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Projects and Transactions

In today's rapidly evolving business landscape, ESG considerations are often critical factors in our clients’ projects and transactions.

Linklaters is uniquely positioned to provide clients with ESG assistance on transactions such as mergers, acquisitions, demergers, disposals, JVs, IPOs and project financings. We have a deep understanding of the requirements of and challenges of navigating the increasingly complex ESG landscape, including regulatory and soft law requirements on issues such as climate, biodiversity, human rights and supply chain and how this impacts, and applies to, our clients’ transactions. We understand that the price of getting things right has never been higher, and that businesses must proactively address these issues to ensure compliance, minimise potential liabilities, and prevent reputational damage. Our support enables our clients to achieve their strategic objectives while meeting ESG expectations.

Our team of experienced legal professionals are experienced in providing clear and comprehensive guidance on due diligence, terms of transaction documents, the ESG regulatory and soft law landscape, and rapidly evolving expectations and areas of focus in this space. We work closely with clients to identify potential risks and opportunities, develop tailored solutions, and implement best practices to ensure sustainable and responsible business operations.

How Linklaters can help you

Environment social risks in project financings

Linklaters has long advised both project sponsors and ECAs/commercial lenders on the environmental and social aspects of a wide range of major project financings, including those critical to the energy transition. This area has continued to evolve in recent years as governments raise their climate ambitions and lenders develop more stringent environmental and social policies, and we have deep experience in assisting clients in navigating the various regulatory, soft law and stakeholder expectations and requirements in this space.

Carbon credit transactions

Our specialist carbon team has been at the forefront of the carbon markets for over 15 years. Linklaters is one of a very few firms which continued to actively support clients in this field throughout the carbon market downturn of the past few years. And as a result we have acted for governments, public-private organisations, multilateral organisations, finance institutions and private entities alike on the market’s most significant carbon transactions, such as advising the World Bank on an innovative rainforest bond used to finance a REDD+ project in Kenya.

We are proud to have advised across the full spectrum of potential deal structures, including carbon offtakes, intermediations, pre-pays, carbon financings, equity investments, carbon funds (compliance and financial), credit packages, carbon-structured notes and carbon-linked notes. We have acted for clients in developing carbon offset programmes and climate finance arrangements, including innovative forestry transactions.

Managing ESG-driven transactions and transactional ESG risk

Heightened scrutiny of ESG issues is having a marked impact on transactions. This is apparent across a wide spectrum of transaction types including demergers, disposals, acquisitions, JVs and IPOs.

Increasing numbers of transactions are being driven or impacted by ESG considerations, and businesses are having to work out how best to integrate ESG into the existing transactional ecosystem (including how GHG emissions and other ESG factors are allocated, accounted for and managed).

ESG issues, including environment, health and safety matters, which have historically been highly regulated in many countries, are subject to ever increasing regulation and scrutiny. Regulators, individuals and special interest groups are increasingly willing to pursue organisations (and in some cases multinational parent companies) for ESG-related issues.

Our lawyers advise on the full range of ESG issues, including environmental permitting, contaminated land, environmental damage, waste management, water, emissions, chemicals regulation, industrial disease, health and safety, social and human rights issues.

Our lawyers are adept at providing practical, strategic advice that enables our clients to identify and tackle any potential issues, including through the negotiation of robust, workable provisions, and the development and monitoring of post-completion action plans.

Selected projects and transactions experience

Project sponsors and ECAs/commercial banks: advising on the environmental and social aspects of a wide range of major project financings, including negotiating environmental and social provisions (including on the application of soft law standards) and associated action plans.

A leading energy company: advising in relation to the environmental, health and safety aspects of the sale of four distribution networks as part of a hive-down and share sale, including advising on complex permitting and legal requirements triggered by the transfer and the contractual allocation of contaminated land and health and safety liabilities.

A number of multinational corporations: advising on ESG-driven disposals and demergers and on the ESG strategies of businesses, including developing ESG strategies, risk allocations and disclosures.

A large waste management company: advising on the proposed sale of its entire issued share capital. Our role was to prepare the business for a potential IPO and help identify potential material environmental, health and safety liabilities in each of the four divisions.

A multi-industrial company: advising on the environmental, health and safety aspects (including contaminated land, carbon emissions, waste management and permitting) of its agreement to acquire certain assets of a leading steel manufacturer.

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