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Corporate

Environmental, Social and Governance (ESG)

Environmental, Social and Governance (ESG)

Environmental, social and governance (ESG) considerations have become an increased area of focus and importance for both value creation and risk mitigation to investors, regulators and various other stakeholders. Cravath delivers unparalleled legal expertise and business judgment in advising our corporate clients and their boards of directors on evolving, and often novel, challenges and opportunities associated with ESG issues, whether clarifying the highly‑fractured private ESG space, understanding the direction of travel at the SEC and other regulatory bodies or strategically addressing shareholder and other stakeholder concerns.

Our lawyers bring together an exceptional depth of experience in corporate governance and public reporting obligations, as well as environmental, climate and other sustainability matters, to counsel clients on developments in the ESG space. Our multi‑disciplinary approach allows us to engage in the full range of the questions and bespoke issues that may arise. Additionally, Cravath serves as a trusted advisor to senior management and boards of directors. Our deep client relationships translate to a thorough understanding of the legal and business objectives to provide strategic solutions for our clients’ ESG needs.

Lawyers in our ESG practice also provide expert counsel with respect to disclosure responsibilities and opportunities in the ESG space, whether arising as a result of legally required disclosures, as part of our clients’ sustainability reporting processes or in response to inquiries from shareholders or ESG ratings agencies or scorecard providers. We are experienced in working with our clients to establish appropriate governance procedures and controls processes so that ESG risks and strategies can be appropriately monitored by boards and management, and information can be presented in a way that is relevant, comparable, consistent and reliable. Cravath regularly advises companies in connection with ESG shareholder proposals and other year‑round shareholder engagement and communications around ESG issues. We also handle investigations and litigation arising from ESG‑related matters.

Our ESG capabilities include:

  • Understanding and navigating the complex environment of ESG‑related framework providers, standard‑setting bodies and ratings providers, including international ESG‑related regulatory requirements;
  • Responding to ESG‑related shareholder communications or shareholder proposals;
  • Reviewing and assisting with the preparation of sustainability reports and other ESG‑related disclosure;
  • Advising on the set‑up of ESG programs, including advice on appropriate disclosure controls and procedures for sustainability reporting;
  • Establishment of ESG governance processes and procedures for the supervision of ESG risks and strategies; and
  • Preparing for requirements for ESG disclosures in reporting, including recently adopted SEC climate reporting rules.

Cravath’s experienced ESG team includes previous leaders at the SEC, including the former Director of the Division of Corporation Finance who initiated the project that later became the 2010 Commission Guidance Regarding Disclosure Related to Climate Change. Having shaped the dialogue surrounding ESG disclosure for many years, our lawyers continue to influence the conversation, as well as the education around and development of this dynamic and ever‑changing area.

Our lawyers bring together an exceptional depth of experience in corporate governance and public reporting obligations, as well as environmental, climate and other sustainability matters, to counsel clients on developments in the ESG space. Our multi‑disciplinary approach allows us to engage in the full range of the questions and bespoke issues that may arise. Additionally, Cravath serves as a trusted advisor to senior management and boards of directors. Our deep client relationships translate to a thorough understanding of the legal and business objectives to provide strategic solutions for our clients’ ESG needs.

Lawyers in our ESG practice also provide expert counsel with respect to disclosure responsibilities and opportunities in the ESG space, whether arising as a result of legally required disclosures, as part of our clients’ sustainability reporting processes or in response to inquiries from shareholders or ESG ratings agencies or scorecard providers. We are experienced in working with our clients to establish appropriate governance procedures and controls processes so that ESG risks and strategies can be appropriately monitored by boards and management, and information can be presented in a way that is relevant, comparable, consistent and reliable. Cravath regularly advises companies in connection with ESG shareholder proposals and other year‑round shareholder engagement and communications around ESG issues. We also handle investigations and litigation arising from ESG‑related matters.

