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Strategy and Governance

We have deep experience advising on the effectiveness of transition strategies, as well as on governance frameworks to embed ESG across the whole business to support the successful delivery of ESG strategies while navigating the regulatory, litigation and stakeholder landscape.

Our multi-disciplinary team draws upon the strength and breadth of their market expertise and extensive understanding of the policy and regulatory drivers to enable us to provide relevant transition strategy advice. We recognise the importance of an “entire organisation” approach to ESG governance and we are experienced in designing and supporting with the implementation of bespoke approaches which best fit the culture and organisational structures of specific organisations. This includes board/executive governance, ESG policies and escalation frameworks, incorporating ESG into strategic transactions and investments, strategic approach to ESG disclosure and transition plans, stakeholder mapping and engagement, responses to NGO campaigns and stakeholder criticism, managing greenwashing and other legal risks, and capacity building.

How Linklaters can help you

Understanding the evolving landscape and getting started

For business of all types, it is essential to build an understanding of the broad and rapidly evolving ESG landscape and direction of travel and implications (direct and indirect) for the business. We have built a deep knowledge of the regulatory and policy drivers and we appreciate the business opportunities and challenges arising out of the growing focus on sustainability. This is thanks to our holistic view of ESG which integrates soft and hard law across a range of practice areas, a knowledge of market practice across multiple sectors and a global view of risk informed by our international footprint.

Transition and decarbonisation strategy

We have specialist capability in advising on the tightening regulatory and commercial requirements applicable to fossil fuel and high carbon based activities, and the rapidly evolving regulatory and commercial landscape relevant to renewable and nuclear energy, the built environment, including smart cities and smart developments, and transport, including electrical vehicles, urban and freight transport systems and their infrastructure. We have experience advising on the effectiveness of transition strategies and the governance frameworks needed to effect transition within a broad change management programme and against a challenging ESG and litigation landscape. We also advise on strategies to maximise opportunities offered by the energy transition and advise on transactions involving traditional, transitioning and renewable technologies and systems.

See our climate transition planning & finance webpage for more information.

ESG disclosures and reporting

Numerous regulatory regimes and soft law standards have been introduced in recent years which ask businesses to collect data and report on an increasingly broad range of sustainability-related topics. Disclosure regimes can impact businesses directly and indirectly, and can vary across jurisdictions creating challenges for global corporations and requiring a consistent and strategic approach to reporting. With further disclosure regimes on the horizon, this area is rapidly evolving.

We have a deep knowledge of the ESG-related disclosure regime and have advised clients on their application and compliance for a number of years. We help our clients understand what information needs to be disclosed and where, assist in identifying market trends and best practice and help align disclosures with business strategy and policy commitments. We also help clients navigate potential challenges and pitfalls such as ensuring disclosures are appropriately balanced, understanding hot button issues and areas of particular sensitivity, ensuring that risks and challenges and dependencies are clearly articulated, and cautionary statements and disclaimers are used appropriately.

Good governance to embed and deliver ESG strategy

We have specialist capability in advising on the tightening regulatory and commercial requirements applicable to fossil fuel and high carbon based activities, and the rapidly evolving regulatory and commercial landscape relevant to renewable and nuclear energy, the built environment, including smart cities and smart developments, and transport, including electrical vehicles, urban and freight transport systems and their infrastructure. We have experience advising on the effectiveness of transition strategies and the governance frameworks needed to effect transition within a broad change management programme and against a challenging ESG and litigation landscape. We also advise on strategies to maximise opportunities offered by the energy transition and advise on transactions involving traditional, transitioning and renewable technologies and systems.

Investor and other stakeholder engagement

Stakeholder expectations on ESG are evolving rapidly. Boards are increasingly expected to demonstrate that they engage actively with ESG risks and opportunities and factor these into decision making, and to clearly articulate to stakeholders how they are ensuring the business is future fit against the backdrop of world in transition. Our multi-disciplinary team is experienced in assisting clients in managing interactions with a range of different stakeholders. We have advised on general engagement strategies, stakeholder mapping, shareholder resolutions and AGMs, responses to NGO campaigns and stakeholder criticism, and on managing legal claims and crisis situations.

ESG data governance

As disclosure regimes require businesses to diligence and unearth increasing volumes of ESG data, implementing robust data governance processes to manage, interrogate, escalate and, where appropriate, act on this information is critical. ESG data that businesses make publicly available i will be scrutinised by multiple stakeholders who may in turn make decisions in reliance on such data. Our team has broad experience supporting clients to implement policies and processes to support robust data governance. We advise on strategic approaches to transparency and the content of specific disclosures as well as on building a credible ESG narrative to support access to finance, stakeholder engagement and investor relations. Our team can also help critically analyse ESG ratings to help businesses better understand how they might improve their scores.

Selected strategy and governance experience

A major global financial institution: advising at board and c-suite level on their ESG disclosures, including providing relevant transition plan advice. This work forms part of a wider mandate as ESG counsel, assisting with implementation of their ESG strategy, supporting them to navigate the regulatory, litigation and stakeholder landscape.

A major alternative investment firm: advising on its approach to embedding ESG across the whole business. Our work on this mandate has spanned a very broad range of ESG topics across the life cycle of the business from articulation of its ESG policy, establishment of a governance framework, mapping its stakeholder and regulatory (direct and indirect) landscape, embedding ESG in investment processes and decision making and managing greenwashing and other legal risks.

A FTSE100 multinational corporate: advising on the preparation of its transition plan and associated disclosures. We have advised extensively on key learnings from current guidance and soft law standards, NGO critiques, hot button issues, and judicial and non-judicial case law so these can be factored into the preparation of the plan. We have also advised on the appropriate use of disclaimers and cautionary statements in this context.

A major infrastructure business: advising the board on the legal and other risks associated with certain aspects of its climate targets and transition plan. This included a review of its progress in setting science-based targets, risks associated with key dependencies and advice on how to mitigate these as well as consideration of director’s duties in this context, amongst other things.

A major carbon intensive business: advising on governance frameworks to effect transition. As part of this role, we have advised on board and executive governance arrangements, internal escalation and reporting mechanisms, and the design of classification systems to grade effort and identify areas for improvement, and more.

Several multinational corporations and banks: advising on climate and ESG-related resolutions requisitioned by shareholders: Our role has involved providing information on market practice for these types of resolution and activism by shareholders in general, advising on relevant legal issues. Advising on strategy with a focus on the activist “playbook”. Reviewing and commenting on board papers on this issue to be presented to the board for their information and decision-making. Reviewing and commenting on any such resolution, i.e., the proposed climate strategies, targets and plans.

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