Green Guide Profile: Allen & Gledhill

Regional full-service firm Allen & Gledhill in Singapore expanded its longstanding public policy practice to include ESG advice in 2021; the dedicated ESG and public policy practice is now spearheaded by Adrian Ang, Elsa Chen, Lee Kee Yeng and Sophie Lim.

The firm recently advised DBS Bank on its joint venture with Singapore Exchange, Standard Chartered Bank, and Temasek Holdings to establish Climate Impact X (CIX), a global exchange and marketplace for carbon credits. The transaction is an initiative from Singapore’s Emerging Stronger Taskforce’s Alliance for Action on Sustainability, which aims to position Singapore as a hub for carbon-related services. The firm is also advising responsAbility Investments, a Swiss sustainable asset manager focusing on impact investing, on the provision of a $14m loan to finance rooftop solar projects in Vietnam.

A pro bono client was Lien AID, the water and sanitation arm of the Lien Foundation. The firm assisted the Singapore-based philanthropic organisation with the setting up of its project office in Myanmar.

The team also often publishes thought leadership pieces in the ESG space. Lim and Chen contributed an article on ‘Navigating Greenwashing in ESG’ to the Singapore Institute of Directors Conference Handbook. Among various other examples, they also contributed to the ‘Green Finance Industry Taskforce launches Guide for Climate-Related Disclosures and Framework for Green Trade Finance’ article for Bloomberg Services, alongside Ang and Yeng.

Our multi-disciplinary ESG & Public Policy team consists of lawyers, economists and other professionals who have decades of experience advising clients on the full spectrum of legal and public policy matters, environmental, social and governance (“ESG”) issues, and overall government affairs management. Our strengths are in advising organisations on how ESG-related matters translate into legal risks and obligations, as well as providing legal structuring, protection and solutions for our client’s ESG needs.

Our team is co-headed by Adrian Ang, Elsa Chen, Lee Kee Yeng and Sophie Lim.

Adrian is widely recognised for his expertise in financial regulatory work in Chambers Global, Chambers Asia-Pacific and The Legal 500 Asia Pacific. He is also named as a Global Elite Thought Leader by Who’s Who Legal: Banking – Fintech 2022. His work includes advising financial institutions on carbon offsets and carbon credit derivatives, and the setting up of carbon exchanges.

Elsa’s ESG and public policy experience ranges from assisting clients to map out ESG trends and implications, policy drafting, advocacy and assisting on legislative changes. She is also Regional Co-Head of the Firm’s Competition & Antitrust practice and cited as a Thought Leader in Asia and Singapore by Who’s Who Legal: Thought Leaders: Competition 2020 to 2022. She is involved in advising clients on the antitrust, consumer protection and public policy aspects of ESG matters, including collaboration agreements, merger control, and greenwashing claims.

Kee Yeng’s areas of practice compass mergers and acquisitions (for both public and private companies), equity capital markets and corporate advisory work for financial institutions and public companies listed on the Singapore Exchange. She is recognised for her work in Chambers Global, Chambers Asia-Pacific, IFLR1000 and The Legal 500 Asia Pacific. Her work includes advising on ESG considerations in M&A transactions.

Sophie’s range of competencies encompass advising on corporate regulatory compliance and corporate governance for SGX-ST listed companies and private companies, listing of Singapore companies on NYSE and NASDAQ, employee equity incentive schemes, corporate reorganisations and employment. She is particularly involved in advising clients on the corporate governance aspects of ESG matters.

Apart from the co-heads, our ESG & Public Policy regularly draws upon expertise within other practice areas within the Firm to provide holistic advice to clients, including Banking, Capital Markets, Cybersecurity, Data Privacy, Employment, Health & Safety, Energy, Infrastructure & Projects, Investment Funds and White collar & Investigations

Shifts in the regulatory and legislative landscape can impact businesses and commercial imperatives significantly. In particular, the areas of environmental, social and governance (“ESG”) have been identified by governments, businesses and investors as an important way of determining a company’s sustainability and value creation in the long term.

