In my view, it is now an essential part of the M&A investment thesis. Increasingly, we are seeing institutional investors align their portfolio companies towards better ESG compliance and performance, underlining that ESG is now a critical performance KPI for investments. In fact, GPs and managers need to demonstrate a sharp focus on ESG in order to retain and attract certain LPs as part of its capital raising, which in turn flows downwards as more cash to fund M&A activities.

Richard Bull, M&A, London


M&A can play an essential part in helping companies achieve their ESG goals, whether by providing access to new capabilities and technologies that improve ESG performance, or by creating opportunities to scale sustainability initiatives more quickly and efficiently.  Additionally, as ESG has received heightened attention from all stakeholders in recent years, I have seen ESG considerations become a major driver of structure and even a primary impetus for certain deals.  For example, I have helped clients in carve out transactions that were specifically designed to improve environmental stewardship and meet certain investor commitments related to emissions targets.

Simon Sharpe, M&A, New York


The advance of ESG in the marketplace accelerates, with increasing pressure on companies from investors, the press, regulators, and the growth of ESG funds.  Once the SEC implements extensive new disclosure rules, investors are sure to ramp up pressure, using the new public disclosure for leverage, and ESG funds’ diligence will necessarily be more probing.  In M&A, ESG’s profile will only increase in valuation and diligence, not to mention as a factor in “cultural fit.”  A company’s ESG activities (or lack thereof) can impact reputation and valuation, and become a headwind (or tailwind) on stock price, and a lightning rod or deterrent to litigation. 

Frank Zarb, Capital Markets, Washington DC


ESG policies are no longer corporate window dressing. Investors are paying much closer attention to the meaningful incorporation of ESG values and practices within a business. Employees are at the heart of an effective corporate ESG strategy particularly in the context of M&A. As a result we see an increased focus on issues such as ESG driven goals and performance criteria, diversity & inclusion initiatives, workplace culture, and employee retention and wellbeing.

Nicola Bartholomew, Labor & Employment, London

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Photo of Richard Bull Richard Bull

Richard Bull is a partner in the Corporate Department and a member of our Private Equity and Mergers & Acquisitions Groups.

Richard advises on a wide range of corporate work, including M&A, private investments, corporate venturing, joint ventures and corporate restructurings. Richard has…

Richard Bull is a partner in the Corporate Department and a member of our Private Equity and Mergers & Acquisitions Groups.

Richard advises on a wide range of corporate work, including M&A, private investments, corporate venturing, joint ventures and corporate restructurings. Richard has extensive experience of acting on private equity, growth and expansion capital transactions of all types and sizes for sponsors and management teams, both of a domestic and international nature, with a particular focus in the financial services and technology industries.

Richard is described by Legal 500 “as one of the most capable PE lawyers in the market” and “truly excellent.” Richard was also identified by a survey of private equity sponsors undertaken by The Lawyer as one of the top private equity lawyers based in London, and as a highly regarded private equity and M&A lawyer by IFLR 1000.

Photo of Simon J. Sharpe Simon J. Sharpe

Simon Sharpe is a partner and a member of the Private Equity and Mergers & Acquisitions groups.

Simon represents public and private companies and private equity sponsors and their portfolio companies in acquisitions, dispositions, joint ventures, minority investments and restructurings. He also has…

Simon Sharpe is a partner and a member of the Private Equity and Mergers & Acquisitions groups.

Simon represents public and private companies and private equity sponsors and their portfolio companies in acquisitions, dispositions, joint ventures, minority investments and restructurings. He also has experience with spinoffs, secondaries, bankruptcy sales, credit bids, tender offers and recapitalizations, and frequently counsels clients on a variety of securities law, corporate governance, commercial and strategic matters.

Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

Photo of Nicola J. Bartholomew Nicola J. Bartholomew

Nicola is a special international labor & employment counsel in the Labor & Employment Law Department.

Nicola advises clients across numerous sectors on a broad range of transactional and advisory employment law and HR matters. Prior to joining Proskauer, she trained and worked…

Nicola is a special international labor & employment counsel in the Labor & Employment Law Department.

Nicola advises clients across numerous sectors on a broad range of transactional and advisory employment law and HR matters. Prior to joining Proskauer, she trained and worked in leading Magic Circle firms. She also spent a number of years at another leading US law firm and completed a secondment to a global investment bank.

Nicola assists clients in proactively managing HR legal risk on a strategic and day-to-day level. She specializes in:

  • Advising on corporate and commercial transactions with a particular emphasis on the application of TUPE in business transfers, and outsourcing/services arrangements including advising and supporting clients through TUPE information and consultation processes;
  • Advising clients on the full employment life-cycle from complex hires, performance management, grievance and disciplinary procedures to reorganizations and terminations both in the UK and globally;
  • Drafting and negotiating key employment and benefits related agreements including offer letters, contracts of employment, senior executive agreements, bonus and retention arrangements, consultancy agreements, settlement arrangements, secondment and other HR documentation. Guiding clients in drafting, analyzing, and implementing non-competition and confidentiality agreements and other business protection measures;
  • Counselling and supporting teams in the design, implementation and administration of HR policies;
  • Advising on Senior Manager and Certification Regime and Remuneration Code issues;
  • Working closely with key stakeholders, HR and in-house legal teams advising on individual and collective redundancy programs and senior and executive terminations;
  • Collaborating with global employment teams on international employment HR programs; and
  • Creating and delivering training on key HR issues and advising on changes in law including on COVID-19, employee status issues and IR35.