Matheson’s Asset Management and Investment Funds Department supports our asset manager and fund clients in meeting the complex obligations arising from the European Union’s Sustainable Finance Action Plan.  These include the integration of ESG factors into investment decision-making, reducing the risks of “green-washing” and facilitating the flow of capital into sustainable economic activities.  The increased regulatory focus on ESG follows and addresses burgeoning investor interest in recent years in socially responsible investment and ESG issues.

Growing investor interest in ESG matters and regulatory focus on sustainable finance has had significant implications for the asset management sector and investment funds, impacting on investment decision-making, product classification and distribution.  Asset managers have increasingly been required to ensure that sustainability risks are adequately considered in investment decisions and that the ESG preferences of their clients are fully accommodated.  ESG has therefore become a core business consideration for asset managers and investments funds as well as a significant compliance project.

The legislative initiatives under the EU’s Sustainable Finance Action Plan came into effect in phases, including the introduction of extensive ESG disclosure requirements under the Sustainable Finance Disclosure Regulation and the introduction of the EU Taxonomy, a classification system for environmentally sustainable economic activities.  We advise both asset manager and investment funds clients on addressing the requirements arising under these regimes.

With our team of 70 asset management legal and regulatory advisers working alongside Matheson corporate, finance and capital markets and taxation departments, we offer a comprehensive service providing advice to clients on the broad, deep and growing range of issues arising from the sustainable finance agenda.

Experience

A selection of our more recent experience is set out below:

• Advising asset managers and investment funds on the application of the Sustainable Finance Disclosure Regulation and the launch of ESG-focused products.
• Advising on the implementation of compliance projects relating to requirements under the Sustainable Finance Disclosure Regulation, including the ESMA Guidelines on funds’ names using ESG or sustainability-related terms, and the Taxonomy Regulation.
• Advising on the application of the Sustainable Finance Disclosure Regulation to remuneration policies.
• Advising on the drafting of ESG policies.
• Advising on fund, lending and investment structures for lending or investments in renewable energy projects.

ESG focussed projects, transaction and advisory mandates are now a core part of Matheson’s market leading Corporate and Commercial Department. Our specialist cross disciplinary transactional, and regulatory advisory renewable energy, real estate, M&A, planning and environmental, project finance and infrastructure lawyers advise developers, sponsors, lenders and public sector bodies on developments in the Irish energy, infrastructure, waste, manufacturing and transport sectors and we have particular experience in energy and infrastructure M&A and renewable energy advisory mandates. Over the past number of years in particular, our ESG advisory team is advising our domestic and international clients on corporate governance matters and disclosure requirements relevant to their ESG policies and strategies, which has increased extensively in the context of legislative initiatives under the EU’s Sustainable Finance Action Plan as well as our clients’ sustainability and ESG strategies and policies.

Our specialised Energy, Natural Resources and Utilities lawyers also provide legal advice covering the entire lifespan of an energy, natural resource, energy efficiency, infrastructure, transport and waste projects, from planning approval to decommissioning.  Our dedicated energy lawyers (some of which, including our leadership team, have been recruited from industry) fully understand the technical and commercial issues in these regulated and complex sectors. In addition to transaction focused work, we have an excellent track record advising on regulatory reform and market design, including advising the Irish Government on the new RESS renewable energy subsidy schemes (RESS 1, RESS Offshore and RESS 2), EirGrid and SONI in relation to all aspects of the I-SEM electricity market re-design and the world’s largest technology, life science, pharma and manufacturing companies, domestic and international lenders as well as some of the largest renewable energy developers active in the Irish market on all but one of the corporate power purchase agreements that have been executed in Ireland to date as well as on their renewable energy procurement and sustainability projects.

Experience

A selection of our more recent experience is set out below:

• Advised domestic and international lenders (including Hamburg Commercial Bank, Aviva Investors, Rabobank, ING, DNB Bank ASA, and Credit Agricole) and domestic and international renewable energy sponsors, and infrastructure, pension and private equity funds (including Brookfield Renewables, Allianz, EDF Renewables, Statkraft, Bord na Mona plc and Partners Group) in respect of their development, due diligence, project financing, acquisition and disposals of wind farm projects, solar parks as well as waste to energy plants in Ireland.
• Advised Brookfield Renewables in relation to the first virtual corporate power purchase agreement entered into with Facebook for an Irish wind farm project.
• Advising a number of clients on the contracts to install electric charging infrastructure for electric vehicles.
• Advised GE in relation to the first corporate power purchase agreement entered into in Ireland with Microsoft Corporation in relation to a large wind farm in Ireland.
• Advised Hanwha Energy Corporation on the development and project financing of a 200MW battery storage facility in Ireland (one of the largest facilities of its kind in Europe) and the first utility scale battery storage project in Ireland.
• Advising some of the leading international technology, manufacturing, life sciences and agri-food companies in Ireland on their ‘green’ or renewable energy procurement and sustainability strategies and projects for their Irish businesses.
• Advising an international listed renewable energy fund on their acquisition and financing of the largest solar park in Ireland.
• Advised a number of global technology companies and leading domestic agri-food and manufacturing companies in relation to energy performance contracts for their Irish campuses and manufacturing plants.