Our ESG & Public Policy Practice understands intimately the legal ramifications and challenges that follow these paradigm shifts. We are well-placed to advise clients on the changing ESG drivers, policy frameworks, legislation and regulation through our sophisticated public policy experience and unmatched legal knowledge across multiple practice areas. We take a holistic approach in our advice to clients in identifying ESG and public policy risks on the horizon, and how to manage such risks to stay competitive and be recognised as responsible corporate citizens.

Our team has been involved in a broad range of ESG-related matters, acting for the full spectrum of stakeholders within the ESG space, from investors, financial institutions, and venture capitalists to corporate entities, boards, vendors, and employees seeking multifaceted strategies and novel solutions to unprecedented legal and regulatory challenges.

With decades of experience working in and with the legislative, executive and judicial branches of governments, members of the Practice have also held senior level appointments and legal advisory positions in governments.

We take a multi-disciplinary approach in working across the various award-winning practices within our Firm and regional network to advance the interests of our clients. In addition to lawyers who are legislative advocates and professionals who have considerable personal experience with the legislative and executive branches of some of the region’s local governments, we also have access to the largest and most established in-house economics team of any law firm in Singapore.

Through our strong regional network of offices in Singapore, Myanmar and Vietnam; associate firm, Rahmat Lim & Partners in Malaysia; and network firm, Soemadipradja & Taher in Indonesia, we are well-placed to support clients whose ESG and public policy objectives transcend jurisdictions and extend throughout South-east Asia, providing them with an integrated and seamless service.

Our services include:

  • Conducting ESG / public policy gap analyses and benchmarking in identifying legal risks and opportunities to organisations
  • Legal structuring of ESG policies and strategy
  • Assisting in ESG due diligence for mergers and acquisitions, private equity investments and supply chains
  • Structuring of contracts and legal agreements to protect against ESG-related risks
  • Advising on sustainability-linked transactions such as sustainable financing, mergers and acquisitions in the renewables sector, impact investments, and green energy and low carbon / carbon trading projects
  • Assisting in preparations of ESG reports and required disclosures, including alignment with various ESG standards and TCFD recommended disclosures
  • Advising on legal protections against greenwashing or false and misleading claims
  • Investigations into complaints or dispute over ESG wrongdoing
  • ESG-related regulatory compliance in areas such as health and safety, corporate governance and employment and labour

Has your firm established a dedicated ESG/climate change/sustainability practice, team or task force?

As the leading law firm in Singapore, we are constantly monitoring shifts in the local and regional business and policy landscape, to proactively identify areas of risk and opportunities for our clients, and to pivot our offerings to meet those needs. Over the years, we witnessed first-hand the growing importance of ESG to our domestic and international client base, comprising not only the largest corporates but also governments. Our Firm is a pioneer in ESG-related work in Singapore and the region, working hand in hand with various clients and organisations in ground-breaking ESG-related transactions and projects. A good example of this is our involvement in the first ever real estate green perpetual securities issued in Asia under the Green Finance Framework.

In early 2021, in response to the growth of our ESG mandates, we re-positioned our Public Policy Practice into our ESG & Public Policy Practice to reflect the ESG-related issues on which our Firm has already been advising clients. We saw this as a logical next step in the evolution of our services, as governments and policy makers across the region were beginning to implement regulations and policy changes to require, and encourage, companies to make sustainability and ESG an integral aspect of their businesses. There was also increasing stakeholder activism, including from investors, customers, employees and communities, for sustainability to be key to a company’s social licence to operate. We saw that these regulations, policies and activism would continue to grow in complexity and importance, and understood that our clients would need help in navigating the changes that were set to take place in the business environment. Furthermore, we also understood that many companies saw the growth in ESG as an opportunity, and would require assistance in structuring their businesses, financing and transactions, as well as creating internal policies, that would position them at the forefront of these developments, ready to capture these opportunities.

