ESG for Private Equity Managers and their Portfolio Companies

On February 11, 2025, SEC staff updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor rather than a long-form Schedule 13D. This post provides an overview of the updates.

On his first day in office, President Trump issued a slew of Executive Orders and Memoranda, spanning a broad range of topics. This post takes a look at many of the Day 1 actions and pronouncements of relevance to ESG legal and compliance professionals, which will inform and, in some cases, transform their work in 2025.

The 2025 Presidential Transition Project – or Project 2025 – contains well over 200 substantive mentions of ESG-related terms and concepts, even though ESG only takes up a small part of the document. This post provides an overview of 70+ policy recommendations from the Mandate.

With the House remaining in Republican hands for the next two years – albeit by a small margin – and the Senate flipping Republican, some anti-ESG bills introduced in the current 2025-2026 119th Congress may get more traction than those in the last Congress. Since anti-ESG bills introduced in the 119th Congress are likely to be based on those introduced in the 118th, this post looks at some of the bills introduced during the last two years.

2025 will be another evolving – and challenging – year for ESG compliance. However, part of the job of legal and compliance professionals is to try to anticipate where requirements and risk are heading and make sure their company is on the right road to being prepared. The predictions in this post are intended to help make that difficult job a little easier.

This post provides a look-back at ESG-related developments in the asset management space during the second half of 2024. It aims to catch the reader up on what has transpired, while also providing related, forward-looking thoughts. Topics include U.S. and non-U.S. regulatory developments, SEC enforcement trends, state law activity developments and litigation updates.

The question on everyone's mind is whether 2025 will see a steep change in EU Sustainable Finance Disclosure Regulation? The Platform on sustainable finance, an advisory board to the European Commission, seem to think so with their proposal to overhaul the current regime and replace it with a new categorization system. This post provides an overview of the Platform’s recommendations.

Since 2021, Ropes & Gray has been actively tracking actions that states have taken on how or whether ESG factors should be applied to the investment decisions for public sector retirement systems. This post links to a white paper that addresses what has happened in each of the states, selected commentary and an assessment of the state’s policymaking regarding ESG and public pension investments.

Bills were reintroduced in the New York State Senate calling for greenhouse gas emissions and climate risk disclosures. Similar bills were introduced last session. This post describes the key provisions of the new bills.

The California Air Resources Board is seeking public feedback as part of its implementation of California’s pending GHG emissions and climate risk disclosure laws. This post describes these laws – the Climate Corporate Data Accountability Act (SB 253) and the Climate Related Financial Risk Act (SB 261) – and the topics CARB seeks feedback on.

As of January 15, 144 entities are on the UFLPA Entity List and therefore prohibited from importation into the United States under Section 307 of the Tariff Act. This post provides an overview of recent additions to the Entity List and observations to take into account when looking ahead.

The EU’s new Forced Labor Regulation will apply starting on December 14, 2027. The Regulation will prohibit products made with forced labor from being imported into or exported from the EU or otherwise made available on the EU market. This post discusses the Regulation in detail and provides seven compliance takeaways.

In December, the Australian Government issued its response to the 2023 statutory review of the Modern Slavery Act. This post discusses the Response, next steps, possible amendments to the Act and take-aways for U.S.-based multinationals that report under the Act.

On January 10, 2025, Judge O’Connor of the Northern District of Texas issued a much-anticipated ruling in Spence v. American Airlines, Inc., which marks the first time that a federal judge has written an on-the-merits decision on ESG and the duties of retirement plan fiduciaries under ERISA. This post provides an overview of the opinion, the ramifications thereof and practical takeaways.

The 2024 decline in introduction and enactment of state legislation regarding the use of ESG factors by asset managers and pension officials with respect to the investment decisions of governmental plans suggests that the battleground has shifted from the statehouse to the courtroom as more of these laws have been challenged for their enforceability. This post provides an overview of relevant litigation.

The October 21, 2024 settlement between the SEC and WisdomTree Asset Management Inc. demonstrates the continuity in SEC ESG enforcement. This post provides an overview of the case and key takeaways for funds and advisors.

Ropes & Gray – in conjunction with leading law firms across Europe – has published another update to its monthly CSRD Transposition Tracker. The Tracker describes Corporate Sustainability Reporting Directive transposition activity across the 27 EU member states and three EEA EFTA countries. This post includes a link to the updated tracker.

The European Financial Reporting Advisory Group has published a paper mapping the environmental disclosure requirements of the European Sustainability Reporting Standards to the voluntary EU Eco-Management and Audit Scheme framework. This post provides and overview of the EFRAG paper and the synergies between EMAS and the Corporate Sustainability Reporting Directive.

At the end of November, the European Commission published 155 FAQs that clarify various aspects of the Taxonomy Regulation. The aim of the FAQs is to help stakeholders cost-effectively comply with regulatory requirements and ensure that the reported information is comparable and useful in scaling up sustainable finance. This post provides an overview of key takeaways from the FAQs.

Ropes & Gray has a leading practice helping U.S.-based multinationals prepare for compliance with the EU’s Corporate Sustainability Reporting Directive. For many of these companies, compliance begins with fiscal 2025. This post includes a series of links to Ropes & Gray CSRD compliance resources.