Environmental, Social and Governance (ESG)

LEADERS

Overview

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.

RECENT PUBLICATIONS

Webcast: Environmental Update 2024

-February 27, 2024

Gibson Dunn Environmental, Social and Governance Update (January 2024)

-February 15, 2024

Eleven Gibson Dunn Attorneys Named in 2024 Lawdragon Green 500: Leaders in Environmental Law

-February 2, 2024

Gibson Dunn Environmental, Social and Governance Update (Winter 2023)

-January 10, 2024

The State of Louisiana Is Granted Primacy Over Class VI Wells

-January 8, 2024

CFTC Issues Proposed Guidance Regarding the Listing of Voluntary Carbon Credit Derivative Contracts

-December 21, 2023

Gibson Dunn Recognized in The Legal 500’s Asia Pacific Green Guide 2024

-December 20, 2023

Webcast: The Role of ESG in U.S. Capital Markets

-December 7, 2023

EPA Issues Methane Rule for Oil and Gas Sector: Practical Takeaways for Industry

-December 5, 2023

Considerations for Preparing Your 2023 Form 10-K

-December 1, 2023

IRS and Treasury Issue Proposed Investment Tax Credit Regulations for Energy Property

-December 1, 2023

Form 10-K Human Capital Disclosures Continue to Evolve

-November 21, 2023

Gibson Dunn Environmental, Social and Governance Update (October 2023)

-November 13, 2023

New Initiatives Will Advance Corporate Biodiversity Reporting

-October 26, 2023

Carbon Markets Update – Q3 2023

-October 24, 2023

Webcast: Recent European Union ESG and AI Developments and the Impact on U.S. Businesses

-October 24, 2023

Gibson Dunn Environmental, Social and Governance Update (September 2023)

-October 18, 2023

European Commission Launches Consultation on the Sustainable Finance Disclosure Regulation

-October 17, 2023

Updated Summary of Director Education Opportunities Available (October 2023)

-October 11, 2023

Colorado Attorney General Upholds Commitment to Diversity, Equity, and Inclusion in Formal Legal Opinion

-October 9, 2023

California Passes Climate Disclosure Legislation

-September 27, 2023

ESG And The Board: Avoiding Risky Business

-September 20, 2023

Gibson Dunn Environmental, Social and Governance Update (August 2023)

-September 12, 2023

IRS and Treasury Issue Proposed Regulations Providing Guidance on Prevailing Wage and Apprenticeship Requirements Applicable to Clean Energy Credits

-September 6, 2023

European Corporate Sustainability Reporting Directive (CSRD): Key Takeaways from Adoption of the European Sustainability Reporting Standards

-August 23, 2023

Gibson Dunn Environmental, Social and Governance Update (July 2023)

-August 10, 2023

Carbon Markets Update – Q2 2023

-July 28, 2023

Shareholder Proposal Developments During the 2023 Proxy Season

-July 25, 2023

Attorneys General of 13 States Issue Warning to Fortune 100 Companies Regarding Their Diversity and Inclusion Programs in Wake of Supreme Court’s Decision Overturning Affirmative Action in Higher Education

-July 18, 2023

Gibson Dunn Environmental, Social and Governance Update (June 2023)

-July 11, 2023

IRS and Treasury Issue Proposed Regulations Providing Initial Guidance on Direct Payments for Clean Energy Credits

-June 29, 2023

Gibson Dunn Recognized in the 2023 Chambers Crisis & Risk Management Guide

-June 28, 2023

IRS and Treasury Issue Proposed and Temporary Regulations Providing Initial Guidance on Transferability of Clean Energy Credits

-June 21, 2023

Gibson Dunn Environmental, Social and Governance Update (May 2023)

-June 13, 2023

Webcast: Carbon Markets and the Voluntary Market

-June 8, 2023

Russia in the European Court of Human Rights – Recent Decisions May Impact Rights of Investors

-May 30, 2023

IRS and Treasury Issue Notice 2023-38 Providing Initial Guidance on “Domestic Content” for ITC- and PTC-eligible Projects

-May 17, 2023

Child and Forced Labor Risks Global Task Force

-May 17, 2023

Gibson Dunn Environmental, Social and Governance Update (April 2023)

-May 10, 2023

Los Angeles County’s Single-Use Plastic Regulation for Restaurants and Delivery Services Went Into Effect Yesterday

-May 2, 2023

Candice Choh and Perlette Jura Named Among Los Angeles’ 2023 Most Influential Women Attorneys

-April 17, 2023

IRS and Treasury Release Update to Notice 2023-29 on “Energy Community” Bonus for ITC- and PTC-eligible Projects

-April 12, 2023

Gibson Dunn Environmental, Social and Governance Update (March 2023)

-April 6, 2023

Carbon Markets Update – Q1 2023

-April 4, 2023

UK Antitrust Authority Releases Guidance on Sustainability Collaborations

-March 15, 2023

Webcast: 2023 Environmental Update

-February 15, 2023

Eight Gibson Dunn Attorneys Named in 2023 Lawdragon Green 500: Leaders in Environmental Law

-February 7, 2023

Congressional Investigations in the 118th Congress: ESG, China, and the Biden Administration Take Center Stage

-January 13, 2023

Self-Reporting to the Authorities and Other Disclosure Obligations: The US Perspective

-January 11, 2023

Evolving Human Capital Disclosures

-January 9, 2023

Considerations for Preparing Your 2022 Form 10‑K

-January 9, 2023

Adoption of a New Global Biodiversity Framework – Key Takeaways for Global Organizations and Financial Firms