What type of work do you handle in connection with “green change”?

As a full-service law firm, we assist our clients in all manner of sustainability and ESG-related issues. We see the focus on ESG as an evolution in the business environment, and one that will continue to take prominence in most, if not all, future deals.

Climate change and the corresponding energy transition are important areas of focus for many of our clients. There is international urgency amongst stakeholders including governments to mitigate climate change. These are translating into new regulations, stakeholder activism and legal risks for our clients, but also opportunities for them in terms of green financing, grants and incentives to participate in climate mitigation. These risks and opportunities cut across all industries and sectors, and have wide-ranging impact on all facets of the economy and companies’ businesses.

We advise clients across the entire spectrum of their legal needs in connection with “green change”. We have public policy experts who assist clients in identifying regulatory changes and reputational risks on climate change matters. A recent development is the Energy (Resilience Measures and Miscellaneous Amendments) Act 2021 in Singapore, which enables the Energy Market Authority to implement policies to reduce greenhouse gas emissions in the generation, transmission, import, export or supply of electricity.

We also regularly advise on green assets (such as solar and renewable energy), including aspects such as:

  • development, financing, construction, operation and maintenance;
  • mergers and acquisitions;
  • green loan facilities;
  • real estate green perpetual securities;
  • corporate governance framework; and
  • greenwashing claims.

Another example of a ground-breaking transaction in which we were involved is the establishment of the world’s first carbon exchange and marketplace to use satellite monitoring, machine learning and blockchain technology to enhance transparency, integrity and quality of carbon credits.

Would you like to highlight a particular area of strength?

As our clients evolve and pivot to account for their impact on the environment and communities they are in, it is critical for them to understand and navigate the evolving risks and opportunities related to ESG. These can involve a broad range of soft and hard laws around ESG issues in an ever-changing and challenging environment. We take a holistic approach in advising our clients on their ESG journey. Our ESG & Public Policy Practice is co-headed by Partners with various specialisations across our Firm, ranging from public policy, to financial services, mergers and acquisitions and corporate governance. With our broad range of expertise, we provide all-rounded perspectives to not only advise on the key matter at hand, but also to plan for contingencies and help shape the landscape into one that caters to our clients’ evolving ESG needs.

Our strengths lie in our unmatched legal knowledge across multiple practice areas and sophisticated public policy experience. We are uniquely positioned to combine strategic thinking, economic analysis and legal counsel. Our multi-disciplinary team, comprising in-house economists, lawyers and consultants are ready to provide counsel on the full spectrum of ESG and public policy issues.

With over 650 lawyers across our network in South-east Asia, our clients can also rest assured that they are receiving well-rounded advice on local laws and best practices across the region. Many of our lawyers are highly regarded in the industry, and whose views are highly sought after. For example, our Co-Heads, Adrian Ang, Elsa Chen, Lee Kee Yeng and Sophie Lim contributed to the “Green Finance Industry Taskforce launches guide for climate-related disclosures and framework for green trade finance” article published by Bloomberg Services.

Has your firm implemented any internal best practices? / Has your firm joined any external ESG-related projects, networks or initiatives? / Is your firm involved in any relevant pro bono work? / Is your firm involved in any public outreach or client education?

We see ESG as an area that is not only important to our clients, but is also essential to us in how we operate sustainably as a Firm. We believe in “walking the talk” and undertook our own sustainability and ESG journey in 2021. In doing so, we aimed to transform the way we conduct our business through innovation and technology, and in a sustainable and responsible manner. The journey began with us undertaking a seven-month long Sustainability & ESG audit in 2021 with an independent consultancy firm, which culminated in our sustainability and ESG roadmap. In the process of doing so, we adopted the 10 guiding principles of the United Nations Global Compact (UNGC), and we were the first ASEAN and Singapore law firm to become a signatory member.

