Environmental, Social & Governance (ESG)

Sustainable, responsible management is not just a current hot topic but also an indispensable aspect of entrepreneurial action and an integral part of corporate strategy.

The three cornerstones environmental, social and (corporate) governance are having an increasing impact on key corporate and investment decisions and influencing access to capital. In recent years, there has been a considerable increase in the number and complexity of rules and regulations in this area both nationally and internationally.

For companies, financial institutions, investors and the public sector, this not only leads to challenges but also to many opportunities. New business models are constantly emerging as existing ones are adapting. As a leading full-service law firm we guide our clients through the transformation processes triggered and accelerated by ESG matters. We draw on the expertise and experience we have gained from many years of advising legislators and ministries on tackling fundamental changes in the German economy, such as the exit from nuclear and fossil-fuel energy. We are one of the few law firms in the market that provide advice in all ESG-relevant legal fields.

We advise our clients on taking advantage of the new opportunities while managing the risks. This applies to all areas of corporate, financial and commercial law. We pay particular attention to the connection with corporate transactions and corporate financing, project and product development, the design of individual governance and reporting structures, investor engagement, compensation and benefits matters, entrepreneurial decisions in accordance with the business judgement rule, diversity and inclusion, ESG compliance and environmental law.

Our services

Advice on ESG and sustainability is provided by nearly all practice groups of our firm. In some cases a practice group focuses on this area (such as our Energy or Regulatory & Governmental Affairs practice groups), while in other cases ESG matters require a cross-sector approach involving several practice groups. Our strength as a leading full-service law firm is to combine our expertise and experience in a highly specialised team designed exactly for your project.

Employment

Diversity & inclusion
Working conditions and occupational health & safety
Employee compensation and benefits and incentive programmes

Asset management and funds

Structuring sustainability funds under Articles 8 and 9 SDFR
ESG compliance by fund initiators and capital management companies
Fund due diligence in accordance with ESG criteria

Automotive/new mobility

Sustainable and environmentally friendly manufacturing
Review and compliance with environmental regulations and defense in the event of a dispute
CO2 fleet average; comprehensive advice on CO2 pooling
Alternative drives (electric, hybrid, H2)
New mobility concepts
Digitalisation

Compliance

Ensuring compliance with and implementing rules relating to ESG
Establishing structures for risk reduction in a group (e.g. human rights, supply chains and distribution structures)
Establishing whistleblowing systems

Corporate governance

Staffing of corporate bodies
ESG-related duties of corporate bodies and the business judgement rule
Reporting obligations (e.g. in the area of CSR)
Investor engagement and investor communications
Requirements of proxy advisors

Digital business

Ethically responsible use of artificial intelligence (“responsible AI”)
Contracts for the use of AI with consideration of ESG principles

Procurement, logistics & distribution

Contractual design of supply chains and distribution structures (supply chain compliance), for instance with regard to the German Supply Chains Act and the German Agricultural Organisations and Supply Chains Act

Energy

Procurement of renewable energy sources (electricity, gas, heating, hydrogen, e-fuels)/decarbonisation of energy procurement
Compliance with EU emissions trading rules and the national emissions trading system
Energy audits and introduction of energy management systems

Executive compensation

Requirements for the remuneration of members of governing bodies and executives

Property management/green building

Purchase checks for properties and portfolios
ESG-optimised structuring of real estate investments
Implementing measures to enhance the ESG score

Antitrust and competition law

Legally watertight design of corporate cooperative ventures relating to ESG topics
Antitrust compliance in sustainability initiatives

Project development and assistance

Sustainable power generation and infrastructure projects
Sustainable power generation and social compatibility with respect to the local population
Environmental requirements

Litigation

Class actions resulting from breaches of ESG-related duties
Individual lawsuits by environmental associations and organisations, human rights litigation
Climate change litigation: Defending “climate-protection actions” against the government and companies

Sustainable/green finance

Sustainable finance and investments
Compliance with ESG standards in financing and financial products
Contractual implementation of climate-protection recommendations

Transactions (M&A/private equity/real estate)

ESG-related transactions (e.g. in the recycling or environmental industry)
Handling of ESG compliance risks in M&A transactions
ESG due diligence
ESG-related requirements of investors in M&A transactions
Post-merger optimisation of ESG compliance
Corporate body decisions and hedging in purchase agreements in relation to ESG topics

Environmental law, climate change

Performing environmental law risk analyses for company-specific fields of activity
Auditing compliance with environmental and climate-protection requirements
Assisting you in handling breaches of environmental compliance
Assisting in and assessing legislative initiatives to protect the climate at European and national level, such as the European Commission’s “Fit for 55” package

