Sustainability and social responsibility are crucial for the success of modern business strategies. The Environmental, Social & Governance (ESG) framework is indispensable and plays an increasingly prominent role in M&A transactions.
In this 4-day course you will learn how to successfully manage M&A transactions with full compliance to ESG criteria. You will also receive practical skills to guide companies in their transition to sustainable growth using the application and impact of ESG legislation
and models.
Impact CSRD on M&A
With the implementation of the Corporate Sustainability Reporting Directive (CSRD), integrating ESG principles into business activities is not only a moral obligation but also a legal requirement. Organisations will be required to anchor their sustainability goals in mandatory reports.
ESG Due Diligence Scope
By implementing a well-defined ESG Due Diligence Scope, you can ensure that all relevant ESG risks and opportunities are thoroughly assessed and incorporated into the M&A transaction. This will not only help mitigate risks but can also add value to the transaction by enhancing sustainability and social responsibility. This training provides practical knowledge to address this process in an ESG-compliant manner.
Day 1 - (6 Feb) - ESG-landscape / DD Scoping / ESG Risks / ESG Data / ESG Team
Day 2 - (13 Feb) - ESG Compliant Valuation
Day 3 - (6 March) - Transaction documentation / Reporting / Interaction
Day 4 - (13 March) - Process management / Post-acquisition ESG integration
3 April - ESG Compliant M&A Exam (2 hours)
ESG COMPLIANT M&A EXPERT Certificate
You will complete the course by taking an exam to obtain the ESG COMPLIANT M&A EXPERT Certificate. The Curae Futurum Foundation, as the accrediting body, administers this exam. Curae Futurum has an examination committee that monitors and evaluates the quality of the courses, the exam, and continuing education.
After passing the exam you participate in the practical focused continuing education (CE). By participating in the CE program, you maintain your certification and stay updated on the latest developments in ESG Compliant M&A.
For whom?
The Certified ESG Compliant M&A Expert programme is for those who are (co-)responsible for ESG Compliant M&A.; accountants, lawyers, legal counsels, financials, asset managers, tax specialists. By having all these professionals participate in a single training, an inspiring mix of perspectives on the subject is created.
Study load
- Training: 24 hours (4 days, 6 hours net per day).
- Preparation and assignment completion: approximately 16 hours (average of 4 hours preparation per day; study load may vary based on the complexity of your organization,
which serves as the basis for the assignments).
- Exam: 2 hours.
- Exam preparation: minimum of 8 hours (also depending on the depth and completeness of the assignments completed during the course).
ESG (regulatory) landscape
- ESG context and insight into various regulations
- Key ESG trends and impact on organizations
- CSRD, CSDDD, SFRD, EU Taxonomy
ESG (ESRS) related to M&A
- Evaluation of companies on ESG variables and which ESG factors have a significant impact on valuation
- Motives, strategy, regulation, valuation, tactics, dealmaking, stakeholder engagement, integration, and success measurement in M&A
- Differences in M&A between geographic regions and ownership structures worldwide
- Evaluate the success and failure of M&As
- Impact of ESG [CSRD – CSDDD] on both the “buy” and “sell” sides of M&A
- Differences in approaches and objectives between corporate/”strategic” buyers and “financial”
buyers regarding ESG
Defining Due Diligence Scope
- Specific ESG requirements in M&A
- Strategic Priorities: From specific environmental impact to social responsibility, governance practices, and
legislation
- Why ESG in due diligence?: Explanation of the shift from traditional financial due diligence to a broader
focus on sustainability and social impact
- The role of ESG risks and opportunities: How ESG factors can influence a company’s value and risk
Identifying ESG risks
- Material ESG risks impacting the deal
- Sector-specific ESG risks: (e.g., energy, technology, manufacturing)
Collecting and analyzing ESG data
- Obtaining relevant ESG data: What information needs to be collected (e.g., ESG reports, audits, certifications)
- Qualitative vs. quantitative ESG information: Analyzing both measurable ESG factors and less tangible aspects
such as company culture and reputation
- Use of ESG standards and frameworks: Recognized standards like GRI (Global Reporting Initiative), SASB
(Sustainability Accounting Standards Board), and TCFD (Task Force on Climate-related Financial Disclosures)
Integration of ESG in the Due Diligence process
- ESG-inclusive Due Diligence checklist: Tools and checklists for ESG factors that need to be included in
the assessment
- Practical integration of ESG assessments: How ESG evaluations can be integrated into the broader financial
and operational due diligence process
- Collaboration with ESG specialists: The importance of involving internal and external ESG experts in the due
diligence process
ESG M&A team
- Why an ESG M&A Team?
- The role of the ESG value chain in your CSR policy
- Creating and maintaining a network to support your CSR policy
- Core competencies for ESG Due Diligence
- ESG Integration Management
- Risk Management and Compliance specialists
- ESG M&A Team and Steering Committee
ESG landscape
- ESG context and insight into various regulations
- Key ESG trends and impact on organizations
- CSDDD
- Influence of ESG on the Net Present Value Rule in capital budgeting to obtain reasonable estimates
of company value in an M&A context, by using ESG variables
Influence of ESG on valuation and valuation models
- Influence of ESG topics on the application of the Net Present Value Rule in capital budgeting to obtain
reasonable estimates of value in an ESG-M&A context
- ESG Impact on Valuation
- How ESG factors influence company valuation:
- Explanation of how ESG performance or risks can increase or decrease company valuation
- Scenario analysis and stress testing: Applying scenarios in which ESG factors (e.g., stricter environmental
regulations, social pressure) can impact the value of the acquisition
ESG Acquisition Finance
- Introduction to the practice of mergers and acquisitions (M&A) from an ESG perspective
- Practical impact of ESG on the necessary quantitative tools to understand and apply the financial
aspect of preparing a deal
- It covers both public and private deals where large companies and SMEs are involved as market
participants
- Emphasis on the importance of ESG’s influence on deal structure, management behavior, and the ability
to assess the success of a deal in relation to ESG performance and documentation
- Case Study
Preliminary Research and Initial ESG Screening
- Reporting: Preliminary ESG assessment – An initial ESG report that outlines the key ESG risks and opportunities of the target company
- Interaction: Internal discussion with the M&A team and ESG specialists
Due Diligence-pfase
- ESG Due Diligence Report – A detailed report providing an indepth analysis of environmental, social, and
governance aspects, including quantitative and qualitative findings, using ESG frameworks such as GRI
or SASB
- Information & the target company – Interaction to address outstanding ESG questions and obtain
additional data
Reporting & monitoring
- Materiality analysis
- Reporting: ESG Impact on Valuation report
- Interaction: Internal evaluation with financial and ESG analysts
- Reporting: ESG-inclusive contractual clauses and warranties
- ESG reporting for regulators and investors
- Post-acquisition ESG integration plan focused on ESG compliance and continuous improvement
- Monitoring and evaluating ESG performance for the first 1-3 years after the acquisition
- Regular internal reporting to track progress on ESG objectives and compliance