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Peter Pears is a partner in the Banking & Finance practice of the London office. He acts for issuers and underwriters on a range of domestic and international capital markets products including Eurobond, medium term note, commercial paper, regulatory capital, corporate hybrid and liability management transactions. Peter's clients include financial institutions, major corporations, sovereigns, municipalities and supranationals across Europe, the United States, Africa and Asia. Peter has considerable experience in sustainable debt and ESG principles and regularly advises on green, social and sustainable bonds, sustainability-linked bonds and ESG regulatory matters. In addition to his debt capital markets practice, Peter has experience advising on a variety of infrastructure finance transactions, including project bonds, private placements and whole business securitizations.

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On 31 July 2023, the European Commission adopted the European Sustainability Reporting Standards (“ESRS“). EU and non-EU entities subject to the new EU Corporate Sustainability Reporting Directive (“CSRD“) will be required to report against the ESRS, making the development of interest to entities preparing for reporting under the CSRD regime.Continue Reading European Commission adopts the European Sustainability Reporting Standards

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses, available here: ESMA32-1399193447-441 Statement on sustainability disclosure in prospectuses (europa.eu).

The statement is addressed to the National Competent Authorities (NCAs) to promote coordinated action regarding sustainability-related disclosure included in prospectuses under current legislation. While the statement is addressed to NCAs, ESMA have said that its contents should be taken into account by issuers and advisers when drawing up a Prospectus Regulation (PR) compliant prospectus that contains sustainability-related disclosure.

Whilst there is little in the way of deviation from best practice here, the statement reflects the enhanced focus of ESMA and NCAs on ESG disclosure and is likely to result in additional commentary from NCAs during the prospectus approval process.

A summary of some of the key takeaways is included below.Continue Reading ESMA release Public Statement on Sustainability Disclosures in Prospectuses

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of both expected. It carries with it reputational, regulatory and litigation risks for which companies should be prepared. Whilst the risks are always context specific – varying by jurisdiction, industry

On June 22, 2023, the International Capital Markets Association (ICMA) issued its first update of its Climate Transition Finance Handbook (CTFH) since its original publication in December 20201 and an updated version of its Sustainability-Linked Bond Principles (SLBPs).

In its related press release, ICMA states that the updated CTFH:

[I]ntegrates the progress made

On 30 March 2023, the UK Government published an updated Green Finance Strategy (the “Strategy“). The Strategy, which updates the UK’s 2019 Green Finance Strategy, outlines how “continued UK leadership on green finance will cement the UK’s place at the forefront of this growing global market, and how we will mobilise the investment needed to meet our climate and nature objectives“.Continue Reading The future of green finance in the UK: UK Government publishes updated Green Finance Strategy

On 28 February 2023, the Council of the European Union and the European Parliament reached a provisional agreement on the creation of the European Green Bond Standard (“EU GBS“).Continue Reading Alert – Council of the EU and European Parliament reach provisional agreement on European Green Bond Standard

On 26 January 2023, the UK’s Competition and Markets Authority (the “CMA“) announced that it intends to investigate the accuracy of environmental claims made by businesses in the fast-moving consumer goods (“FMCG”) sector. The CMA has stated that it will examine claims made both online and in-store about household products – such as food and drink, cleaning, homecare and self-care products – to determine whether they comply with UK consumer protection law.

The investigation of goods in the FMCG sector will expand the scope of the CMA’s ongoing anti-greenwashing work, which has the ultimate aim of ensuring products and services that claim to be ‘green’ or ‘eco-friendly’ are being marketed to consumers accurately.Continue Reading Greenwashing: UK competition watchdog to investigate the FMCG sector

On 10 November 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD“). The EU Council is expected to adopt the CSRD on 28 November 2022, after which it will be published in the Official Journal. The CSRD will then enter into force 20 days after publication and EU member states will have 18

During last year’s COP26, the UK Government announced that it would mandate the disclosure of listed companies’ and financial institutions’ net zero transition plan, and that it would form a taskforce to assist private sector actors in doing so.

Coinciding with the start of COP27, the UK’s Transition Plan Taskforce (“TPT”) – a taskforce with a mandate from His Majesty’s Treasury to help enable private sector actors in the UK create robust climate transition plans to fulfil their net zero commitments – on 8 November 2022, published, for consultation, its new Disclosure Framework for companies to disclose their climate transition plans.

Importantly, the Disclosure Framework draws on existing and emerging disclosure regimes, such as the Taskforce on Climate-Related Financial Disclosure (“TCFD”) Recommendations and the International Sustainability Standards Board’s (“ISSB”) Sustainability Disclosure Standards (for more information on the TCFD and ISSB regimes, read our previous blog posts here, here, here and here).

The TPT’s publication of its Disclosure Framework recommendations is supplemented by the TPT’s Implementation Guidance. The Implementation Guidance sets out practical steps to help private sector actors develop climate transition plans, as well as information on when, where and how to disclose such plans.Continue Reading Climate Disclosure: the UK’s Transition Plan Taskforce launches ‘gold standard’ for climate transition plans

The UK’s financial regulator – the Financial Conduct Authority (“FCA“) – on 25 October 2022, published its “Sustainability Disclosure Requirements (“SDR“) and investments labels” Consultation Paper (CP 22/20) (the “Consultation Paper“).

This follows the FCA’s July 2021 “Dear AFM Chair” letter regarding improving the quality and clarity of authorised