Environmental, Social and Governance (ESG)

SELECTED REPRESENTATIONS

Notable Matters

We have experience in the following range of matters:

Transactional

• Numerous sustainability-linked, sustainable, social and green loans, preferred equity and bond offerings, including offerings by Alibaba Group Holdings, Asian Infrastructure Investment Bank, Coca-Cola HBC, Electricité de France, Enbridge, European Investment Bank, The Goldman Sachs Group, Honda Motor Co., KfW, Royal Bank of Canada, Royal Philips, United Mexican States and Vistra Corp.
   
• Government of Belize in a “debt-for-nature” swap restructuring of all of its $550 million of external commercial debt—an amount that represents 30 percent of the country’s GDP—becoming the first country in the Americas to complete a debt conversion that will fund ocean and marine life conservation
   
• BHP Group in the divestiture of its oil and gas business to Woodside Petroleum, creating a global top 10 independent energy company by production valued at $28 billion
   
• California Resources Corporation in its joint venture with Brookfield Renewable to create a carbon management partnership
   
• InterContinental Energy Holdings Group Limited in its share subscription by GIC, the sovereign wealth fund of the  Government of Singapore. ICE will deliver green hydrogen at scale to accelerate the energy transition with a portfolio of large-scale renewable projects in Australia and the Middle East.
   
• Minera Los Pelambres in its $1.3 billion of unsecured commercial bank and export credit agency term loans related to the expansion of the Los Pelambres project, which includes construction of a desalination plant. The $875 million commercial bank tranche received a Green Evaluation from S&P Global Ratings, making Los Pelambres the first mining company in the world to receive this evaluation from S&P
   
• Taiwan Cement Corporation in its acquisition of 60.48% stake in Engie Eps SA, an Italy-based and Euronext Paris-listed French company in energy storage systems, industrial solutions and eMobility industry, and the mandatory tender offer for all the outstanding issued share capital of Engie Eps SA.
   
• Volkswagen Group and its subsidiary, Electrify America, a leading network of electric vehicle fast chargers, in the $450 million investment by Siemens and VW to support the more-than-doubling of Electrify America’s charging infrastructure to 10,000 ultra-fast chargers at 1,800 charging stations by 2026
   
• XPeng Inc., one of the leading smart electric vehicle companies in China, in its $1.8 billion Reg S Hong Kong IPO, U.S. offering and dual-primary listing on the Hong Kong Stock Exchange

More information on our renewable energy and energy transition practice is available here.
 

Corporate Governance/Regulatory

• Various S&P Global 100 companies and company boards on:
   
  • Director fiduciary duties and best practices for overseeing corporate purpose, sustainability and ESG matters;
     
  • Developing effective messaging for institutional investor and proxy advisor engagement initiatives and voting guidelines; and
     
  • Responding to ESG-related shareholder demands and proxy proposals
     
  • ESG-linked executive compensation
     
• Numerous clients on evolving developments regarding ESG disclosure frameworks, including advising on SEC, UK, EU (CSRD, EU Taxonomy, SDFR), Hong Kong, TCFD, SASB, ISSB and other reporting regulations and standards, as well as related disclosure and reporting considerations for issuers
   
• Numerous issuers, investors and industry associations drafting comment letters in response to the SEC’s extensive climate-related climate disclosure proposal

• The ECOWAS Centre for Renewable Energy and Energy Efficiency (ECREEE) (pro bono) in their ongoing effort to ensure gender equality in the region’s energy sector, including the drafting and implementation of an ECOWAS Directive on Energy Assessments for Energy Projects that will require gender assessments of proposed energy projects in ECOWAS countries

 
Litigation, Investigations and Enforcement

• The Canadian government, as amicus curiae, in the appeal by a Canadian company, Teck Cominco, to the U.S. Court of Appeals for the Ninth Circuit. Canada took the position that disputes concerning discharges by Teck Cominco in Canadian waters should be resolved at the sovereign level by Canada and the United States, rather than by a suit against Teck Cominco in the United States under CERCLA
   
• Volkswagen AG in its landmark $14.7 billion settlement that solves civil claims related to 475,000 2.0-liter diesel engine vehicles in the United States. The resolution was achieved with multiple government agencies, 44 U.S. states and private plaintiffs
   
• BP in negotiating the company's $18.7 billion settlement with federal, state and local governments arising out of the 2010 Deepwater Horizon spill—the largest settlement involving a single entity
   
• Fiat Chrysler Automobiles, in civil litigation and government investigations regarding its vehicle sales reporting methodologies and disclosures, and civil and government investigations related to emissions levels
   
• Numerous clients in a variety of litigation, investigation and risk assessment and mitigation matters, including:
   
  • A global asset manager and investment adviser in an SEC enforcement investigation regarding “ESG” branded mutual funds and separately managed account products
     
  • A global financial institution in parallel DOJ and SEC investigations relating to ESG disclosures
     
  • A major financial institution on insurance issues in connection with investigations by the DOJ and SEC relating to environmental, social, and governance-related investing and anti-money laundering compliance
     
  • A major U.S. bank in an SEC enforcement investigation regarding the accuracy of the bank’s public statements and reports concerning its ESG policies and procedures