Browsing by Subject "sustainable investing"

Abstract Faculty: Faculty of law Degree programme: Master’s degree programme Study track: Commercial law Author: Getter Villmann Title: ESG Due Diligence in a Share Purchase Transaction from an Investor’s Perspective Level: Master’s thesis Month and year: April 2021 Number of pages: XVIII + 79 Keywords: ESG, ESG due diligence, sustainable investing, mergers and acquisitions Where deposited: The Helsinki University Library Additional information: Supervisor: Jukka Mähönen Abstract: Sustainable or responsible investing has increased its popularity among investors throughout the last decade. Thus, nowadays, a growing amount of investors systematically include environmental, social and governance (ESG) factors as a part of their investment processes. In the context of a share purchase transaction, ESG integration during the investment phase is best achieved through a comprehensive ESG due diligence review performed by the purchaser to support its investment decision. This thesis aims to find answers to the following research questions: (i) what are the benefits and drivers for investors to perform an ESG due diligence review; (ii) how is ESG due diligence process conducted; and (iii) what are the effects of ESG due diligence findings to a share purchase agreement and the proposed transaction. Despite the accompanying financial and time costs, as a conclusion of this thesis, it was identified that performing an ESG due diligence review is beneficial for the investor in several ways. The main benefits of ESG due diligence review are risk mitigation and future ESG related opportunities, impacts on valuation, and higher return opportunities in the long-term perspective. Based on the ESG due diligence findings, an investor can make an informed decision whether to move forward with the share purchase transaction or not. These findings can also be reflected in the share purchase agreement through liability provisions and other terms to help the purchaser mitigate risks. The research suggests that in most cases the ESG integration benefits outweigh the cost issues and other ESG barriers. As indicated by this thesis, ESG due diligence is often performed with the help of external advisors as a desk review. As there is no clear standardisation concerning relevant ESG issues, the scope of ESG due diligence review depends on what is considered material in each particular case. The materiality of ESG issues depends on various circumstances, inter alia, the sector and location of the investment target, investor’s previous knowledge about the target and investor’s other preferences. The conclusions section of this thesis also includes suggestions on how ESG assessments could be developed in the future.