As part of our sustainability and ESG roadmap, our Firm committed to several environmental, social, and governance targets, including a commitment to reduce our carbon footprint by 50% by 2030. To do so, we implemented initiatives including a move towards becoming paper-light, encouraging responsible habits to reduce electricity consumption, as well as adopting new technology to replace our reliance on high energy consumption hardware. A key component in our roadmap revolves around our ability to partner with like-minded clients and friends to navigate evolving trends and challenges surrounding our own sustainability and ESG journey. We also committed to sharing regular insights with our clients on these issues through our own experience as well as partnerships with leading organisations. We hosted a curated series of sustainability and ESG webinars in 2021 and 2022, touching on trending topics and discussing key considerations for companies looking to integrate ESG into their operations, such as ESG-related disclosures, sustainability-linked financing, impact investing, best practices in ESG benchmarking, public-private partnership in climate change and other initiatives, sustainability in construction, and ESG supply chain due diligence.

We also actively seek to contribute to the advancement of ESG issues by proactively taking part in speaking engagements and contributing to publications that touch on this topic.

  • We conduct a series of specially curated ESG-related webinars to address key issues for our clients and to provide insights on a wide range of topics. Some of these sessions include topics such as “Navigating ESG-related Disclosures and Reporting: Obligations, Risks and Practical Tips on Benchmarking and Implementation”, “ESG Across South-east Asia: Key Trends to Watch in 2022 and Beyond”, “Greenwashing of Financial Products: Navigating Risks and Liabilities from ESG Claims”, “Impact Investing, ESG Investing, Sustainability Reporting”, and “An Update on Anti-Bribery and Anti-Money Laundering Approaches: ESG Perspective”.
  • Partner (Chief Economist), Elsa Chen, spoke on “Sustainable Development and Commerce in ASEAN Cities” at a conference organised by Singapore Management University.
  • Partner (Chief Economist), Elsa Chen, was also featured as a panellist at CBRE’s Singapore Symposium 2021 – Turning Tides | Reinvigorating a Sustainable Future in October 2021 with the heads of sustainability at Frasers Property and Lendlease on “The Decarbonisation Roadmap: Accelerate towards a net-zero carbon tomorrow, today.
  • Partner Sophie Lim, together with Litigation Partner Sanjiv Rajan, were guest speakers at the UNGC-SMU Advanced Certificate in Sustainability and Sustainable Businesses course in January 2022 for the Governance, Labour, Human Rights Management and Business Integrity
  • Partner Sophie Lim, together with Financial Services Partner Ong Kangxin, presented on “ABCs of ESG: What organisations need to know about ESG” and “Green / Sustainability Linked Financing” to a leading real estate company listed on the SGX-ST.
  • Partners Adrian Ang and Elsa Chen (Chief Economist), contributed to the chapter on “SGX mandates climate and board diversity disclosures” published by Bloomberg Services.
  • Partners Adrian Ang, Elsa Chen (Chief Economist), Lee Kee Yeng and Sophie Lim contributed to the “Green Finance Industry Taskforce launches guide for climate-related disclosures and framework for green trade finance” article published by Bloomberg Services.
  • Partner Sophie Lim, together with Financial Services Partner Tan Zhi Feng, contributed an article titled “The Dawn and Permanence of ESG: Why It Matters” to the conference book of the Singapore Institute of Directors Conference 2021.
  • Partners Elsa Chen (Chief Economist), Sophie Lim and Daryl Xu contributed an article titled “Navigating greenwashing in ESG” to the conference book of the Singapore Institute of Directors Conference 2022.
  • Partner Lee Kee Yeng, along with Corporate Mergers & Acquisitions Partners Andrew M Lim and Richard Young, contributed the Singapore chapter to The Corporate Governance Review (12th Ed, 2022).

Is your firm involved in any relevant pro bono work?

A key part of our sustainability and ESG roadmap includes social targets. We believe that as a leading law firm, we have the responsibility to create a positive impact on the society and community in which we live, work, and to which we are accountable.