Our specialist Environmental, Health and Safety (EHS) and Planning Group has extensive experience in advising international and domestic public and private clients.  We provide solutions based on our expertise in sectors such as energy, construction, manufacturing, chemical, pharmaceuticals, technology, oil and gas, waste, food and drink, health, medical devices, transport and water.

We understand the concerns that arise when operating in those sectors, and our team has local industry knowledge.  We work with your technical and financial advisors to give clients options that reflect commercial realities.  We will be part of your team with your other advisors to guide you through the environmental, planning, licensing and regulatory requirements to navigate a project safely from concept to operation, completion, and remediation if required.  We advise extensively on strategic infrastructure planning in Ireland and we represent developers in achieving permission and in defending High Court challenges to permission.

Our lawyers are experts in negotiating with health, safety and environmental regulators such as the EPA, HSA, local authorities and Government Departments regarding licensing, compliance investigations and financial provision.  We frequently advise on litigation involving regulatory prosecutions and on potential corporate and individual liability for health and safety offences.

We lead the environmental, planning and safety due diligence of asset and share purchases.  The team is highly skilled in negotiating and drafting relevant provisions in transactional and financing documents including related warranties and indemnities. The team has almost 20 years’ experience in advising on the permitting of large wind farms in Ireland.

Experience

A selection of our more recent ESG related experience is set out below:

• Representing clients in planning and other permitting applications, including regarding onshore and offshore renewable assets such as wind farms with battery storage and solar parks, and in related planning appeals and oral hearings.
• Advising on judicial review and other planning litigation such as planning injunctions.
• Advising European Recycling Platform on all aspects of business, including the WEEE Directive.
• Advising on environmental risk assessment.
• Advising on environmental, health and safety auditing and compliance.
• Advising on contaminated land.
• Advising on M&A transactions: environmental and planning due diligence, environmental warranties and indemnities.
• Advising on applications for and transfers of environmental permits and licences; drafting related financial guarantees and bonds.
• Defending environmental and planning prosecutions.
• Advising on habitats, nature conservation and biodiversity.
• Advising on Seveso (COMAH) regulations.
• Advising on legal aspects of the proposed decommissioning plan for an offshore energy asset, including legal ‘stress-testing’ of Environmental Impact Assessment and Appropriate Assessment.
• Advising a client on its waste-to-energy facility in County Meath and on a proposed 240,000 tonne pa facility.
• Advising a client on the jurisdiction of the Irish courts on damage occurring within Ireland’s territorial seas, Exclusive Economic Zone, and on ‘offshore installations’.
• Advising waste and recycling companies on their commercial contracts and their standard terms and conditions.
• Advised a client on the disposal of part of its waste business in Dublin.

ESG (Environmental, Social and Governance) is of huge importance in the real estate and construction sectors. 40% of global carbon dioxide emissions comes from buildings – of that approximately 70% comes from the operation of buildings and 30% comes from construction activities.  In order to reach “net zero” by 2050, the built environment sector as a whole needs to drastically reduce the carbon emissions arising from the construction, maintenance and operation of buildings.

Factors that need to be considered in order to improve the energy performance of buildings and make them more sustainable include: energy efficiency, renewable energy sources, water management and conservation, operating systems, construction methods, sustainable building materials, biodiversity, green space, wellness, multi-purpose use, public transport and accessibility.

The requirements of the recast Energy Performance of Buildings Directive (the “EPBD Recast”), which is an EU directive aiming to improve the energy performance of buildings across the EU, needs to be implemented into Irish law by 29 May 2026.  The detail of this implementing legislation will be key in relation to decision making for secondary buildings in particular – retrofitting, repurposing, redeveloping and selling these assets are all options to be explored .  More stringent legal obligations, coupled with market demand for buildings with excellent sustainability credentials will increase the “stranding risk” that secondary assets face.  We are on hand to assist real estate investors and portfolio owners in developing strategies for these assets and to advise in relation to how the EPBD Recast is being implemented in Ireland.

In relation to occupied buildings, documenting sustainability commitments by incorporating green lease clauses into commercial leases is becoming increasingly relevant and not just in new leases.   Acknowledging that there is no one size fits all approach, we advise both owners and occupiers on a range of green lease options to choose from, which can range from light, medium to dark green obligations, depending on where they are in their sustainability journey.

