ESG & sustainability

Taking a comprehensive and interdisciplinary approach, we provide dedicated legal advisory services in the field of ESG (Environmental, Social, Governance) and Sustainability. We offer our services to financial institutions (e.g. banks, PE/VC funds, investment fund managers, real estate fund managers, etc.) regarding proper and timely fulfillment of their obligations described in the SFDR (Sustainable Finance Disclosure Regulation) and the EU Taxonomy regulations.

As part of M&A transactions, we advise on all ESG and Sustainability aspects (including execution of detailed ESG due diligence). We support our clients in the investment process, including structuring of portfolio companies operating in accordance with the ESG guidelines. We show how ESG factors affect the companies’ valuation, and we participate in the process of creation the value of portfolio companies through implementation of respective ESG policies and instruments.

We closely cooperate with the management boards of companies and ESG / Sustainability departments, supporting them in the development and implementation of ESG Strategy and in the processes of obtaining ESG rating. We support our clients in the field of non-financial reporting obligations, especially, in the scope required by the NFRD (Non-Financial Reporting Directive) and the Polish Accounting Act.

We draw attention of the potential addressees of the draft CSRD (Corporate Sustainability Reporting Directive) on how the proposed changes to non-financial reporting could affect their disclosure obligations.

We support the idea of sustainable financing and provide our clients with comprehensive legal support in sustainable debt financing projects, especially concerning Green Loans, Green Bonds, Social Bonds, Sustainability Bonds or Sustainability-linked Bonds. We monitor new initiatives and standards in this field, e.g. regarding the EU Green Bond Standard (EU GBS).

We present practical regulatory expertise in the field of Sustainability regulations (including practical aspects of Delegated Regulations and RTS – Regulatory Technical Standards). Our comprehensive legal approach allows for cross-cutting analysis of ESG / Sustainability issues, including specific sector regulations (especially concerning financial sector).

We provide:

comprehensive legal advisory services concerning ESG aspects of M&A transactions – in particular, execution of ESG due diligence as well as preparation of full transaction documentation covering all ESG aspects,
supporting the clients in creation and implementation of ESG Strategies, along with the processes of obtaining ESG rating,
services for financial institutions (including banks, PE/VC funds, fund managers), allowing them to fulfill the obligations resulting from SFDR and the EU Taxonomy provisions (including preparation of certain policies, disclosures and reporting obligations),
legal support for companies listed on Warsaw Stock Exchange concerning ESG reporting obligations, within the scope described, inter alia, in the 2021 Code of Best Practice for WSE Listed Companies and taking into account application of diversity policy regarding administrative, management and supervisory bodies,
legal support in the field of non-financial reporting, especially in the scope required by the NFRD (Non-Financial Reporting Directive) and the Polish Accounting Act provisions,
legal advisory services in sustainable financing projects, including inter alia negotiations of green loans or implementation of instruments allowing for the release of secured assets, e.g. through the issuance of Green Bonds(which also cover advisory services concerning Green Bond Framework, proceedings with the certifying entity, drafting the terms of the issuance of bonds, etc.), as well as providing legal advice on other debt instruments such as Social Bonds, Sustainability Bonds and Sustainability-linked Bonds,
supporting clients in the investment (and divestment) area, especially by conducting detailed analysis of ESG factors influencing the valuation of companies and by creation the value of portfolio companies through implementation of respective ESG policies and instruments,
preparation of full documentation related to the implementation of internal regulations in order to ensure compliance with ESG requirements,
legal advisory services concerning all the legal actions before authorities and institutions being responsible for supervision of proper execution of obligations connected with non-financial reporting and execution of sustainable finance disclosure obligations in the financial sector.

REPRESENTATIVE MATTERS

Green Bonds issuance

Advising in connection with the preparatory process for the issuance of Green Bonds, including verification of projects eligible for obtaining sustainable financing in the form of Green Bonds. Analysis of formal and legal assumptions related to the issuance of Green Bonds, including the selection of the certifying entity and the assumptions for the Green Bond Framework. Analysis of other solutions related to sustainable finance, including Green Loans and other financial products in terms of their adequacy to the planned projects.

Implementation of ESG policy

Participation in the development and implementation of the ESG for the entire capital group in Central-Eastern Europe, contribution in business meetings regarding ESG policy and preparation of the policy for publication. Development of a code of conduct for the group. Preparation and presentation of a system for verification of compliance with individual points of the ESG policy to the audit committee. Establishment (increase) of the value of portfolio companies by ensuring compliance of their activities with ESG requirements.

ESG workshops

Conducting training on ESG and Sustainability obligations for financial sector institutions, covering inter alia issues of the EU Taxonomy and delegated acts. Presentation and overview of the obligations under Regulation (2019/2088) on sustainability-related disclosures in SFDR and RTS, as well as discussing the issues related to non-financial reporting including reporting obligations in under the CSRD. Presentation and overview of the proposed changes in the area of ESG regulations, including the proposal of the European Commission for a regulation on the EUGBS.

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