Cleary Gottlieb’s global practice understands the ways that sustainability and environmental, social, and governance (ESG) issues have become significant strategic drivers of global organizations, companies, financial institutions, and investors.

Our firm has been at the forefront of legal, regulatory, and policy developments in this area, both historically and amid calls for a sustainable recovery following the COVID-19 pandemic. We incorporate sustainability and ESG considerations holistically across our practice areas, helping clients reach their sustainability goals and adapt to an evolving business environment.

Cleary’s interdisciplinary team brings complementary insights, knowledge, and experience to these matters, delivering practical advice across a wide spectrum of issues:

  • Sustainable competition law, including work with global regulators on innovative and forward-looking antitrust matters.
  • Sustainable and ESG-focused corporate governance, including board oversight, human capital management, disclosure, and shareholder activism.
  • Sustainability regulatory frameworks, including with respect to GHG emissions, human rights due diligence, and sustainable procurement.
  • Sustainable finance and capital raising, including green bonds and sustainability-linked credit facilities.
  • Sustainability in operations, including environmental and supply-chain frameworks.
  • Litigation, arbitration, and management of disputes involving human rights, climate change, and other environmental concerns.
  • Green investment projects, acquisitions, investments, and investment funds.
  • Tax strategy and disputes, including carbon tax matters.

Our experience also includes engaging with stakeholders on sustainability issues, including regulators on topics such as sustainability in competition law and systemic climate change risk.

Notable Experience

Antitrust/Competition Law

  • Ecology and Environment Inc. (E&E) in its all-cash sale to WSP Global for $65 million. E&E is a U.S.-headquartered environmental consulting firm that works collaboratively with clients to develop solutions to the leading environmental challenges of our time.

  • Valeo in the acquisition of Bosch Automotive’s stake in Zexel Valeo Climate Control.

  • Philips in its $2 billion acquisition of health technology company SpectraneticsDow AgroSciences on the antitrust aspects of its minority acquisition of a 25.7% stake in Barenbrug Holding B.V, a leader in sustainable use and management of grass.

  • Total in its €950 million acquisition of Saft Groupe as part of its ambition in renewable energy and electricity.

  • Akuo Energy on State aid advice regarding a renewable energy project in Martinique.

  • Veolia Environnement in several merger control cases, including with respect to energy services provider Dalkia.

  • EU law advice on the implementation of the Waste Electrical and Electronic Equipment Directive in Italy.

  • COMIECO before the Italian Antitrust Authority in an investigation regarding the  recycling of waste and paper.

  • Veolia on State aid procedures for French aid to renewable energy.

  • AIG Highstar Capital on the antitrust aspects of  its acquisition by its subsidiary, Highstar Harbor Holdings III, of MTC Holdings.

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Green Bonds

  • MercadoLibre in its $1.1 billion inaugural offering of senior unsecured notes, including a tranche of sustainability notes, and the repurchase of $440 million of its convertible senior notes and related capped-call transactions.

  • Alphabet in its inaugural $5.75 billion sustainability bond issuance.

  • Neoen in a €170 million offering of the first-ever European green bonds convertible into new shares and/or exchangeable for existing shares of the issuer.

  • Suzano in its first-ever sustainability-linked notes, the first KPI-linked bonds in the Americas.

  • Citigroup in its first-ever SEC-registered U.S. dollar-denominated green bond offering.

  • HSBC Holdings plc in the issuance of the first corporate sustainable development bond for a total amount of $1 billion. The proceeds from the notes will be used to support businesses and projects in accordance with HSBC’s Sustainable Development Goal Bond Framework.

  • Crédit Agricole in its inaugural €1 billion senior preferred fixed-rate green notes offering and subsequent green notes offerings.

  • Enel in a $1.5 billion sustainable development goals-linked bond offering.

  • Starbucks in a $1 billion sustainability bond offering, which will support Starbucks’ ethical coffee sourcing and its Greener Retail initiative.

  • Verizon in its $1 billion green bond offering.

  • Ontario Teachers’ Finance Trust in its inaugural €750 million green bond offering.

  • The Korea Development Bank in its $300 million SEC-registered green bond offering to finance renewable energy projects.

  • LG CHEM in its $1.6 billion triple-tranche green notes offering.

  • The Republic of Chile in its $1.65 billion SEC-registered green debt offering.

  • The Mexican Ministry of Communications and Transportation and Aeropuertos y Servicios Auxiliares in green bond offerings of $6 billion to finance the construction of a new Mexico City International Airport.