Selected projects

ABN Amro Bank
Advising on mixed corporate/real estate financing for CBRE EIF Management B.V. and acting on behalf of CBRE European Industrial Fund regarding the purchase of additional logistics properties (green financing)
Befesa S.A.
Advising Befesa S.A., a leading provider of environmental services for the secondary steel and aluminium industries listed on the Frankfurt Stock Exchange, on the acquisition of AZR, a leading provider for the recycling of steel dust from electrical arc furnaces (EAFD), and a capital increase to finance the acquisition
Borealis
Advising the Austrian chemical group on the takeover of plastic recycling specialists mtm plastics GmbH and mtm compact GmbH
DAX company
Advising the management board and the supervisory board in connection with potential breaches of duty relating to ESG issues
Entwicklungstraeger Potsdam
Advising the development agency on a sustainable energy, heat and mobility concept as part of the development of an urban district for 10,000 inhabitants
Fresenius Medical Care
Advising on the €2 billion ESG-linked credit facility in which Fresenius Medical Care’s commitment to environmental, social and economic value added was incorporated as a sustainability component; the margin of the revolving credit facility can rise or fall depending on the company’s sustainability performance
Federal Ministry for Economic Affairs and Climate Action
Advising on contractual negotiations with transmission system operators regarding the allocation of budgetary funds to reduce charges payable under the German Renewable Energy Act (EEG) (in the interest of social compatibility of the German turnaround in energy policy); advising on the fossil-fuel phase-out bill and on the conclusion of a public-law agreement between the Federal Republic of Germany and utility companies to implement the phase-out of coal-fired power generation in a legally safe manner; advising on a legislative package intended to reorganise funding for nuclear waste management, on establishing a fund in the form of a public foundation and in negotiations with the utility companies regarding the financing of the nuclear phase-out
H2Mobility
Advising the joint initiative of industrial partners (including Daimler, Linde, Air Liquide, OMV, Shell and Total) on the creation of a network of hydrogen filling stations in Germany as a necessary condition for the establishment of a sustainable drive technology
HTB Hanseatische Fondshaus
Advising on the sale of a retail property (Green Building Gold-certified with the sustainability standard of the German Sustainable Building Council (Deutsche Gesellschaft für Nachhaltiges Bauen (DGNB))
Iberdrola Renovables
Advising on the planning and commissioning of several offshore wind farms in the German EEZ (including Wikinger, Baltic Eagle and Windanker)
Institutional Shareholder Services
Advising on a court dispute regarding the admissibility of a sustainability rating (ESG rating); advising the global provider of corporate governance and responsible investment solutions on the takeover of oekom research AG, one of the leading sustainability rating agencies
Leading asset management and leasing group
Advising on ESG compliance in the product range including structuring the client’s first Article 9 and Article 8 funds in renewable energy and social housing
MWS Projektentwicklungsgesellschaft
Advising the municipal project development company in Mannheim on the development of Franklin Blue Village as a low-traffic urban district with alternative mobility offers
Plenium Capital Partners
Advising on the acquisition of several solar parks in Spain
PreZero
Advising the Schwarz Group (Lidl, Kaufland) on the development and expansion of its recycling division PreZero, in particular advising on the acquisition of the Tönsmeier Group, Germany's fifth-largest recycling company, and on the acquisition of SUEZ's waste disposal and recycling business in Germany, Sweden, Poland, the Netherlands and Luxembourg as well as the acquisition of Ferrovial’s environmental services and recycling business in Spain and Portugal
Schaltbau Holding
Advising on the restructuring of syndicated financing for the group; first-time conclusion of a loan agreement by Schaltbau that includes an ESG component (based on the annual Ecovadis sustainability rating, credit costs can be reduced by achieving defined targets)
Swisspower
Advising on a range of legal questions (including acquisitions of onshore wind farms, ongoing company law advice, tax structuring advice, litigation, repowering, general energy consulting, cooperation agreements, EPC contracts, financing issues and liability issues)
VARTA AG Uni/Credit Bank AG
Advising UniCredit Bank AG as bookrunner, documentation agent and ESG coordinator on an ESG-linked consortium loan agreement for bullet and revolving credit facilities worth €235 million for VARTA AG; the agreement will link VARTA’s credit financing to the company’s sustainability success for the first time
Wissenschaftsstadt Darmstadt
Advising on the development of the LINCOLN urban residential housing area in Darmstadt; the nationally known reference for low-traffic, electromobility-friendly urban development with alternative mobility offers was awarded the German Transport Planner Prize in 2018