


Sustainability and ESG
Social, environmental and governance imperatives are driving major changes across Canada and around the globe. Effective ESG strategies require an organization-wide approach, balancing compliance, adaptability and impact.
With a growing awareness that today’s business decisions must respond to a complex ESG context, McMillan provides comprehensive support to ensure regulatory compliance, safeguard reputations and respond to investigations, allegations and disputes. Our cross-functional ESG team blends a business-focused mindset with deep expertise in all the substantive areas of law required for management of ESG risks (environmental, Indigenous relations, human rights, regulatory, international trade and supply chain management, competition/antitrust, tax, dispute resolution, employment, corporate governance, etc.).
McMillan helps clients navigate risks and opportunities while staying ahead in this complex and ever evolving area.
Effective board and corporate governance advice
The corporate governance landscape is rapidly evolving in the face of internal and external pressure from investors, stakeholders, lenders, activists and regulators to more sustainable governance models. Our skilled team assists boards of directors, C-Suite executives, executive leadership teams, chief legal officers, general counsels, chief sustainability officers and business managers to develop and implement strategies to consider, manage, and report on challenges and opportunities related to ESG and sustainability.
We support clients with:
- Strategic advice on fiduciary duties and best practices for overseeing ESG-related matters, including committee mandates, governance designs and responding to shareholder proposals
- Shareholder responsibilities and response to stakeholder activism
- Mandatory reporting requirements and voluntary information requests
- Advice on compliance with voluntary ESG disclosure frameworks developed by the Sustainability Accounting Standards Board, the Task Force on Climate-related Financial Disclosures, the Canadian Sustainability Standards Board and the Global Reporting Initiative and related disclosure considerations
- The integration of ESG metrics into governance matters, such as board composition, executive compensation and stakeholder engagement, including peer group analyses and benchmarking assessments
- Best practices related to ESG issues arising out of governance policies, codes of conduct and compliance programs
- Public relations and issue management
- Ongoing education and training to directors and officers of public companies and institutional investors about ESG, including how to address questions and comments raised by proxy advisory firms such as ISS and Glass Lewis
Maximizing opportunities in corporate transactions and due diligence
Our skilled corporate transactions team helps companies maximize the value of their transactions, including through:
- Creating a sustainable investment portfolio strategy
- Green financing (including sustainable and sustainability-linked bonds/loans)
- Obtaining tax credits and other sustainability-focused investment tax credits
- Contract negotiations and safeguards to mitigate implementation risks
- Sale and IPO preparation
For potential targets and prospective buyers (issuers, funds and financial institutions), we assist throughout the transaction lifecycle of acquisitions and divestitures, from M&A decision making (including the selection of targets) to due diligence, integration and corporate governance with a focus on ESG-related issues.
Aligning operations with a sustainability-focused mindset
With a growing focus on ESG issues affecting our clients’ day-to-day operations, we provide comprehensive support to ensure regulatory compliance, enhance operations and align to industry expectations or best practices for reputational protection. We advise our clients on their workplace and employer strategies (e.g., anti-discrimination, employment equity and pay equity); supply chain management and audits, including with respect to the Fighting Against Forced Labour and Child Labour in Supply Chains Act; GHG emissions reduction, carbon markets and offsets; and circular economy strategies to reduce waste and pollution.
With a focus on understanding the impact and implications of such significant decisions, we support clients in determining ESG priorities, establishing systems to monitor, track and verify results, and developing a roadmap for implementing organization-wide changes.
For private equity firms, investment funds and other privately held entities such as family offices, we support the integration of ESG strategies in investment policies, governance structures and decision-making roles.
Managing risk and reputation
With increased scrutiny of business operations and the impacts on production, distribution and consumer wellbeing, McMillan supports our clients at every stage of the risk assessment, investigation and crisis response and management cycle. Should a dispute be brought before the courts, our team skillfully advises on the strategies that align with your business goals, considering mitigation, reputation management and long-term impacts.
We represent clients in:
- Climate change litigation, including allegations of failure to meet emissions targets or mitigate climate risks
- Greenwashing claims or misleading marketing about sustainability practices, eco-friendly products and services, and ESG compliance
- Inspections, investigations and audits, both internal and external
- Class action proceedings alleging inadequate or misleading disclosure, breach of regulatory requirements, violations of international commitments and human rights, and chemical exposure
- Supply chain disputes, including claims of environmental harm, human rights abuses, or labor standards
- Shareholder activism matters or disputes over transparency, governance practices or corporate social responsibility
- Claims related to breach of fiduciary duty and alleged failure of directors and officers to address risks, including those arising from ESG-focused decisions
- Regulatory or administrative disputes, including those alleging non-compliance with ESG-related regulations or standards
- Regulatory prosecution defence, administrative monetary penalties reviews and related challenges, including under the Charter of Rights and Freedoms
- Indigenous rights claims or conflicts over land use, resource extraction and benefit-sharing and consultation with Indigenous communities
- Environmental damage disputes, such as claims regarding pollution, deforestation, or other harmful environmental practices
- Defending allegations of international human rights violations before the courts and the Canadian Ombudsperson for Responsible Enterprise
Ensuring regulatory compliance
Navigating new and evolving regulations requires timely advice and multi-jurisdictional cooperation to ensure that companies are protected from investigations, regulatory enforcement actions or consumer disputes.