  • Banco Nacional de Desenvolvimento Econômico e Social in its offering of $1.0 billion in green bonds to finance new and existing renewable energy projects.

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Green Capital Markets

  • A syndicate of initial purchasers in Simpar’s $625 million sustainability-linked notes offering and concurrent tender offer.

  • Neoen and Impala SAS in Neoen’s €700 million IPO.

  • Neoen in connection with the €200 million offering of bonds convertible into new shares and/or exchangeable for existing shares of the issuer.

  • French solar company Solairedirect in connection with its proposed initial public offering of shares to be listed on Euronext Paris.

  • The underwriters in the proposed IPO of Eranove, a French company specializing in the production and distribution of electricity in Africa.

  • JinkoSolar in six convertible bond offerings and follow-on offerings totaling over $500 million.

  • Q-Cells in offering approximately €743 million in convertible bonds.

  • Suntech Power Holdings in two convertible notes offerings totaling over $1 billion.

  • The underwriters in a combined global high-yield senior notes reopening and cash tender offer by WPE International Coöperatief.

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Green Investments

  • Qair Energy in the development and financing of renewable energy projects.

  • Akuo Energy on the project financing of several wind farm projects in Croatia and Montenegro, and the related negotiations with the DFIs.

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

  • First Reserve in its partnership with Mexico Power Group, including with respect to its equity investment in the 130MW La Bufa wind farm in Zacatecas, Mexico, and approximately $215 million in financing for the project.

  • 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.

  • DB Masdar Clean Tech Fund in its investment in a solar cell manufacturing project.

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

  • 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.

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Green M&A

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

  • ABB in its $1 billion acquisition of Power-One and its $1 billion acquisition of Ventyx.

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

  • Winwind, a Finnish wind turbine manufacturer, in its acquisition of developed wind park permits from Innovent.

  • GSK in its proposal to acquire Human Genome Sciences, its acquisition of Stiefel Laboratories, its $1.7 billion sale of Quest Diagnostics, and its sale of Aspen Pharmacare. GSK uses green chemistry/packaging to enable more efficient use of resources, reduce environment, health and safety impacts, and minimize cost.

  • Alstom in the sale of its energy joint ventures  to General Electric for a total amount of €2.594 billion.

  • 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.

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

  • Akuo Energy in the financing and sale of wind farm projects in Eastern Europe.

  • The Special Committee of the board of JinkoSolar Holding Co., Ltd. in the sale of its indirectly held 55% equity interest in Jiangxi JinkoSolar Engineering to Shangrao Kangsheng Technology.

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Litigation – Environmental, Climate Change, and Human Rights

  • 3M in litigation arising out of liability associated with environmental disclosures.

  • Bosch in several government agency investigations and multijurisdictional class action litigations in the U.S. in the diesel-emissions scandal.

  • Alpha with respect to a settlement under the Clean Water Act with the EPA and DOJ regarding wastewater treatment systems to reduce pollution from coal mines in multiple states and selenium testing requirements.

  • Del Monte Fresh Produce N.A., Inc. in a series of toxic tort class and mass actions filed across the United States brought by thousands of foreign agricultural workers claiming personal injury from exposure to pesticides.

  • Enichem S.p.A. in consolidated toxic tort and property damage lawsuits in U.S. District Court arising out of a series of warehouse fires.

  • A major technology company in an arbitration relating to an investment in a wind energy project.

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Social Impact Funds

  • TPG Growth in the formation of The Rise Fund I and II, global impact investment funds that are the largest of their kind.

  • KKR in the formation of KKR Global Impact.

  • Breakthrough Energy Coalition in the formation of Breakthrough Energy Ventures, a fund spearheaded by Bill Gates committed to investing in clean energy technology.

  • 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.

  • USAID in the formation of Amazon Biodiversity Impact Investment Fund.

  • Acumen in the formation of Acumen Resilient Agriculture Fund to support companies that align with the climate adaptation objectives of the fund in participating countries in Africa.

  • 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 and CDC in connection with an investment in STS Holdings Ltd, the operator of a multidisciplinary hospital in Dhaka, Bangladesh.

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Sustainable Finance

  • UC Rusal in its $1.085 billion sustainability-linked aluminum pre-export finance term facility – the first-ever sustainability-linked syndicated facility arranged by international commercial banks in Russia, and one of the first facilities of its kind in the world.

  • Edenred in the negotiation of an amended and restated €750 million sustainability-linked facility agreement.

  • Sodiaal International in €60 million ESG Schuldschein loan agreements.

  • Russian Railways in various loan financings including a green financing from the New Development Bank.

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Publications

Events