ESG Advisory

As businesses face increasing pressure from regulators and stakeholders to meet environmental, social and governance (ESG) expectations, the Bass, Berry & Sims ESG team stands ready to counsel clients on the myriad of legal and business risks and opportunities available. With ESG playing a role in almost every facet of business operations and across industries, our multidisciplinary team of attorneys provides sophisticated counsel to address both the complex regulatory landscape and the practical business considerations.

To help clients succeed in meeting the call to address ESG matters – both from within the organization and from investors, regulatory bodies and other outside entities – we work to navigate the quickly developing regulatory landscape and ongoing guidance from standard setters; shareholder advisory services; industry associations; and local, state and federal regulators. Our experienced attorneys also serve as business partners to counsel companies through decisions related to the reputational and litigation risk, and we advise businesses on internal processes, public disclosures of ESG activity to meet both mandatory public reporting requirements, and calls for greater transparency.

The ESG practice group brings diverse legal and business perspectives to provide comprehensive and collaborative counsel supported by extensive experience and complementary capabilities, including corporate governance, public company advisory, securities and shareholder litigation, corporate transactions and investment (including M&A, private equity, venture capital and financings), shareholder activism, labor and employment, employee benefits and executive compensation, compliance and government investigations, and more.

Our attorneys have been nationally recognized across a number of practice areas related to ESG for their counsel to private and public companies. Notably, our firm is recognized by Chambers USA in the areas of Environment, Corporate/M&A, Litigation – General Commercial, Labor & Employment and Real Estate. Our team also includes a number of attorneys that previously held senior leadership positions for key federal agencies, including the U.S. Securities and Exchange Commission (SEC), U.S. Department of Justice (DOJ) and the U.S. Department of Health and Human Services.

Areas of Focus

  • ESG Disclosures & Reporting
    • Advising public companies on reporting related to sustainability, human capital and other ESG disclosures required by the SEC, including collaboration with financial reporting and internal auditing teams.
    • Reviewing Form 10-K, proxy statements, management discussion and analysis (MD&A) and other filings to ensure compliance with latest guidance, regulations and market trends.
    • Navigating the intersection of ESG and financial metrics, including GAAP and non-GAAP measures.
    • Ensuring consistency between disclosures in SEC filings and other public reporting, such as website updates, sustainability reports and other company communications.
    • Mitigating litigation risk associated with ESG disclosures, including internal controls and processes, disclosure regarding achievements, future plans and material impact on business.
    • Counseling on the appropriate level and mediums of voluntary public disclosure of ESG matters through website disclosures, development and enhancement of sustainability reports, and other platforms.
  • ESG Scores & Third-Party Ratings
    • Counseling on the various ESG reporting standards and metrics, including from the Global Reporting Initiative, The Value Reporting Foundation (previously the Sustainability Accounting Standards Board), Carbon Disclosure Project, UN Principles for Responsible Investment, and the Task Force on Climate-related Financial Disclosures, among others.
    • Assessing ratings and scoring in context of forward-looking strategy.
  • Human Capital & Social Responsibility
    • Counseling executive leadership on addressing human capital considerations related to diversity and inclusion, compensation gaps, development, training and advancement opportunities, recruitment and retention, etc.
    • Advising on best practices in ESG reports, including the identification of long-term value of efforts, inclusion of helpful information for investors and proxy voters, obtaining third-party assurances, and ensuring accuracy subject to 302/906 certification.
    • Managing and investigating claims related to discrimination, harassment, whistleblowing, workplace safety and other issues affecting the workforce.
    • Counseling leadership on efforts related to social responsibility, including shareholder engagement, corporate communications, regulatory considerations, workforce management, community relations and more.
  • Environment & Sustainability
    • Counseling in energy transition, including advising on industry standards, net zero targets and transition management.
    • Advising on projects related to renewable, clean and alternative energy, including through mergers and acquisitions and joint venture partnerships.
    • Representing clients in special financing for sustainable projects, including “green” loans, sustainable supply chain financing, ESG-related loans and financing for energy transition, and renewable energy projects.
    • Advising in capital markets transactions, such SPACs and traditional IPOs, and ESG-related financing products, such as green bonds, social bonds and others related to sustainability.
    • Counseling asset and private fund managers on sustainable investment, including the implementation of ESG regulatory requirements, expectations of institutional investors, and obligations related to new and upcoming legal requirements.
  • Corporate Tax Strategy
    • Advising on the risks and opportunities related to ESG in the current corporate tax environment and with an eye on anticipated updates in the future.
    • Counseling companies with legal and financial matters related to transfer pricing, corporate and supply chain tax structures, and the long-term viability of tax structures and ESG investments.
  • ESG Investment & Corporate Transactions
    • Navigating ESG due diligence for acquisitions, financings and vendor partnerships.
    • Counseling buyers, sellers and investors on the valuation effects of ESG-related transactions.
    • Mitigating risk for both buyers and sellers in the context of a transaction, including representations and warranties insurance (RWI), as it relates to ESG.
    • Counseling public companies and those pursuing IPOs on regulatory requirements, governance, executive compensation and other matters where ESG concerns arise.
    • Advising private equity-backed and other privately held companies on devising and implementing ESG strategies including relevant corporate policies, governance structures and executive compensation packages that use ESG metrics.
  • Litigation, Dispute Resolution & Investigations
    • Representing clients in litigation involving environmental and climate chain disputes, health and safety issues, securities and shareholder actions, supply chain matters, sustainable products, and more.
    • Counseling and defending companies and their directors and officers in investigations and enforcement-related actions brought by the SEC, DOJ and state attorneys general offices.
    • Conducting internal investigations involving anti-corruption, global supply chain practices and procurement, environmental compliance, workplace issues and other ESG-related issues.
    • Advising clients on risk mitigation and crisis management.
Audrey J. Anderson
Scott W. Bell
Whitney R. Burnley
Christopher J. Climo
J. Page Davidson
Katie Day
Kevin H. Douglas
Leslie M. Ford
Michael J. Holley
Eric J. Knox
Philip M. Lewis
Vincent B. Lillegard
David W. Marshburn
R. Davis Mello
Bryan W. Metcalf
Michael J.  Rivera
Sehrish Siddiqui
Susan V. Sidwell
Leigh Walton