Introduction In the United States, environmental, social and governance (ESG) regulation is not a single regime. It is a patchwork of disclosure rules, consumer protection standards, trade and import controls, environmental permitting and chemicals controls and governance or accountability doctrines, enforced through multiple channels at once: federal agencies, state attorneys general and a high volume of private litigation. Execution risk In practice, US ESG execution risk is driven by whether: • a statement (to investors, consumers, employees, or regulators) can be attacked as misleading (or a fact necessary to make a statement not misleading was omitted) • a product or supply chain can be blocked at the border or restricted in-market, and • facilities or projects can keep permits and manage incidents without compounding liability For companies, management and law firm opinions, the core liability pattern is familiar: disclosure and marketing claims are subject to civil litigation, criminal charges, and/or agency enforcement action, often without reliance on any bespoke ESG law. Company ESG statements Public company ESG statements are subject to varying levels of liability based

This Practice Note discusses the EU environmental social governance (ESG) (also referred to as sustainability) integration measures, which amended delegated acts under the Alternative Investment Fund Managers Directive 2011/61/EU (AIFMD), the Undertakings for Collective Investments in Transferable Securities (UCITS) Directive 2009/65/EC and the recast Markets in Financial Instruments Directive 2014/65/EU (MiFID II), including impact on the industry. It also briefly flags the UK’s divergence with regards to these measures. What were the ESG integration measures? In August 2021, a suite of measures (the Delegated Acts) were published in the Official Journal of the EU, see Application of the ESG measures below, which affected UCITS management companies, alternative investment fund managers (AIFMs) and MiFID investment firms (collectively, managers). For practical guidance on managers, see Practice Notes: Undertakings for Collective Investment in Transferable Securities (UCITS)—essentials, UK regulation of alternative investment fund managers—essentials and EU MiFID II and MiFIR—essentials. The Delegated Acts further developed the European Commission’s Sustainable Finance Action Plan, originally published on 8 March 2018. The Delegated Acts followed the EU Sustainability

‘ESG’ refers to ‘environmental’, ‘social’ and ‘governance’. ESG is becoming increasingly important in the context of real estate finance (REF) as lenders and borrowers are more conscious of the impact that loans and their use will have on wider society. Consequently, ESG factors can now directly affect the obligations of borrowers under finance documents, as well as influencing lenders’ credit assessments and the overall cost of debt finance. This Practice Note explains: • the key ESG initiatives and guidelines that are relevant to REF • the minimum energy efficiency standards for buildings • the use of green loans and sustainability-linked loans in the REF sector • the key issues to consider for ESG due diligence in REF transactions • ESG provisions that are applicable in REF documentation, and • greenwashing issues Industry body initiatives and guidelines There have been a number of industry initiatives which have shaped, and continue to shape, this segment of the REF market. Green loans and the Green Loan Principles (GLP) ‘Green loans’ are any type of loan

This Practice Note addresses ESG issues in trade and commodity finance transactions. It focuses on trade finance instruments and the bilateral, syndicated and club financing structures commonly used in trade and commodity finance transactions. It explains how ESG considerations are typically incorporated into these transactions, and how broader ESG principles are adapted in practice to reflect the economic, operational and legal characteristics of commodity trading businesses and trade finance structures. It does not cover capital markets instruments, such as green bonds or sustainability-linked bonds. Trade and commodity finance covers a range of financing structures, from classic trade finance instruments such as letters of credit linked to individual trade flows, through structured trade finance and loan facilities supporting working capital for ongoing trading activity, to asset-focused financings that sit alongside, or overlap with, asset finance and project finance structures. For more information, see: Types of trade and commodity finance transactions—overview. In many cases, however, financing supports commodity trading businesses on a portfolio basis, rather than discrete, ring-fenced assets or projects. In addition,

Scope of Practice Note This Practice Note summarises, in tabular form, cases and decisions (in England and Wales) of interest which are relevant in the ESG (environmental, social and governance) sphere. As explained in Practice Note: How to understand ESG civil litigation risk, ESG related claims can cover what an entity: • does or fails to do in relation to its ESG obligations • says it is doing in relation to its ESG obligations in both cases whether those obligations derive from legislation, regulatory or self-imposed (voluntary). Given this, some of the key cases which have been considered to date to have relevance in the ESG sphere include cases concerned with: • climate change (obligations, breaches, environmental damage) • greenwashing (misleading statements about green credentials or misleading practices) • alleged forced and abusive labour practices • corporate governance breach, ie cases involving breach of legislative and regulatory requirements, such as breaches of the Financial Services and Markets Act 2000 (FSMA 2000) or the Companies Act 2006 (CA 2006) Sometimes these areas will overlap.

