ESG & Climate Due Diligence

The regulatory framework for climate change is simultaneously shifting and expanding. Newly imposed regulations affect the expectations and demands of all company stakeholders.

However, it is not just new regulations that create new demands and high expectations. Stakeholders, including shareholders and other investors and the company itself, are switching their focus from mainly financial targets to business models and other targets that include and focus on elements related to climate change and environmental, social and governance (ESG) factors. These developments require many companies and investors, to constantly re-evaluate their approach to a range of sustainability issues, including ESG and climate policies.

Strategy, however, should not be driven by this regulation and shifting expectations from outside your organisation. Sustainability should be built into the strategic planning and decision-making processes of companies, shareholders, and other investors.

ESG legal due diligence

ESG and climate legal due diligence are increasingly common practice within the corporate environment, including M&A transactions.

Houthoff's Corporate/M&A Team is focusing on this area. It has obtained valuable experiences in assisting and advising clients in this changing (regulatory) environment before, during and after transactions (e.g. during the legal due diligence phase).

Value creation opportunities

The main objectives of an ESG or a climate legal due diligence are to identify and evaluate the ESG management and climate risks of the companies involved in a transaction. The process can also be used to identify value creation opportunities in that respect, which can be implemented before the transaction (in the case of a vendor due diligence) or afterwards. ESG or climate legal due diligence investigations may cover, amongst other topics, the legal aspects of the target company's:
  • climate risk management and climate opportunities;
  • environmental management and compliance;
  • supply chain management (including the environmental aspects) and product safety;
  • HR management and health & safety management; and
  • governance organisation.

Houthoff's Corporate/M&A Team can conduct and manage these due diligence investigations and implement any potential issues or opportunities into the relevant transaction documentation. It can ensure that your organisation will stay ahead of all new regulations as well as of the demands and expectations of your stakeholders.
  • Advised various private and public organisations and public-private partnerships on the State aid rules, the competition rules and regulatory requirements regarding initiatives to reduce CO2 emissions in production processes, producing renewable energy and realising innovative applications and circular production methods. Moreover, the team was involved in various proceedings at national and EU level relating to measures introduced to realise climate objectives at local and national level.
  • Advised sponsors on the financing for several offshore and onshore windfarms in the Netherlands and Belgium.
  • Advised Van Oord on green term loans to finance two new vessels using cleaner technologies.
  • Advised senior lenders on the financing of the first metal recycling company in the Netherlands using a blended finance structure with financial support under the Energy Transition Facility from the Dutch department of economic affairs.
  • Advised Renewi on its green bond financing.
  • Advised various pension funds on implementing the Dutch Pensions Funds Agreement (IMVB-convenant).
  • Advised fund managers, investment firms and institutional investors on complying with the requirements under the Sustainable Finance Disclosure Regulation (SFDR).
  • Advised Climeworks AG on establishing a joint venture with SkyNRG B.V. to use CO2 captured from the air to produce sustainable aviation fuels, and related matters.
  • Advised fund managers, investment firms and institutional investors on implementing environmental, social and governance (ESG) related clauses in fund documentation, policy documents and fiduciary asset management agreements.
  • Advised Porthos as project counsel on acquiring a mining installation and related permits to store CO2 in empty gas fields beneath the North Sea, drafting related agreements and other matters. The Porthos Project is the largest CO2 reduction project in the Netherlands which aims to capture and store 37 million tonnes of CO2 in a 15-year period. Porthos is recognised by the European Union as a project of common interest.
Alexander Kaarls

Key Contact

Amsterdam
Advocaat | Partner
+31 20 605 61 10
+31 6 5165 9263
Maurits de Haan

Key Contact

Rotterdam
Advocaat | Partner
+31 10 217 29 21
+31 6 4314 2993