LAWS 4504 Transactions and Environmental, Social, and Governance (ESG)

This course will focus on the fundamentals of lawyers transactional practice (i.e., doing deals both corporate and real estate) and strategies to assess and manage emerging environmental, social and governance (ESG) risks and opportunities in transactions. The course will address how to evaluate longer term value creation in transactions incorporating ESG considerations, including assessing impacts to the acquiring company relative to sustainability goals, including climate neutrality or net zero ambitions, circularity, and ESG expectations of other stakeholders. ESG risk mitigation strategies, including changing the structure of the deal, acquiring insurance, and carve outs, will be explored in detail. Students will also learn the fundamentals of how to conduct ESG due diligence in transactions, including setting up and reviewing virtual data rooms (VDRs), retaining consultants, and evaluating environmental and other ESG reports and data. The course will address unique challenges presented by cross border transactions from compliance and ESG perspectives. Students will learn how to manage post-closure integration of new businesses and mitigate ESG risks relating to newly acquired properties and businesses.