We advise clients (landlords, developers and occupiers) on voluntary green building certification and other green building standards, including LEED and BREEAM.  Such accreditations are clearly contributing to a flight to quality in the real estate sector.

We have market leading experience in the renewable energy space and advise in relation to large-scale energy and infrastructure projects, including wind farms, solar parks and waste to energy plants.

Experience Highlights

• Acting for Verizon on lease of 1BQ, Limerick spanning approx. 84,000 sq.ft. which included advice on all green lease elements of the transaction documents
• Advising BNY on the lease of its new Head Quarters Office in Dublin 2 which included many green lease clauses
• Advising on the first and only district heating scheme established in Ireland
• Advising developer in relation to Nos.1, 2, 3, 4 and 5 Dublin Landings on the contractual obligation to deliver LEED Platinum to the tenant and purchaser
• Advising the tenant of Charlemont Square on the NZEB requirements and the implications on its fit out and occupation of its new HQ building
• Advising the tenant at Bonham Quay, Galway on the contractual obligations and deliverables from the landlord regarding LEED, ONE PLANET LIVING, NZEB, WELL and WIRED SCORE
• Advising a number of global technology companies on green leases that build in sustainability features and negotiated lease provisions to ensure responsible social and ethical practices, including compliance with domestic and international laws on anti-bribery, anti-corruption and, anti-modern slavery and human trafficking
• Advising domestic and international lenders (including AIB, Bank of Ireland, Ulster Bank, Hamburg Commercial Bank, Aviva Investors, Rabobank, ING, DNB Bank ASA, and Credit Agricole) and domestic and international renewable energy sponsors, and infrastructure, pension and private equity funds (including Brookfield Renewables, Bórd na Móna, Allianz, GE, EDF Renewables, Statkraft and Partners Group) in respect of property related matters in relation to their development, due diligence, project financing, acquisition and disposals of wind farm projects, solar parks as well as waste to energy plants in Ireland
• In collaboration with our Real Estate Finance team, advising Oxley Holdings Limited on the construction and real estate aspects of the first green loan in Ireland. HSBC provided project development finance to Oxley in connection with the development of Nos. 3, 4 and 5 Dublin Landings

Related Insights

• BCAR 21 Day Deadline: Fact or Fiction?
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• New Green Lease Toolkit for Everyone on Green Lease Journey
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• Energy Performance of Buildings Directive (Recast) – Now in Force

Over the past number of years, our multi-disciplinary Corporate Governance team representing members of our Corporate & Commercial, Energy, Natural Resources and Utilities, Investment Funds, Commercial Litigation & Dispute Resolution and Tax groups, have been advising our domestic and international clients on corporate governance-related risks and compliance matters, and disclosure requirements relevant to our clients’ ESG policies and strategies. This has  increased extensively in the context of legislative initiatives under the EU’s Sustainable Finance Action Plan.

Our reputation management team support our clients to support them in times of crisis. We work with our clients to develop strategies to navigate challenging circumstances, respond to criticism and engage with disputes.

Experience

A selection of our more recent experience is set out below:

• Advising some of the world’s largest technology, life science, pharma, manufacturing and financial institution clients on corporate governance matters, including reviewing and updating their ESG policies to ensure compliance with legislation and guidance.
• Advising our listed company clients on ESG related reporting such as under the Task Force on Climate-related Financial Disclosures (TCFD), the EU Taxonomy Regulation on the establishment of a framework to facilitate sustainable investment, the Modern Slavery Act and the Non-Financial Reporting Directive.
• Advising our clients on governance and reporting and compliance projects relating to requirements under the Sustainable Finance Disclosure Regulation.
• Advising on the application of the Sustainable Finance Disclosure Regulation to remuneration policies.
• Advising on the drafting of ESG policies and updating corporate governance frameworks to keep abreast of emerging ESG trends.
• Advising listed companies on day-to-day corporate governance matters, focusing on ESG related aspects such as diversity on boards and anti-bribery and corruption.
• Advising clients on risk management and oversight from a ESG perspective.
• Advising clients on how to address ESG concerns raised by investors.
• Advising Directors as independent outside counsel on matters of governance arising within the Board of Directors.
• Offering board training and management training on ESG related law, governance and guidance.

