Funds

We regularly advise impact and ESG-focused investment funds on U.S. federal securities laws applicable to private fund advisers

The SEC’s general principles-based regulatory framework for investment advisers provides the overarching guidelines applicable to ESG investing.

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We act as advisor for many leading funds on the formation of their social impact investing platforms.

Outside the fund formation space, we regularly work with social impact funds on their ESG policies and compliance strategies, including on reconciling requirements of the nascent reporting frameworks cross-jurisdictionally, as well as on the execution of their downstream investments.

M&A

From diligence to post-closing, companies are increasingly expected to integrate ESG into all phases of an M&A transaction. Cleary has a dedicated team of M&A lawyers that have been at the forefront of deals that involve ESG-centric issues, across a broad range of industries. 

As M&A continues to account for areas outside of traditional shareholder returns, so too does shareholder activism. In recent years, companies have increasingly become targets of activists looking to change areas of the company that have more to do with ESG than the balance sheet, and shareholders are progressively keen on maintaining a board that is focused on the impacts of ESG on long-term returns. 

Cleary has regularly advised clients on the impacts of this new breed of ESG activist – we have a team of lawyers with expertise in advising corporate clients globally in preparing for and responding to activism and proxy contests, shareholder engagement, and in connection with adopting or “keeping on the shelf” poison pills.  Our team has expertise on the role of ESG in these matters and has experience guiding companies experiencing varied and changing activist demands.

Notable Experiences

Selected Highlights – Funds

  • Acumen, a global non-profit, in the formation of Acumen Resilient Agriculture Fund, a first-of-its-kind fund which aims to impact 10 million lives by supporting companies that align with the climate adaptation objectives of the fund in participating countries in Africa.

  • BlackRock in its partnership with Mexico Power Group, its equity investment in the 130MW La Bufa wind farm in Mexico, and approximately $215 million in financing for the project.

  • Breakthrough Energy Coalition in the formation of Breakthrough Energy Ventures, a fund spearheaded by Bill Gates committed to investing in  technologies to provide reliable, affordable power with zero emissions.

  • Citigroup Venture Capital Latin America and Darby Overseas Investments Ltd. in their $40 million investment in Promotora Ambiental, S.A. de C.V. (PASA), a Mexican waste management company.

  • Fintech Energy in its investment in Emgasud, one of Argentina’s leading gas distribution companies and the owner and developer of some of the most significant renewable energy projects in the country, including the largest wind farm in Argentina.

  • International Financial Corporation in its €100 million investment in Veolia Voda SA to support infrastructure development in Eastern Europe.

  • KKR in the formation of KKR Global Impact, its first social impact fund.

  • NatureVest in the formation of Cumberland Forest LP, which seeks to acquire 254,000 acres in the Central Appalachians and implement climate-smart forest management, recreation, and restoration strategies.

  • TPG in the formation of TPG Alternative and Renewable Technologies Partners, a private investment fund focused on investments in alternative and renewable technologies.

  • TPG Growth in the formation of The Rise Fund I and II, global impact investment funds focused on investing in companies driving measurable environmental and social impact.

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Selected Highlights – M&A

  • Akamai Technologies in its cooperation agreement with Elliott Management and other governance and shareholder value initiatives.

  • Alstom in its €2.594 billion transfer of all its interests in three energy joint ventures (Renewables, Grid and Nuclear joint ventures) to General Electric.

  • Artius Acquisition Inc., a special purpose acquisition corporation (SPAC), in connection with its $1.8 billion business combination with Origin Materials.

  • Atlantic Power in activism activities by different shareholder groups, including by Mangrove Partners and advice on board appointments, corporate matters, and succession issues.

  • ENGIE, a French-headquartered global utility company, in its acquisition of BTE Renewables, one of Africa’s leading renewable energy companies, from Actis.

  • ENI in its strategic agreement with Falck Renewables for the joint development of renewable energy projects in the United States.

  • Falck Renewables in the sale of a 49% interest in six onshore wind farm projects in the UK to Copenhagen Infrastructure Partners.

  • GFL Environmental in its $5.125 billion sale to BC Partners and Ontario Teachers’ Pension Plan.

  • Solvay in addressing Bluebell’s challenge on Solvay’s ESG performance.

  • TerraForm Power’s Corporate Governance Committee in the company’s joint acquisition with SunEdison, its majority shareholder, of First Wind, valued at $2.4 billion.

  • TPG Rise Fund in the acquisition of The Electric Highway Company Limited by Gridserve Holdings Limited, a tech-enabled sustainable energy business.

  • TPG Rise Climate, in its investment in Tata Motors’ electric vehicle and infrastructure business.

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