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Patrick Scholl is a partner and head of Mayer Brown's Banking & Finance practice in Frankfurt. Patrick leads the Mayer Brown capital markets and derivatives offering in Germany with an European focus. His team advises on debt capital markets issuances and disclosures, debt issuance programms, hybrid capital instruments as well as liability management transactions. The OTC derivatives practice focuses on advising and negotiating master agreements (including repos and stock lending), collateral solutions, netting questions and provides transaction support with regard to all underylings, including equity-linked, credit-linked, fund-linked or commodity-linked derivatives.

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On 14 May 2024, the European Securities and Markets Authority (“ESMA“) published its final report on “Guidelines on funds’ names using ESG or sustainability-related terms” (the “Guidelines“). The Guidelines aim to provide fund managers with clear and measurable criteria to assess their ability to use ESG and/or sustainability-related terms

The European Securities and Markets Authority (“ESMA“) has today published three useful explanatory notes covering key topics of the European sustainable finance framework, namely: a) the definition of “sustainable investments”; b) the application of do no significant harm (“DNSH“) principle; and c) the use of estimates.

The explanatory notes set out

Our international ESG team has been keeping an eye on what’s going on with regards to green taxonomies. With so much activity already this year, we summarize some of the key developments below.

EU

We recently published this reminder of the EU’s taxonomy framework. Our publication is particularly relevant to non-EU groups with large subsidiaries

The EU Corporate Sustainability Reporting Directive (“CSRD“) entered into force on 5 January 2023 and the associated European Sustainability Reporting Standards (“ESRS“) were adopted by the European Commission on 31 July 2023. Together, the CSRD and ESRS create detailed sustainability reporting requirements that will apply to a significant number of EU and non-EU companies and substantially increase the scope of their sustainability reporting.

Application of the rules is now imminent and, for some, CSRD reporting periods will begin from 1 January 2024.

In this update, we take a look at the implications of the CSRD for non-EU companies and what companies can do to prepare.Continue Reading The EU Corporate Sustainability Reporting Directive is upon us – what non-EU companies should know and do

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 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 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

On 11 February, the European Securities and Markets Authority (“ESMA“) published its Sustainable Finance Roadmap for 2022-2024 (the “Roadmap“).

The Roadmap builds on ESMA’s 2020 Strategy for Sustainable Finance and will be of interest to those in the EU and beyond looking to understand the focus and ambition of the EU’s