Our Employment, Pensions and Benefits Group was established more than twenty years ago in recognition of the increasing complexity and development of the law in the employment, equality and pensions areas, and the demands from clients for specialist advice. We provide legal advice on all aspects of the employment relationship, including pension schemes and employee benefits, with particular expertise in advising employers in the tech, financial services and pharma sectors, amongst others. Our work can be broken down into advisory, employment litigation and transaction planning and support. We advise on all Irish and European legislation relating to or affecting the employment relationship and pensions / benefits entitlements.   Our employment and pensions practice has developed into one of the largest and leading such groups in any law firm in Ireland.  It is best known as the first port of call for domestic and international employers in the Irish market and for consistently being the first firm to advise on complex new areas of employment law as they emerge, such as the Corporate Sustainability Reporting Directive (“CSRD”) or the EU Pay Transparency Directive, due to be transposed into Irish law by June 2026.

Over the past number of years, our employment and pensions practice working closely with our Corporate and Commercial Department, have been advising our clients on employment practices and policies to support their ESG strategies and policies.   As ESG has grown as a priority issue for our international clients in recent years, our employment specialists have been increasingly advising on the employment and labour aspects of these issues, including speaking at international conferences to global audiences on the practical application, as well as via articles in our ESG article series and through our employment law podcast.

Experience

A selection of our more recent ESG related experience is set out below:

• Advising a number of clients on updating their employment policies to ensure best practice and compliance with their ESG strategies, by incorporating ESG issues into employers’ standards and codes of conduct.
• Advising clients on their supply chain terms and conditions to ensure compliance by their suppliers and customers with the client’s employment practices, including labour practices, human rights and ethics policies.
• Advising a number of clients on the employment aspects of implementing and enforcing their Anti-Bribery and Corruption and Sanctions policies to ensure compliance with domestic and international legislation and guidance as well as their ESG strategies.
• Advising clients on the structure of employee engagement models in connection with information and consultation obligations arising in the ESG space, including CSRD and the Pay Transparency Directive.
• Advising clients in respect of their strategic planning for new and upcoming employment  and industrial relations focused legislative initiatives, such as the Pay Transparency Directive, Adequate Minimum Wage Directive.
• A track record of over 20 years as the leading Irish law firm advising on the establishment, training and relocation of European Works Councils.
• Advising on the design and implementation of DEI strategies, policies and other initiatives, as well as handling complex equality and harassment complaints and claims.
• Advising clients on equality law compliance and diversity, equality and inclusion strategy.
• Advising on employer’s health, safety and welfare obligations at work, including but not limited to psychosocial hazards and the right to disconnect.
• Advising on an ad-hoc queries regarding hybrid and flexible working arrangements as well as new family leave entitlements for employees, such as domestic violence leave or leave for medical care purposes.

Matheson’s market leading Finance and Capital Markets Department acts for lenders, borrowers, issuers and arrangers on a wide range of transactions involving the raising of debt finance by Irish corporate and other borrowers.  We understand that in the ever-changing financial markets the provision of green loans and sustainability-linked finance, and issuance of ESG bonds, is becoming increasingly important for our clients on the lending side and also on the borrower side as such borrowers pivot and adapt to ensure their businesses operate on a more sustainable basis. We understand that climate change is an increasing risk for both lenders and borrowers but also provides an opportunity to change how business is conducted.

Optimal outcomes for our clients in these transactions require expertise across a range of disciplines and leverage the expertise provided by our tax, property, energy, environmental, corporate and regulatory teams in working to achieve best-in-class sustainable solutions for our clients.

Experience

A selection of our more recent experience is set out below:

• Advised the Lead Managers on AIB Group’s inaugural green bond, the first green bond offer by an Irish bank.
• Advised an international bank in relation to a green loan to refinance a large distribution centre for a large international retailer with significant operations in Ireland. The loan involved a step down in margin once certain KPIs were satisfied.
• Advised an international bank in relation to a term loan made available to an Irish plc in accordance with the LMA Green Loan Principles.
• Advised domestic and international lenders (including AIB, Bank of Ireland, Ulster Bank, Hamburg Commercial Bank, Aviva Investors, Rabobank, ING, DNB Bank ASA, and Credit Agricole) and domestic and international renewable energy sponsors, and infrastructure, pension and private equity funds (including Brookfield Renewables, Bord na Mona plc, Allianz, GE, EDF Renewables, Statkraft and Partners Group) in respect of the project financing, acquisition and disposals of wind farm projects, solar parks as well as waste to energy plants in Ireland.
• Advised an international property developer in relation to a green loan from an international bank which was used to part finance the construction of a number of high profile office blocks in the Dublin Docklands.
• Advised domestic lenders in relation to a number of “sustainability enabled” facility agreements.
• Advised a syndicate of banks in relation to a sustainability linked loan to a leading international agri-food and nutrition company.
• Advising some of the world’s largest technology companies, international and domestic and international renewable energy developers and financial institutions on the financial regulation applicable to their corporate power purchase agreements for Irish renewable energy projects.
• Advised numerous CLO issuers incorporating ESG criteria in their investment guidelines.