STOP PRESS: On 1 July 2026, ESMA published a public statement clarifying how the exemption under Article 2(2)(k) (in relation to ESG ratings issued by an authorised ESG rating provider where such ratings are published or distributed by a third party), will apply in the time period from 2 July to 2 November 2026. After 2 November 2026, it will no longer be possible for third parties to publish or distribute the ESG ratings of an ESG rating provider unless the provider has applied for authorisation, recognition, or registration under the temporary regime for small ESG rating providers, and appears on ESMA’s Article 14 register (to be made available on ESMA’s website). After 2 November 2026, third parties should consult ESMA’s register to determine which ESG rating providers’ ratings they may continue to publish or distribute. Introduction Environmental, social and governance (ESG) factors play an increasingly important role in financial markets. This has led to a significant increase in the demand for ESG ratings and data products, with investors increasingly embedding ESG rating targets or thresholds in

This Practice Note focuses on why (re)insurers and intermediaries need to address environmental, social, and governance (ESG) risks. For guidance on the ESG initiatives, regulations and legislation that are relevant to (re)insurers and intermediaries, see Practice Note: ESG and insurance—essentials. Risk landscape Physical risks Catastrophic losses Losses related to physical risk factors, such as severe weather (including floods, wildfires and storms), can be insured and may directly affect insurance companies through higher claims. Recent catastrophe-loss data illustrates the scale of this exposure: • Munich Re reported that worldwide natural disasters caused losses of approximately USD 320 billion in 2024, of which around USD 140 billion were insured, materially above the inflation-adjusted averages for the previous ten and 30 years • Swiss Re similarly reported that global insured losses from natural catastrophes reached USD 137 billion in 2024 and projected that, if the trend continues, insured losses could approach USD 145 billion in 2025 • Aon reported global economic losses from natural disasters of USD 368 billion in 2024, driven in particular by

Life Sciences analysis: Harriet Hanks, counsel, James Smith, associate, Samuel Kasadha and Shaurya Kothari, trainees, of Freshfields Bruckhaus Deringer LLP discuss the ESG trends emerging from the UK’s new commitments to tackle antimicrobial resistance (AMR).

This clause is a generic guide and checklist to introduce sustainability-linked principles into derivatives documents where the ESG-related performance criteria are not linked to any other underlying loan documents. The clause will incentivise counterparties by introducing a corresponding

ARCHIVED: This Practice Note has been archived and is not maintained. Introduction This Practice Note sets out the recommendations to adopt mandatory requirements, for certain UK companies to publish a net zero transition plan. Many companies are already publishing their commitments to achieving net zero on a voluntary basis in accordance with comply and explain basis requirements for listed companies because reporting net zero transition plans are not yet mandatory. The publication of a best practice standardised disclosure framework for climate transition plans on 9 October, 2023 by the Transition Plan Taskforce (TPT) was accompanied by a call by the TPT’s Co-Chairs, Amanda Blanc, CEO of Aviva, and Baroness Penn, Treasury Lords Minister HM Treasury, for companies to use the TPT’s best practice resources to start their transition plans to Net Zero. It has long been anticipated that mandatory requirements will follow the TPT’s development of a gold standard Disclosure Framework. This Practice Note focuses on the TPT’s standardised Disclosure Framework for climate transition plans and the accompanying

What is ESG? The term ‘ESG’ encompasses three pillars: ‘environmental, social, and governance’ issues. Understanding the three pillars can be confusing, as they are often interlinked. Briefly, they include some of the following: • environmental—this involves assessing the environmental impacts of an organisations business activities. For example, emissions, pollution, water consumption, impact on nature and waste caused as a result of their operations • social—looks at potential human rights risks across supply chains, such as human trafficking, and modern slavery • governance—looks at the way a company governs itself, for example its code of conduct, recruitment practices, board of directors. The G is far broader than the other two pillars, therefore it can be difficult to measure. However, it is essential as without good governance and organisation, considering environmental and social aspects would not be possible For further details on elements to ESG, see below diagram: These three pillars are becoming essential considerations for businesses within their supply chains and business activities. How does ESG relate to corporate social responsibility? ESG differs from corporate

These training materials contain template PowerPoint slides and associated notes for use by a trainer when introducing the law relating to ESG. Topics covered include: the three pillars of ESG issues and their practical application, ESG ratings, tips for creating and implementing ESG strategies, corporate social responsibility, the key legislation and guidelines, reporting and disclosure responsibilities. The training materials are customisable. Click the link below to download the PowerPoint presentation. Contents • What is ESG? • Key legislation/guidelines • International frameworks and standards • ESG ratings • Stakeholder investment and financial longevity • Practical application of the three ESG pillars • Role of legal professionals • Practical tips on creating and implementing an ESG strategy Summary This presentation provides an introduction to the law relating to ESG. Purpose