Our Firm has always been active in pro bono work. We are one of the few, if not the only local firm, to have a dedicated pro bono office. Our lawyers are passionate about utilising their skills to serve those in need, and over the past two years, our lawyers have contributed over 8,000 hours of pro bono work for organisations and individuals in need.

To consolidate our pro bono efforts, we have launched “A&G in the Community”. Through this initiative, we will continue to do our part for the community at large. We have pledged that each of our lawyers will commit a minimum of 24 hours of pro bono work or community service annually.

To mark its 120th anniversary, our Firm pledged S$500,000 each to the National University of Singapore’s (NUS) Faculty of Law and the Yong Pung How School of Law of the Singapore Management University (SMU). The donation will go towards supporting scholarships and academic programmes from 2023 to 2027.

Have there been any recent non-confidential stand-out matters that were particularly innovative, pioneering or complex?

Our team has advised clients on the full spectrum of legal and public policy matters, from strategic thinking to participating in regulatory changes, ESG issues and overall government affairs management. Some of our key highlights are listed below.

  • Advised National Environment Agency on the establishment of its S$3 billion multicurrency medium term note programme and issue of S$350 million 1.67 per cent. notes due 2031 and S$1.3 billion 2.50 per cent. notes due 2051 under the Programme.
  • Advised ARA Asset Management Limited on, and was the drafting counsel for, the US$1 billion facility agreement with DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation Singapore Branch, Malayan Banking Berhad, Singapore Branch, The Bank of East Asia, Limited, Singapore Branch and Crédit Agricole Corporate and Investment Bank.
  • Advised Sembcorp Industries Ltd. on a S$1.2 billion syndicated sustainability-linked revolving credit facility granted to its wholly owned subsidiary, Sembcorp Financial Services Pte. Ltd..
  • Advised DBS Bank Ltd. on its joint venture with Singapore Exchange, Standard Chartered Bank and Temasek Holdings to establish Climate Impact X, a global exchange and marketplace for high-quality carbon credits.
  • Advised GLP Investment Management Pte. Ltd. in the establishment of GLP Vietnam Development Partners I, L.P., a closed end fund that will focus on developing modern and environmentally friendly logistics facilities in Greater Hanoi and Greater Ho Chi Minh City.
  • Advised New Forests Asia (Singapore) Pte. Ltd. in the establishment of New Forests Tropical Asia Forest Fund 2 LP, a closed end fund that aims to capitalise on the long-term investment opportunities in sustainable plantation forestry in South-east Asia.
  • Advised The Australia and New Zealand Banking Group Limited on its proposed offering carbon credit derivatives to its corporate customers.
  • Advised on the development, financing, construction, operation and maintenance of the first large scale solar power project in Malaysia.
  • Advised GLP Pte. Ltd. on the issue of US$850 million 4.50 per cent. green subordinated perpetual securities under its US$5 billion Euro medium term note programme. The issuance represents the first-ever offering of US dollar green subordinated perpetual securities by an Asia-Pacific corporate issuer and is the largest US dollar green subordinated perpetual securities offering globally to date.
  • Advised Ascendas Funds Management  (S) Limited (in its capacity as manager of Ascendas Real Estate Investment Trust (“Ascendas REIT”)), on the issue of S$300 million fixed rate subordinated green perpetual securities under the S$7 billion Euro medium term securities programme established by HSBC Institutional Trust Services (Singapore) Limited in (its capacity as trustee of Ascendas REIT).
  • Advised Housing and Development Board on the issue of S$1 billion fixed rate notes due 2027 under its S$32 billion multicurrency medium term note programme. The issue was HDB’s inaugural issuance of green bonds, proceeds of which are intended to be used to finance or refinance eligible green projects under the Project Category of Green Buildings and for such other purposes as set out in the Green Finance Framework of HDB.
  • Advised Oversea-Chinese Banking Corporation Limited as arranger, and DBS Bank Ltd. and United Overseas Bank Limited as dealers, on the establishment of a S$1 billion multicurrency medium term note programme and issue of $650 million sustainability-linked notes by Nanyang Technological University.