-January 6, 2023

Omnibus Electric Vehicle Update

-January 5, 2023

Carbon Markets Update – Q4 2022

-December 19, 2022

Webcast: Executive Compensation Updates and Trends: What You Need to Know

-December 16, 2022

Webcast: What’s Next? The Legislative and Policy Landscape in the 118th Congress

-December 14, 2022

Webcast: Considerations for Preparing Your 2023 Proxy Statement

-December 12, 2022

Calif. EV Battery Recycling Plans Could Set National Trend

-December 9, 2022

Energy Charter Treaty – Recent Developments

-December 5, 2022

Webcast: Considerations for Preparing Your 2022 Form 10-K

-December 5, 2022

European Union’s Corporate Sustainability Reporting Directive — What Non-EU Companies with Operations in the EU Need to Know

-November 29, 2022

Net Zero Commitments – UK Regulatory Guidance

-November 18, 2022

Proposed Amendment to Federal Acquisition Regulation Would Require Contractors to Disclose Greenhouse Gas Emissions, Emissions Reduction Targets, and Climate-Based Financial Risks

-November 15, 2022

FRC report: challenge for businesses on net zero

-November 14, 2022

ESG ratings: key considerations for stakeholders

-September 29, 2022

Webcast: How ESG Can Inform International Trade Compliance, and Vice Versa

-September 20, 2022

EU to Ban Forced Labour Products

-September 12, 2022

The Inflation Reduction Act Includes Significant Benefits for the Carbon Capture Industry

-August 16, 2022

2022 Mid-Year Securities Enforcement Update

-August 11, 2022

Energy Industry Reacts to SEC Proposed Rules on Climate Change

-August 10, 2022

Inflation Reduction Act of 2022 Would Modify the Tax Treatment of Carried Interests, Include a Corporate Minimum Tax, and Expand Clean Energy Tax Incentives

-July 29, 2022

Shareholder Proposal Developments During the 2022 Proxy Season

-July 11, 2022

Supreme Court Upholds Limits On Environmental Protection Agency’s Authority To Shift Sources Of Energy Production

-June 30, 2022

Gibson Dunn Recognized in Three Categories in Chambers Crisis & Risk Management 2022

-June 29, 2022

Updated Summary of Select Director Education Opportunities Available (Q2 2022)

-June 29, 2022

Webcast: Is Becoming a Public Benefit Corporation Right for Your Company?

-June 28, 2022

Enforcement of the Uyghur Forced Labor Prevention Act Begins in the United States

-June 23, 2022

Webcast: The Role of ESG in Capital Markets

-May 19, 2022

Webcast: Understanding the SEC Rule Proposal on Climate Change Disclosure

-April 21, 2022

New Sustainability Measures for the Textiles Sector

-April 20, 2022

Summary of and Considerations Regarding the SEC’s Proposed Rules on Climate Change Disclosure

-April 15, 2022

Russia’s Suppression of the Media Violates Its International Law Obligations

-March 24, 2022

Update on UN Roadmap for a New Global Plastics Treaty

-March 21, 2022

Carbon-Neutral LNG

-March 16, 2022

European Commission Proposes Far-Reaching Human Rights and Environmental Due Diligence Obligations

-March 11, 2022

Webcast: 2022 Environmental Update

-February 9, 2022

German Corporate Law 2022: At the Cross-Roads of Continued Globalization and Keeping Your Own House in Order

-February 2, 2022

Update on Mandatory Human Rights Due Diligence: Groundbreaking New York Fashion Sustainability Legislation Proposal, While EU Initiative Stalls

-January 27, 2022

BlackRock, Vanguard and State Street Update Corporate Governance and ESG Policies and Priorities for 2022

-January 25, 2022

Considerations for Preparing Your 2021 Form 10-K

-January 21, 2022

UK Financial Services Regulation – 2021 Year-End Review

-January 19, 2022

The Uyghur Forced Labor Prevention Act Goes Into Effect in the United States

-January 14, 2022

2021 Year-End German Law Update

-January 13, 2022

Webcast: 2022 SEC Disclosure & Proxy Season Outlook

-January 12, 2022

Discussing Human Capital: A Survey of the S&P 500’s Compliance with the New SEC Disclosure Requirement One Year After Adoption

-November 10, 2021

The UK Financial Services Regulators’ Recent Push on the ‘S’ in ESG

-October 27, 2021

The French Government Is Required to Take Measures to Compensate for Ecological Damage for Which It Is Responsible

-October 25, 2021

U.S. House Ways and Means Committee Proposes Substantial Extension and Expansion of Clean Energy Tax Incentives

-October 13, 2021

COP15: Biodiversity Firmly Back on the Regulatory Agenda

-October 12, 2021

UK CMA Adopts Green Claims Code and Consults on Environmental Sustainability: Time for a Compliance Review

-October 7, 2021

SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond

-September 20, 2021

Webcast: Global Perspectives on the Development and Implementation of the 2021 Revised Sustainability-Linked Loan Principles and Future Trends in Sustainability-Linked Loan Markets

-September 20, 2021

What Can We Expect from the SEC with COP26 Around the Corner?

-August 23, 2021

Shareholder Proposal Developments During the 2021 Proxy Season

-August 19, 2021

Webcast: Sustainability-Linked Loans and Sustainability-Linked Bonds – Trends and Perspectives

-July 29, 2021

Green Investments Are Not Immune To ESG Scrutiny

-July 28, 2021

Back to the Future: SEC Chair Announces Spring 2021 Reg Flex Agenda

-June 21, 2021

Gibson Dunn Recognized in Chambers Crisis & Risk Management 2021

-June 17, 2021