation strategies and policies
• Advising boards and their committees on developing best practices in relation to employee and community engagement, whistleblowing, inclusion and diversity, health & safety and working conditions
• Advising boards on supply chain diligence and management, data ethics and information security

CORPORATE TAX STRATEGY

• Advising companies on all tax risk management matters (including tax policy, transparency (for example, the EU mandatory disclosure rules (known as DAC6)), governance and tax authority engagement processes)
• Advising companies with regards to the legal aspects of transfer pricing matters
• Advising companies with regards to corporate and supply chain tax structuring
• Assisting clients with evaluating the sustainability and longevity of tax structures and investments, including advising companies on the OECD’s Base Erosion and Profit Shifting (BEPS) standards and initiatives

THIRD PARTY RATINGS & ESG SCORING

• Reviewing and analyzing ESG ratings reports, such as ISS’s Governance QualityScore and Environmental and Social Disclosure QualityScore and MSCI’s ESG Ratings Report, and Sustainalytics reports
• Advising on development of bespoke scoring or rating methodologies

In addition, our ESG practice offers bespoke training, educational awareness sessions and practical workshops for senior executives and directors on a range of topics supporting the ESG objectives of our clients and offering insights on best practice and ESG-related developments including in relation to investigations and enforcement trends, compliance and strategies, and whistleblowing.

Members of our practice actively engage in external forums on ESG and ESG-related matters and support and impact various sustainable not-for-profit groups through thought leadership and pro bono work.