Do you have any strategic plans to expand your work or your initiatives in this area in the future?

As a Firm, we will continue to work hand in hand with our clients in managing their evolving ESG needs, and to be at the forefront of the latest ESG innovations. In addition to our work in sustainability-linked financing, ESG gap analysis, and ESG disclosure requirements, we see the next wave of ESG needs of our clients to be focused on:

  • supply chain risk management and financing;
  • ESG due diligence for mergers and acquisitions, and private equity investments;
  • ESG-related regulatory compliance in areas such as health and safety, corporate governance and employment and labour;
  • Structuring of contracts and legal agreements to protect against ESG-related risks;
  • Greenwashing or false and misleading claims; and
  • Complaints or disputes over ESG wrongdoing.

We are positioned to assist clients in these needs, and will continue to expand our services to provide our clients with unparalleled end-to-end counsel in the jurisdictions they operate in, and to deliver value to our clients in managing the potential areas of opportunity and risk .

Where do you see the future of ESG/sustainability in the legal community (both in terms of legal offerings and firms’ best practices)?

Sustainability and ESG have grown to become an integral part of business strategies today. The global pandemic accelerated the adoption of ESG and sustainable finance as part of the global economy’s efforts to build back better. This led to greater interest in building sustainable businesses that can weather the effects of large-scale disruptions to the economy, and that can bring about longer-term value creation. Governments too are looking at ways that ESG will impact their local economies, and have put in place regulations to ensure that businesses conform to some measure of ESG standards.  We expect this trend to continue, whereby an organisation’s performance on sustainability and ESG issues will determine their value to stakeholders and licence to operate.

As sustainability and ESG issues take centre stage in most, if not, all future deals and operations, companies will look to partner with advisers who are aligned with their own corporate values. We believe that the legal sector will play a key role in helping clients better understand the fast-changing ESG landscape, public policy trends, and rules and regulations, and assisting in implementing strategies that would guide organisations towards becoming champions for ESG growth. In our role as legal service providers, we need to constantly innovate, and keep pace, in identifying and developing solutions to our clients’ needs.

Our Firm is positioned in the following three areas to serve our clients’ current and future ESG needs:

  • As sustainability and ESG issues span multiple disciplines, including economics, business and policy, and we expect our role as legal advisors to evolve as well. On this front, our Firm is well-positioned and ahead of the curve, as our multi-disciplinary team comprise in-house economists, lawyers and consultants who are ready to provide counsel on the full spectrum of ESG and public policy issues.
  • Another observation is that sustainability and ESG issues have cross-border impact. In this regard, we have the advantage of our strong regional network of offices in Singapore, Myanmar and Vietnam; associate firm, Rahmat Lim & Partners in Malaysia; and network firm, Soemadipradja & Taher in Indonesia. We are well-placed to support clients whose ESG objectives might transcend jurisdictions throughout South-east Asia, providing them with an integrated and seamless service.
  • Geographically, we are based in Singapore, which is at the heart of the energy transition in South-east Asia, and at the forefront of sustainability innovation. Recognised for its strong international trade and green innovation, Singapore is also located at the heart of South-east Asia which is fertile ground to harness the potential of nature-based solutions for climate change. As a country, Singapore is committed to sustainable development. Singapore is attracting companies to anchor their R&D activities here to develop new sustainability solutions, including technologies such as carbon capture, utilisation and storage. MAS’ Green Finance Action Plan has a focus on building strong capabilities in green finance. This includes initiatives to anchor in Singapore providers of sustainability rating and verification services, centres of excellence to undertake Asia-centric green finance research, and funding support for Green FinTech projects. We are often deeply involved in these initiatives, and possess first-hand expertise and domain knowledge to advise clients not only on these initiatives, but also how some of these solutions can be applied to their operations beyond Singapore.