Environmental, Social, and Governance Considerations in M&A: Mitigating ESG Risks, Maximizing ESG Benefits

Due Diligence, Reps and Warranties, Preserving ESG Attributes Post-Closing

A live 90-minute premium CLE webinar with interactive Q&A


Thursday, December 17, 2020

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

This CLE webinar will examine environmental, social, and governance (ESG) issues, which should be taken into account in M&A transactions, including areas of particular importance in ESG due diligence and the allocation of ESG risk in acquisition agreements. The panel will also discuss how best to integrate ESG policies and procedures post-closing.

Description

ESG concerns are becoming increasingly important in M&A transactions. There is increased focus for deal counsel to understand and address key ESG risks and their potential impact on the target and the acquiring company's long-term value. ESG risks can include environmental, health and safety, and human capital management practices, regulatory noncompliance, shareholder activism or litigation, and reputational harm.

ESG is increasingly becoming a key component of M&A due diligence. Boards are now tasked with overseeing climate change and other environmental risks, employee health and safety, pay equity, diversity, data security and customer privacy, consumer and product safety standards, disaster recovery and crisis management, corporate governance, and the ethical operation of the target's supply chain.

To mitigate against ESG risks, buyers should require ESG-specific representations and warranties in the acquisition agreement. These can range from customary representations and warranties on matters such as legal and regulatory compliance, accuracy of securities filings, employee matters, and so-called "Weinstein clauses" regarding sexual harassment. Buyers should also consider procedures for integrating ESG standards and protocols post-closing.

Listen as our authoritative panel discusses the new focus on ESG risks in corporate acquisitions and how to address these issues in due diligence and M&A and other documentation.

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Outline

  1. Rising significance of ESG in M&A: relationship to long-term valuation
  2. New regulatory risks associated ESG
  3. Due diligence
    1. Evaluation of ESG governance and management policies and practices
    2. The relevance of ESG factors to the target's industry and operations
    3. Identifying current ESG risks, including shareholder actions or third-party claims
  4. Reps and warranties and other contractual approaches to mitigating ESG risks, maximizing ESG benefits
  5. Assessing ESG "fit" between acquirer and target; post-closing integration and governance

Benefits

The panel will review these and other key issues:

  • Why has ESG become more relevant in evaluating a prospective target for acquisition?
  • What should be the primary areas of focus when conducting ESG due diligence?
  • How should ESG be addressed in the acquisition contract or other documents?
  • What are best practices for integrating the ESG standards and practices of two merging companies?

Faculty

Massony, Richard
Richard P. Massony, Jr.

Attorney
Hunton Andrews Kurth

As a member of the firm’s mergers and acquisitions team, Mr. Massony helps guide clients through difficult and...  |  Read More

Mulry, Laura
Laura Mulry

Attorney
White & Case

Ms. Mulry focuses on environmental and sustainability matters. She advises a broad range of domestic and international...  |  Read More

Sherman, Andrew
Andrew J. Sherman

Partner
Seyfarth Shaw

Mr. Sherman’s practice focuses on issues affecting business growth for companies at all stages, including...  |  Read More

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