IPBA 2021

The Principles for Sustainable and Responsible Investment: a New Road for ESG in M&A?

Organised by: Cross-Border Investment Committee, Tax Law Committee, Environmental Law Committee

Session abstract:

The Principles for Responsible Investment (PRI) started as an initiative by two UN Programs in 2005. Three central factors were initially established as a reference for investors who wished to check the sustainability of their investments. Since then, Environmental, Social and Governance (ESG) concerns are becoming more and more important to better assess also the financial performance of companies and businesses. The panel will analyze how ESG is affecting cross-border investments and the developments in different jurisdictions.

Moderators

Sara Marchetta
Partner
Chiomenti Law Firm
Beijing

Sara Marchetta lives and works in Beijing, China since 1997, when she started to work as Junior Associate of Birindelli e Associati (an Italian Firm). She joined Chiomenti Law Firm (an Italian Law Firm) in 2008 and became a partner in 2011.

Sara Marchetta mainly provides assistance to Chinese and Italian and clients in cross-border mergers and acquisitions, cross border contracts (joint Ventures, technology transfers) and other transactional matters. She was involved in the assistance for the major Chinese investments into Italy and she regularly advises a number of Italian MNCs in their cross-border investments into China.

Her expertise includes investment agreements, corporate governance and shareholders agreements with relevant disputes, international commercial contracts and technology transfers, including joint ventures and cooperation projects between Italian and Chinese companies, in different industrial sectors.

 

 

Jay Shim
Partner, International Tax Planning and Dispute Resolution
Lee & Ko
Seoul

Jay Shim co-leads the tax practice at Lee & Ko and advises clients on tax advisory, tax audits, tax appeals and tax litigation matters. Jay also works closely with the firm’s corporate practice on international infrastructure projects and early-stage natural resources development projects and has expertise in the areas of overseas investment, energy and natural resources, and offshore fund formation.

For over 15 years, Mr. Shim has been recognized as a “leading individual” in Chambers Asia, “influential figure” in Tax Directors Handbook, “highly acclaimed” tax expert in The Asia Pacific Legal 500, “among 850 lawyers selected” in Who’s Who Legal, “winner” in Client Choice 2015, “External Counsel of the Year 2013” by Asian-Mena Counsel, and “leading tax expert” in the Comprehensive Guide to the World’s Leading Tax Firms.

In addition, Mr. Shim has served on several expert panels established by the National Tax Services and the Ministry of Strategy and Finance on matters dealing with procedures and policies affecting foreign companies doing business in Korea and foreign owned Korean companies, including assisting the Ministry of Strategy and Finance draft tax laws and regulations relating to controlled foreign corporation, advance tax treaty clearance, partnership taxation and transfer pricing.

Mr. Shim is a member of the American Bar Association, the International Bar Association, the International Fiscal Association and the Inter-Pacific Bar Association. He also serves as Co-Chair, Taxation Committee, American Chamber of Commerce Korea.

Speakers

Alvaro José Rodríguez
Partner
Posse Herrera Ruiz
Colombia

Alvaro José Rodríguez is a Partner of Posse Herrera Ruiz. His practice focuses on Natural Resources and Energy, with special emphasis in Mining, Oil and Gas and Environmental Law, Acquisitions and Divestitures, and Financing.

Alvaro has advised leading mining companies in all their activities in the country from their initial investments and including transactional matters like mining concession applications, due diligence of mining assets, joint ventures, asset acquisitions and divestitures, mergers, conventional finance and streaming agreements.

Alvaro assists clients in their relations with regulatory Colombian agencies like ANLA (National Authority for Environmental Licenses), and ANM (National Mining Agency) in matters related to mining rights and royalty issues, among others.

Alvaro has extensive experience in mining and environmental law providing legal counsel to clients such as Anglo Gold Ashanti, Agnico Eagle, BHP Billiton, Minesa, part of Mubadala Group and Triple Flag, Metals Corp.

David Bursey
Partner
Bennett Jones LLP
Vancouver

For almost 40 years, David Bursey has advised energy, natural resource and infrastructure clients on regulatory, environmental, ESG, water resource management and Indigenous community relations to assist with successful project development and operation.

He is a member of the firm’s Energy, Regulatory, Environmental, ESG, Mining, Power and Renewable Energy practice groups, as well as the co-head of the firm’s Aboriginal Law practice group. He assists clients with project design and approval, community relations, and the subsequent regulation of operations. He advises on corporate reputation management, social communication of risk, risk management and governance policies related to environmental practices, Indigenous community relations, and other ESG matters.

