Environmental, Social and Governance (ESG)

While global standards surrounding ESG have not been set, our attorneys closely follow the shifting landscape, as well as how this diverse, growing and increasingly important element of modern business will factor into transactions, strategies, business operations and public disclosures. Our team monitors rapidly changing ESG trends and advises companies on their implementation of a variety of ESG measures.

A number of our lawyers have served as staff members of the U.S. Securities and Exchange Commission (SEC), including senior enforcement officials who worked under the Biden administration. Our team is well versed in preparing, reviewing and advising on current and periodic reports, proxy statements and other filings made with the SEC to ensure our clients are up-to-date on ESG disclosure and compliance issues, including the recently proposed ESG fund name and strategy disclosure rules, and the proposed rules mandating detailed climate-related disclosures in annual reports and registration statements.

As investors, other stakeholders and shareholder activists increasingly factor environmental, social and governance (ESG) criteria into their decision-making, mandatory and voluntary ESG efforts have become a significant focus for companies. Skadden takes a cross-disciplinary approach, drawing on attorneys from varied practice groups and offices who share their robust knowledge of this evolving field with clients seeking advice on ESG-related issues.

Our lawyers represent a variety of clients on ESG matters, including boards of directors, management and other stakeholders, public and private companies, financial institutions, private equity firms, technology and manufacturing entities, investment advisers, and private equity and financial services firms. Areas on which we have advised include:

  • regulatory reporting and compliance, including disclosure requirements imposed by the SEC, stock exchanges and the European Union, such as the Sustainable Finance Disclosure Regulation;
  • stakeholder analysis and ESG engagement;
  • shareholder proposals on ESG matters;
  • ESG reporting and related disclosure controls and procedures;
  • investor reporting and activism;
  • transaction due diligence and disclosures;
  • cybersecurity and data resilience;
  • engagement with proxy advisory firms and ratings agencies;
  • disclosure requirements for registration forms, including Forms ADV, fund prospectuses, annual reports and adviser brochures;
  • updating policies and procedures and controls focused on ESG investment strategies;
  • litigation, including advising on and defending against civil and criminal claims brought by non-governmental organizations, as well as in human rights arbitration;
  • investigations brought by legislative bodies, including U.S. congressional hearings and executive accountability hearings before U.K. parliamentary committees; and
  • internal investigations and audits as proactive exercises or responses to specific issues, including document review, employee interviews and a review of standing policies and procedures.

More specifically, our work in each area has focused on: