Legal due diligence is no longer a foreign or optional process in mergers and acquisition (“M&A”) exercises. Studies have shown a correlation between robust due diligence and successful M&A transactions.
In today’s business climate, the process of investing is becoming more complex. Carbon emissions, human rights breaches and corrupt governments provide certain levels of risks that may impede or hinder the achievement of the investment objectives, while enhanced regulatory restrictions as well as the rising awareness and strengthening of the moral compass within corporate organisations and their stakeholders’ force investors to be more diligent in their potential and current investments.
In the global effort of sustainability transition, we have seen tremendous increase in the pressure for more transparency on environmental, social, and governance (“ESG”) aspects before M&A deals are signed and completed. The rise in ESG investing — a term representing sustainable investing — demonstrates the instrumental role of the “green agenda” in the decision-making process of M&A exercises. In other cases, deals may be reversed due to a misrepresentation on the part of vendors in regard to their compliance with ESG requirements of the purchasers in the day-to-day running of the respective target businesses or entities. As a result, apart from the general fundamental areas such as corporate information, business activities, property, litigation, personnel and compliance with laws and regulations, more investors are stressing that ESG aspects of the target businesses or entities be assessed in the legal due diligence process in order to avoid prospective pitfalls and improve long-term viability and valuation.
In this webinar, we look to provide an insight into the basic process of M&A and legal due diligence exercises involving ESG aspects. We will attempt to zoom in the key areas and specific procedures including the suggestions of best practices that lawyers should take into account or adopt when conducting due diligence in an acquisition exercise in the era of “ESGaware” investing towards a sustainable and greener socio-development.
Mohd Farizal Farhan is a partner and corporate lawyer at Rosli Dahlan Saravana Partnership with more than 13 years of experience in advising clients (including Fortune 500 companies) in negotiating a wide range of transactions including acquisition and restructuring exercises, joint ventures, corporate and commercial deals, major construction projects as well as energy, oil and gas related matters.
He previously served as an in-house legal counsel for Avocet Mining PLC, Hess Corporation, Petroliam Nasional Berhad (Petronas), and Petronas Chemicals Group Berhad.
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