General counsels on the front line: balancing ESG and economic priorities

Basic counsels on the entrance line: balancing ESG and financial priorities

March 20, 2023 – In steering their corporations via a posh, ever-changing period of company citizenship, basic counsels face financial headwinds — and relentless stress to evolve.

Basic counsels are identified for serving as their firm’s high authorized adviser, however lately their position has expanded. The fashionable basic counsel helps to map out technique, form coverage positions, outline firm values and tradition, help enterprise progress, and safeguard the corporate’s popularity.

The position has additionally grow to be more and more public: basic counsels usually converse with the press, reply to investor and analyst questions, and make statements on company social media.

One issue accelerating the enlargement has been the rise of the environmental, social, and governance (ESG) motion. As each stakeholders and regulators have pressured corporations to grow to be higher company residents, many corporations have sought to embed ESG ideas extra deeply into their enterprise fashions, and have tapped their basic counsels to prepared the ground.

Balancing the finances pressures that include working an organization’s authorized and compliance facilities, whereas searching for to bless company progress and scale back danger, has all the time been a troublesome job. However now it is rising much more troublesome.

By way of across the finish of 2021, basic counsels might rely on sturdy across-the-company help for growing and implementing ESG-related initiatives — like decreasing emissions, diversifying workforces, or modernizing employment insurance policies — on the grounds that advancing them would assist create long-term worth for each the enterprise and their many stakeholders, together with broader society. Most of this help stays, as does the rationale behind it.

The distinction at present is that gathering financial headwinds have swept different, extra typical priorities to the fore. Certainly, ESG is a protracted sport, requiring decades-long investments of sources: time, vitality, personnel, and cash.

And in a world of cussed inflation, risky markets, geopolitical rigidity, and rising rates of interest, this long-term effort should compete with the near-term have to handle prices, submit earnings, and in any other case meet Wall Road expectations.

Redefining the position

To navigate these dynamics, basic counsels should evolve to advance their firm’s enterprise objectives and values, whereas tending to the calls for of a posh financial and regulatory atmosphere.

One problem includes shareholder engagement. In evaluating their firm’s energy, boards and senior administration usually focus largely on quarterly and annual monetary outcomes, as a result of they paint a transparent image of the corporate’s current efficiency and prospects for progress. Monetary outcomes additionally present easy bases for comparability by business analysts and commentators.

However many shareholders care about greater than nearer-term financials, and essentially the most highly effective amongst them can play a serious position in figuring out the corporate’s strategic route, together with because it pertains to ESG.

Shareholders should not a monolith. Whether or not on capital allocation, govt compensation, company technique, or one other concern, their views can differ extensively.

However lately, shareholders have overwhelmingly (as measured by property below administration) come to count on their corporations to suppose long term — a process made tougher by the near-term expectations of at present’s difficult macroeconomic atmosphere.

In balancing these competing expectations, basic counsels advise the corporate on how finest to anticipate and react to diverging shareholder pursuits and calls for, serving to decide which finest match the corporate’s technique, and which might be disruptive or counterproductive. In doing so, they’re in fixed communication — and constructing invaluable belief — with the board, the CEO, CFO, head of investor relations, and others in management.

One other problem includes managing in-house tensions. For instance, in pursuit of sustainable progress, some departments will advocate for endeavors that just about all the time carry some ingredient of danger — growing new merchandise, getting into new markets, or buying companies.

Different departments, together with authorized, are typically extra vigilant in defending the corporate, urging warning on novel endeavors or enterprise dangers and recommending safer options.

However simply as imprudent risk-taking has stung loads of corporations, extreme danger aversion has brought on others to stagnate. In strolling the road between the 2, at present’s basic counsels act as collaborative, forward-thinking downside solvers.

They consider the enterprise impacts of ESG-related initiatives as a lot because the authorized nuance, determine the place their firm should evolve to remain aggressive, and forge widespread floor between departments with competing pursuits.

Then, in fact, there’s tradition: the muse of an organization’s ESG ambitions. For a corporation to comprehend its ESG-related objectives, its folks should perceive the rationale for setting them, imagine within the worth of pursuing them, and belief that the management is taking them severely, even within the face of financial uncertainty.

Basic counsels play an important position right here — each contained in the authorized division and out of doors it. As a pillar of the company conscience, they assist set up the corporate’s core ideas, put these ideas into observe in a legally permissible method, and maintain the corporate accountable to them.

This work helps the corporate give attention to its strengths whereas fostering a tradition of confidence, the place life inside the corporate aligns with its public positions and commitments.

A difficult street forward

If current months are any information, basic counsels possible have a difficult street forward. In accordance with new analysis from Axiom, value constraints are making it tougher for a lot of basic counsels to uphold division values. Anticipate this to final a minimum of till the financial outlook brightens — and maybe past.

Even so, corporations can proceed to depend on their basic counsels to steer. With a companywide vantage level — alongside deep expertise balancing authorized constraints with firm efficiency objectives — basic counsels are well-positioned to navigate novel dangers and alternatives, and to assist translate the cross-currents of stakeholder calls for.

It is true that ESG-related danger can differ from typical authorized danger. However as basic counsels have grow to be extra essential throughout the enterprise, they’ve proven a outstanding potential to evolve as situations change. Depend on that to proceed, wherever the street might lead.

Opinions expressed are these of the writer. They don’t mirror the views of Reuters Information, which, below the Belief Rules, is dedicated to integrity, independence, and freedom from bias. Westlaw Right now is owned by Thomson Reuters and operates independently of Reuters Information.

Rebecca Fike

Rebecca Fike, a accomplice in Vinson & Elkins LLP’s Dallas workplace, focuses on shareholder enforcement, authorities and inner investigations, and white-collar protection. She was senior counsel within the SEC’s Division of Enforcement for almost 10 years, working all points of her investigations, together with crafting case technique, interviewing witnesses and conducting on-the-record testimony, partaking in settlement negotiations, and drafting civil complaints and settlement paperwork. She may be reached at

Jon Solorzano

Jon Solorzano is counsel within the agency’s Los Angeles workplace. He focuses on advising corporations and their boards and govt groups on issues associated to ESG, company governance, sustainability concerns, shareholder activism, danger administration, securities regulation, and M&A. In his earlier position as senior director of authorized and company improvement for The Clorox Co., he helped lead the corporate’s ESG technique, stakeholder engagement and ESG reporting. He may be reached at

Becky Baker

Becky Baker is a accomplice within the agency’s labor and employment group. Based mostly in Houston, she counsels and represents employers in all points of the employment relationship, together with the hiring, administration, retention and termination of staff. She additionally devotes a big a part of her observe to the administration of the labor and employment points of advanced enterprise gross sales, acquisitions, and different transactions. She may be reached at

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