We advise clients on meeting federal and provincial regulations related to environmental impacts, competition, managing and complying with anti-bribery, anti-money laundering and anti-corruption legislation, human rights and governance practices. By providing strategic advice on staying compliant, including verifying reporting and monitoring voluntary ESG metrics, we help clients mitigate risks while safeguarding reputation and showcasing an ongoing commitment to sustainability. With a deep understanding of both the regulatory compliance and voluntary ESG risks, our team can assist with conducting gap analyses and benchmarking reports of existing programs to emerging requirements for disclosures and new regulation.
Operationalizing projects and green energy initiatives
For clients undertaking significant projects, we provide comprehensive support throughout the project lifecycle. In the mining, forestry, pulp & paper, oil & gas and electricity sectors, we advise on the impact of ESG issues on project structures, financing terms and financing sources, including in the international joint-venture space.
With deep experience in the development and financing of major projects, including renewable energy, energy storage, carbon capture and hydrogen, we provide a 360-degree perspective to clients looking to engage in projects geared towards a more sustainable future.
We also bring together our deep experience in novel financings and advise on the development and implementation of innovative structures and terms for green and sustainability-linked financings, including compliance with voluntary standards, such as the Equator Principles, Sustainability-Linked Bond Principles and other green and social standards.
From the initial stages of project development through to operation, we assist clients in their relations with Indigenous communities, including community consultation and engagement, joint venture negotiation, equity participation structures, project support and impact benefit agreements.
Helping entrepreneurs execute innovation and clean-tech
Increasingly ambitious and entrepreneurial founders are developing new ventures and technologies to reduce greenhouse gas emissions, improve environmental sustainability and provide other climate-related solutions. These new endeavors face a wide range of novel legal and regulatory issues, from corporate structuring, capital raising, shareholder relations, tax issues and intellectual property — all of which require a thorough understanding of the industry and expert counsel to navigate.
We also support our growth-orientated clients to take advantage of emerging opportunities in the capital markets (e.g., stock exchange listings, private placements, public offerings, strategic investments from private equity funds and other sustainability-focused financial products).
Creating a public relations strategy
Sustainability factors are top of mind amongst government officials and regulators. McMillan is uniquely placed to help you navigate the responsible public officials and government ministries through our affiliated public affairs group, McMillan Vantage. Vantage includes former ministers of the Crown, deputy ministers, chiefs of staff to Prime Ministers and other senior officials who understand the value of effective advocacy and can help you make the right case to the right people.
Through broad government experience and a large network of contacts, McMillan Vantage is well positioned to bring your sustainability agenda to the attention of public authorities at all levels of government. Working together with the legal team, Vantage can avoid costly duplication by building on and leveraging the sophisticated legal analysis of McMillan team members. Together, McMillan and Vantage can help reduce bureaucratic delay, avoid regulatory uncertainty and add real value to your business. In addition, we can help manage your corporate reputation and build new and deeper relationships with civil society leaders and Canadians, alike.
How can we help you?
At McMillan, we help companies not only understand the risks of environmental, social and governance inaction but how to turn these risks into opportunity for differentiation. As part of Canada’s sustainable growth strategy, stakeholders will expect companies to be even more engaged in social, governance and environmental practices. Moving forward, corporate leaders have the opportunity to take the lead by meeting these expectations and bringing sustainable business models rooted in ESG principles to market.
We believe in the importance of doing business differently — and the evidence increasingly confirms that companies demonstrating a strong commitment to sustainability are outperforming their competition on key financial measures such as market valuation, financial performance and shareholder value creation.
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Jan 30, 2025
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Indigenous Law Update: What the B.C. Natural Resource Sector Should Know About “Non-Treaty” Agreements
This bulletin discusses non-treaty agreements with indigenous groups in British Columbia.
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Aug 22, 2023
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ESG Class Actions and Other Lawsuits “Sustainable” into 2023
Recent ESG litigation developments in Canada and what we can expect to see in the near future.
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Jun 14, 2023
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Québec Bill 29, An Automotive Perspective – A Potential Right to Repair, Planned Obsolescence Ban and Lemon Law
Quebec looks to adopt a right to repair and planned obsolescence Bill with particular impacts in the automotive sapce
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Jun 13, 2023
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Squeaky “Clean”: Competition Bureau Combats Greenwashing
Competition law developments aimed at addressing "greenwashing" (misleading environmental claims), including increased scrutiny by the Bureau.
