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ESG Due Diligence

Sustainability determines value and future-proofing. We assess ESG (Environmental, Social, and Governance ) risks, regulations and opportunities, and translate them into concrete impacts on transactions and strategy.

ESG Due Diligence

ESG transaction support

Sustainability, governance and social impact have become integral to the transaction process. Buyers, sellers, financiers and other stakeholders want to understand the ESG risks and opportunities associated with a company and the proposed deal.
With ESG due diligence and clear agreements in the transaction documentation, you can effectively address issues such as climate risk, grid congestion, working conditions, supply chain responsibility and governance.
We support both buy-side and sell-side in identifying, assessing and capturing ESG aspects within the transaction process.

ESG Due Diligence, Quick scans and Reviews

Depending on the size and type of transaction, ESG analysis can vary from a compact quick scan to an in-depth due diligence study. The key question is always which ESG themes are material to the company and the transaction and how they translate into risks, opportunities and concrete focus points for valuation and decision-making.

We examine the following areas:

  • Environmental, social and governance strategy and policies
  • Compliance with relevant laws and regulations, including future obligations
  • Organisation of ESG efforts and ESG data within the company, roles and responsibilities
  • Working conditions, health and safety, diversity and inclusion
  • Chain risks and supplier policy
  • Data quality and availability for reporting and accountability
  • ESG-related contractual obligations towards customers, suppliers and financiers

We document the outcomes in a clear report that summarises key findings, risks and opportunities for improvement. For buyers, the focus is on risk assessment, integration and value creation. For sellers, the focus is on strengthening the company's ESG profile and avoiding unexpected discussions in the process.

ESG provisions in transaction documentation

ESG topics increasingly play a role in purchase agreements and other transaction documents. Examples include guarantees of compliance with laws and regulations, agreements on reduction targets or conditions around supply chain policy.

We help translate ESG findings into concrete contractual agreements, including:

  • ESG-related warranties and indemnities
  • Agreements on information and reporting after closing
  • Contidions related to policy, governance and compliance
  • Linking variable pricing mechanisms or earn-out to ESG performance
  • Agreements with management on implementation of ESG measures

This ensures that the ESG ambitions and risk allocation set by the parties are accurately reflected in the transaction documents.

ESG integration and value creation

Besides the due diligence process, we help think about how ESG topics can be integrated into the organisation after closing and how they can contribute to value creation.

Our advisory services include:

  • Drawing up a pragmatic ESG roadmap with clear priorities, targets and KPIs
  • Identifying quick wins and long-term initiatives that support value creation
  • Integration of ESG in governance, risk management and reporting
  • Link with financial and operational objectives
  • Design of policies and internal controls
  • Preparation for regulatory and reporting obligations, such as CSRD, EUDR or CBAM

The aim is a practical roadmap that approaches ESG not only as a risk, but also as an opportunity to position the company for the future.

Multidisciplinary cooperation

ESG considerations never stand alone. We align our ESG analysis with legal and financial due diligence as well as with the tax implications and strategic choices in the transaction.

This approach creates a cohesive understanding of the company, the material ESG risks and opportunities and the measures needed to shape the transaction in a sustainable and manageable way.

ESG Due Diligence

ESG DD is an examination of a company's key environmental, social and governance issues ahead of a transaction. It identifies material risks, liabilities and concerns that could affect the value, continuity, reputation or viability of the transaction. In addition, ESG DD is relevant to every company: in employment agencies and retail, the focus is often on social, in manufacturing and logistics on environment, and in tech and financial services on governance

In particular, risks that could lead to financial liabilities, reputational damage or limitations in business operations. These include deficiencies in permits and compliance, serious or recurring safety incidents, historical environmental problems (such as soil contamination), supply chain risks (labour and human rights at suppliers) and integrity issues (fraud or corruption signals).

Within environment, the focus is on issues such as permits and compliance, emissions and waste streams, handling hazardous substances, energy consumption and CO₂ emissions, and possible clean-up or remediation obligations. In addition, the increasing focus on emissions and pollution can have an impact through new laws and regulations, but also through additional costs (e.g. for measurements, reporting, investments in sustainability or possible levies).

Within social, the focus is on safety and working conditions, such as policy and training, incident registration, follow-up of points for improvement and trends in absenteeism and employability. It also includes broader social aspects, such as the impact on the immediate surroundings (e.g. local residents and the local community), and any nuisance to the neighbourhood.

Here, the key point is: is the organisation being governed in a sustainable and accountable manner? This includes diversity and transparency, but also governance structure and responsibilities, internal management and controls, integrity and reporting channels, privacy and data protection, and compliance with laws and regulations.

M&A Legal

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HR Due Diligence

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Financial Due Diligence

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Valuation Services

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M&A Tax

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ESG Due Diligence

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Transactions require more than just numbers

A successful transaction depends on timing, negotiation, and strategic insight. While accurate analysis is crusial, it’s only valuable when it is translated into concrete implications for your position, your risk, and your decision-making. We ensure that facts and figures are put into context.

In-depth insight
Successful transactions

We use data analysis to give you in-depth insight into trends and developments. Our goal is to help you make the best decisions based on factual information.
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