Our ESG capabilities include:

  • Understanding and navigating the complex environment of ESG‑related framework providers, standard‑setting bodies and ratings providers, including international ESG‑related regulatory requirements;
  • Responding to ESG‑related shareholder communications or shareholder proposals;
  • Reviewing and assisting with the preparation of sustainability reports and other ESG‑related disclosure;
  • Advising on the set‑up of ESG programs, including advice on appropriate disclosure controls and procedures for sustainability reporting;
  • Establishment of ESG governance processes and procedures for the supervision of ESG risks and strategies; and
  • Preparing for requirements for ESG disclosures in reporting, including recently adopted SEC climate reporting rules.

Cravath’s experienced ESG team includes previous leaders at the SEC, including the former Director of the Division of Corporation Finance who initiated the project that later became the 2010 Commission Guidance Regarding Disclosure Related to Climate Change. Having shaped the dialogue surrounding ESG disclosure for many years, our lawyers continue to influence the conversation, as well as the education around and development of this dynamic and ever‑changing area.

  • Recent News & Insights

Publications

May 13, 2025

Cravath Publishes Finance & Capital Markets Quarterly Review for Q1 2025

On May 12, 2025, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments related to the bond, equity and loan markets and restructuring activity during the first quarter of 2025. Highlights from this edition include:

Publications

May 13, 2025

Cravath Publishes Quarterly Review on Q1 2025 Trends in M&A, Activism and Corporate Governance

On May 12, 2025, Cravath published the latest edition of its Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Activities

April 14, 2025

Michael Arnold and Bill Podurgiel Speak at TGCF’s “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals” Program

On April 11, 2025, Cravath partner Michael L. Arnold and of counsel William D. Podurgiel participated in “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals,” a virtual program co‑hosted by Cravath and the Texas General Counsel Forum. The program reviewed key proxy season updates, including the impact of updated SEC guidance on ESG and shareholder engagement, responses to shareholder proposals under Staff Legal Bulletin 14M, updates to Schedule 13D and 13G reporting and new considerations in ESG disclosures.

Activities

March 20, 2025

Michael Arnold Joins Slaughter and May’s March 2025 Podcast to Discuss Evolving ESG Landscape

Cravath partner Michael L. Arnold was featured as a guest on the March 20, 2025 episode of Slaughter and May’s podcast, covering policy developments in the U.S. and E.U. In the interview, Michael discussed the evolving ESG landscape in the U.S., including international agreements, SEC climate rules and state‑level reporting developments.

Publications

March 07, 2025

Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs

On March 6, 2025, Cravath prepared a memo for its clients entitled “Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs.” The memo examines these recent actions under the U.S. Securities and Exchange Commission’s new leadership and their potential impact in the environmental, social and governance (ESG) space.

Publications

May 13, 2025

Cravath Publishes Finance & Capital Markets Quarterly Review for Q1 2025

On May 12, 2025, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments related to the bond, equity and loan markets and restructuring activity during the first quarter of 2025. Highlights from this edition include:

Publications

May 13, 2025

Cravath Publishes Quarterly Review on Q1 2025 Trends in M&A, Activism and Corporate Governance

On May 12, 2025, Cravath published the latest edition of its Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Activities

April 14, 2025

Michael Arnold and Bill Podurgiel Speak at TGCF’s “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals” Program

On April 11, 2025, Cravath partner Michael L. Arnold and of counsel William D. Podurgiel participated in “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals,” a virtual program co‑hosted by Cravath and the Texas General Counsel Forum. The program reviewed key proxy season updates, including the impact of updated SEC guidance on ESG and shareholder engagement, responses to shareholder proposals under Staff Legal Bulletin 14M, updates to Schedule 13D and 13G reporting and new considerations in ESG disclosures.

Activities

March 20, 2025

Michael Arnold Joins Slaughter and May’s March 2025 Podcast to Discuss Evolving ESG Landscape

Cravath partner Michael L. Arnold was featured as a guest on the March 20, 2025 episode of Slaughter and May’s podcast, covering policy developments in the U.S. and E.U. In the interview, Michael discussed the evolving ESG landscape in the U.S., including international agreements, SEC climate rules and state‑level reporting developments.

Publications

March 07, 2025

Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs

On March 6, 2025, Cravath prepared a memo for its clients entitled “Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs.” The memo examines these recent actions under the U.S. Securities and Exchange Commission’s new leadership and their potential impact in the environmental, social and governance (ESG) space.

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Environmental, Social and Governance (ESG)

Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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