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Nov 10, 2022
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Reporting Issuers Need to be Factual and Balanced, Striving for Accurate and Comprehensive ESG reporting
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Nov 30, 2022
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Green or Grey: Regulators Target Greenwashing, Misleading Environmental, Social and Governance (ESG) Claims
An overview of risks and best practices for companies in relation to environmental, social and governance (“ESG”) claims and disclosure.
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Oct 19, 2022
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ESG in Canada: What We Learned in 2021 and Looking Ahead to 2022
In this rapidly evolving business environment, this report from McMillan’s ESG Initiative offers companies and business leaders in Canada an essential overview of ESG developments in regulations, laws and norms that have occurred over the last year.
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Mar 4, 2022
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CSA Propose Standardized and Reinforced Climate-Related Disclosure — Primer on Proposed National Instrument NI 51-107 Disclosure of Climate-related Matters
McMillan Bulletin Proposed National Instrument 51-107 Disclosure of Climate-related Matters Canadian Securities Administrators Climate Change Disclosure
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Oct 25, 2021
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The pitfalls associated with sustainability-linked bonds
Short article on the pitfalls associated with sustainability-linked bonds.
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Sep 8, 2021
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“Say on Climate” — Key Considerations in Implementing Shareholder Votes on Climate
Shareholder engagement on climate-related matters continues to grow across the globe, including Canada, these issues are a key focus area for public companies
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Jul 16, 2021
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An International Overview of Existing Climate-Related Insurance Initiatives: Finding the Right Path for Canada
Part of our ESG initiative, this article summarizes existing climate-related insurance initiatives and suggests programs that may be most successful in Canada.
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Jun 30, 2021
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Canada’s Federal Greenhouse Gas Offset Credit System Creates Green Incentives for Regulated Facilities
Publication of Greenhouse Gas Offset Credit System Regulations under section 195 of the Greenhouse Gas Pollution Pricing Act.
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Apr 7, 2021
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Canada’s new mandatory 100% ZEV target is a rapid charge forward.
What we think this announcement means for OEMs, Canadian industry, and more
Canada has announced a mandatory 2035 target for 100% ZEV sales. McMillan and McMillan Vantage Policy Group share what this may mean for OEMs, industry and more.
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Jul 12, 2021
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Charging Ahead: Alberta and Saskatchewan Joining Forces with Ontario and New Brunswick on Small Modular Reactors
Update on developments in nuclear energy and small modular nuclear reactors in Canada, including the memorandum of understanding that was recently signed.
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May 26, 2021
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Climate, Credit & Canada – Growth of Green Bonds, Sustainability-Linked Credit and Net-Zero Banking
Climate, Credit & Canada - Growth of Green Bonds, Sustainability-Linked Credit and Net-Zero Banking
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Jun 7, 2021
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Greening Canadian Borders – Canada Considers Border Carbon Adjustments for Carbon-Intensive Imports
Border Carbon Adjustments are being explored by various countries including Canada in its 2021 Budget to support climate change initiatives.
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Jul 6, 2021
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ICMA Green Bond Principles Undergo Minor Facelift
Legal news bulletin discussing recent changes to ICMA Green Bond Principles.
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Jun 17, 2021
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Opportunities for Canadian Biotech Companies on the Hong Kong Stock Exchange
Opportunities for Canadian Biotech Companies on the Hong Kong Stock Exchange
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May 18, 2021
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Primer on Canadian Federal and Provincial Cleantech Funding Programs
Across Canada, entrepreneurs are striving to develop technologies to reduce greenhouse gas emissions, improve environmental sustainability, and provide other climate-related solutions to the domestic and international markets.
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May 25, 2021
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Significant Changes to Canada’s Federal Environmental Protection Regime Proposed
The government of Canada is proposing significant changes to the Canadian Environmental Protection Act, 1999 through the introduction of Bill C-28.
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Apr 28, 2021
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Supreme Court of Canada Upholds Federal Carbon Pricing Regime
In a decision released March 25, 2021, the Supreme Court of Canada ruled that the Greenhouse Gas Pollution Pricing Act is constitutional.
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Mar 29, 2021
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Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends
Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends
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May 26, 2021
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There Must be Something in the Water. Let’s Talk Hydrogen.
Please join us for an engaging panel discussion with experts and thought leaders from the political, academia, legal and business sectors to discuss the national hydrogen strategy.
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February 9, 2021 - 1:00 pm to 2:30 pm EST
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Thinking of Forming an ESG Fund? Five Pointers for Fund Managers
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Mar 10, 2021
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Will BC’s UNDRIP action plan create compliance challenges under the US Foreign Corrupt Practices Act, the UK Bribery Act or the Criminal Code of Canada?
Will BC’s UNDRIP action plan create compliance challenges under the US Foreign Corrupt Practices Act, the UK Bribery Act Criminal Code of Canada?
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Jun 15, 2021
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