He represents clients before regulatory tribunals and government review panels during environmental reviews of major projects, including many high-profile project reviews since the late 1980’s, involving various sectors: energy (oil, gas, electricity and renewable), industrial complexes, aquaculture, port infrastructure, municipal infrastructure and transportation infrastructure. He also represents clients during judicial challenges to regulatory approvals, at all levels of court and arbitral proceedings.

He has worked with clients from many sectors, including: natural resource companies, transportation companies, government agencies, industry associations, environmental organizations and First Nations. He also has insight from the regulator perspective, having acted for many government review agencies and commissions.

He advises on regulated industries, including the licensing, economics, and operation of energy pipelines, public utilities, renewable energy, marine transportation, telecommunications, cannabis, liquor, mining and forestry.

Before joining private practice, David worked with the federal government in Ottawa—first with the Department of Energy, Mines and Resources, and then with the National Energy Board (now the Canadian Energy Regulator).

David is a former Chair of the Administrative Law Section of the Canadian Bar Association.

Sara Zhang
Senior Partner
Y&T Lawyers
Suzhou, Jiangsu

Sara is one of the senior partners, the team leader of Cross-border Legal Affairs and Corporation Business Department in Y&T Lawyers. She provides professional cross-border investment and financing legal service, M&A (merger and acquisition), restructure of the enterprises, compliance management legal services and etc, and she is qualified for fund business. Sara is now appointed as vice-chair of the committee for compliance legal affairs of Jiangsu Bar Association, vice-chair of the committee for cross-border legal affairs and maritime of Suzhou Bar Association, and the vice-chair of the Cross-border Investment Committee of IPBA.

She is listed as one of the thousand cross-border lawyers which are selected by the Ministry of Justice. In addition, Sara is listed as a member of the trainers for Jiangsu Lawyers, and a member of the talent lawyers pool for cross-border legal affairs. Sara had been entitled as “The Top Ten Cross-border Lawyer in Jiangsu” by Department of Commerce of Jiangsu Province, Jiangsu Provincial Department of Justice, CCPIT Jiangsu Branch, Jiangsu Bar Association.

Sara is appointed as the specialist mediator of Singapore International Meditation Center, the mediator of Shanghai International Arbitration Center, CCPIT/COIC, Investment Dispute of CEPA Investment Agreement, CCPIT/COIC Jiangsu Branch and CCPIT/COIC Suzhou Mediation Center.

Kosturi Ghosh
Partner
Trilegal
Banglaore

Kosturi Ghosh is Partner and Member of the Board at Trilegal. Her primary areas of practice are general corporate advisory, M&A, private equity and TMT.

Kosturi has been actively involved in several high profile in-bound and outbound acquisitions and joint ventures. She specializes in advising multinational clients on their entry into India – advising on commercial, regulatory and strategic matters, on setting up processes and procedures to ensure compliance in India, structuring investments and exit options, conducting due diligence and drafting transaction documentation.

Kosturi is the architect of several Diversity and Inclusions initiatives at Trilegal. Kosturi has been a champion for advancement of women in the profession of law as she wants to see an improvement in the ratio between women and men at the higher end of the corporate ladder. Kosturi has also been instrumental in conceptualizing a focused programme on building awareness on “Unconscious Bias” through classroom training across all levels. Kosturi is part of the Collegium of WinPE (Women in Private Equity).

Kosturi was recognised as ProBono Lawyer of the Year at Chambers Diversity Inclusion Awards 2020 for her work with Blank Noise, a non-profit organization that works towards empowerment of women and prevention of abuse through the medium of art. She was the only Indian lawyer in this list.

Chambers and Partners recognises Kosturi as a leading Corporate M&A and PE lawyer in India and describes her as someone who is “approachable at all times and whose commitment towards clients is really admirable”. Asialaw describes her as someone who offers “Quick responses, perfect advice and flawless execution” and is “Very commercial and has a problem-solving attitude.”
RSG Report recognises Kosturi as a leading Corporate M&A lawyer in India. Describing as “an intelligent, business-minded lawyer with exceptional negotiation skills and on-point experience.”

Kosturi recently won the special jury award – Women in Legal Leadership – at IDEX Legal Awards 2016 and was featured in ’40 Under 40’ in Asia Pacific by Asian Legal Business.