Governance and Sustainability

Governance and sustainability issues, also commonly referred to as Environmental, Social and Governance (ESG), touch nearly every aspect of Vinson & Elkins’ practice, including projects and transactions in the energy transition space, helping companies develop governance and sustainability policies and plans, and assessing potential litigation and regulatory risks, including those that relate to the complex landscape facing companies, investors, and other corporate stakeholders.

Our interdisciplinary team is dedicated to helping companies, investors, and stakeholders proactively understand, manage, and disclose ESG strategies, risks, and opportunities, as well as mitigating investigatory and litigation risks by drawing upon deep knowledge of many practice areas across the firm. By equipping our clients with the right resources, we can help organizations build and communicate long-term governance and sustainability strategies and deliver an empowered message to their stakeholders, while mitigating complex risks facing clients as they navigate the competing and sometimes irreconcilable demands from stakeholders, regulators, government agencies, and litigants. Covering a broad range of topics and issues, including climate change, sustainability, corporate social responsibility, human rights, diversity, cybersecurity, the proxy advisor/ESG rating process, and investor relations.

V&E also regularly helps clients manage competing demands from anti-ESG parties. This includes evaluating corporate and investor statements through V&E’s deep expertise in disciplines such as antitrust, government enforcement and investigations, employment and labor and anti- and reverse-discrimination considerations, and fiduciary duties under state law, as well as helping clients pragmatically plan for and address campaigns aimed at corporate reputational issues and political or other governmental investigations. Our cross-functional practitioners draw upon the significant capabilities in our governance, environmental, technology, shareholder activism, sustainable finance, antitrust, governmental investigations, litigation, and labor and employment teams to provide practical and tailored guidance for our clients.

Our team regularly assists clients with the full scope of governance and sustainability issues, including:

Critically analyzing risk profiles through our deep understanding of the relevant frameworks, guidelines, and rating systems
Creating and implementing long-term governance and sustainability strategies around securities reporting, voluntary disclosures, and stakeholder communications
Effectively communicating with the Board of Directors on governance and sustainability issues and advising on Board oversight of these matters
Working with clients to form and restructure internal core governance and sustainability teams, identify gaps or overlaps in responsibilities and duties, and provide trainings to the core governance and sustainability team
Assisting with governance and sustainability integration efforts, including with respect to building and enhancing a corporate culture in alignment with a company’s goals
Conducting due diligence on governance and sustainability issues
Engaging with investors on governance and sustainability issues, including assessing public positions and investor engagement programs
Assisting clients in assessing governance and sustainability issues as a tool in activism defense and proactivity
Representing clients in shareholder activism and proxy fights relating to governance and sustainability matters
Working with clients to disclose key governance and sustainability information, including the coordination of reporting climate scenario analyses, required financial disclosures, and other investor relations communications to manage litigation risk related to common-law climate change claims and other claims
Advising on avoidance of greenwashing claims
Managing governmental investigations regarding allegations of breaches of fiduciary duties and similar criticisms of nonpecuniary corporate efforts
Advising on litigation risks associated with employment practices and social initiatives, such as diversity, equity and inclusion (DEI) initiatives
Assessing and preparing for changes in governance and sustainability regulatory regimes
Supply chain matters
Cyber security matters
Sustainable finance, including green bonds, sustainability-linked financing and the employment aspects of those loans
Advising on the sustainability rating process and proxy advisory and shareholder voting guidelines

Experience Highlights

Major U.S. Airline in the development and implementation of carbon offset offering program, including with respect to offset generation, verification, and trading matters, and commercial agreements related to same
Major institutional investor in an investigation by certain state bodies for allegations of anticompetitive behavior in pursuit of ESG outcomes
Major retailer in its securities reporting regarding complex stakeholder demands relating to DEI goals and initiatives
Multiple upstream and midstream companies in their defense against shareholder proposals regarding greenhouse gas emissions and setting of climate targets
International energy company in the formulation of strategic GHG reduction goals, including reallocation of capital towards low-carbon energy technologies
Advised a leading global bank on the preparation of the first U.S. Task Force on Climate-related Financial Disclosures (TCFD) Report; also advised on preparation of second and third TCFD Reports
Advising several large publicly traded companies on ESG risk management strategy, working hand-in-hand with senior management and internal company stakeholders to identify key ESG risks and develop processes, governance structures, and communication strategies to manage these risks
Provided full-service counseling on ESG reporting and GHG reduction targets, strategic advising, board education, and disclosures counseling around climate risk and goal setting to multiple energy companies
Advising an E&P company on the legal considerations related to the preparation of its first climate change report and related corporate governance changes, including modifications to board committees to address climate change risks