Private equity investors (PEI) could be early leaders when it comes to environmental, social and governance (ESG) efforts in M&A, according to a new Deloitte poll. Based on the data, PEIs lead their corporate M&A counterparts by factors of two and three when it comes to the use of ESG clauses in deal contracts and routine ESG due diligence.

1. ESG’s evolving role in
corporate M&A decisions
Deloitte poll results
March 2023

2. ESG’s evolving role in corporate M&A decisions
Copyright © 2023 Deloitte Development LLC. All rights reserved. 2
Methodology
330+
Private equity investors (PEIs) and in-house,
corporate M&A professionals (corporates)
were polled online during a Deloitte webcast
titled “ESG’s evolving role in corporate M&A
decisions” on December 6, 2022. Answer
rates differed by question.
In some instances, immaterial amounts (e.g., +/-
0.1%) have been added to or removed from the
“Don’t know/not applicable” answer responses to
bring results to 100% total for each question.

3. ESG’s evolving role in corporate M&A decisions
Copyright © 2023 Deloitte Development LLC. All rights reserved. 3
Votes received 486
How would you describe the maturity of your organization's approach to evaluating ESG
(environmental, social, governance) in pre-deal due diligence?
Don’t know / not applicable = 12.4% for PEIs and 12.3% for corporates
Advanced - ESG is a consistent, formalized
component of our due diligence process
Building - ESG is an inconsistent component of our
due diligence process (e.g., questions are sometimes
asked during due diligence)
Planning - ESG is not yet a component of our due
diligence process, but we plan to incorporate it
within the next 12 months
Absent - We do not plan to include ESG in the due
diligence process
26.8%
22.8%
23.2%
14.8%
9.3%
33.9%
32.6%
11.9%
PEIs Corporates
PEIs are nearly 3
times as likely as
corporates to
approach ESG due
diligence consistently
and formally
49.6% of PEIs
and 43.2% of
corporates
conduct
some form of
ESG pre-deal
due diligence

4. ESG’s evolving role in corporate M&A decisions
Copyright © 2023 Deloitte Development LLC. All rights reserved. 4
Votes received 336
Does your organization include ESG conditions in M&A contracts?
Don’t know / not applicable = 32.5% for PEIs and 31.2% for corporates
Yes, we include ESG conditions in M&A contracts (e.g.,
MAC-clauses, warranties, interim operating
agreements)
No, but we plan to include ESG conditions in M&A
contracts in the next 12 months (e.g., as a risk measure
in response to new SEC climate disclosure
requirements)
No, we do not include ESG conditions in M&A
contracts
PEIs are nearly twice
as likely as
corporates to include
ESG clauses in M&A
contracts
26.5%
16.3%
24.7%
14.1%
22.9%
31.8%
PEIs Corporates

5. ESG’s evolving role in corporate M&A decisions
Copyright © 2023 Deloitte Development LLC. All rights reserved. 5
Media Contacts
Christine Oh
Public Relations
Deloitte Services LP
chrisoh@deloitte.com
Taylor Graham
Public Relations
Deloitte Services LP
tagraham@deloitte.com

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Copyright © 2023 Deloitte Development LLC. All rights reserved.
The statements in this report reflect the aggregation of poll responses and are not intended to reflect facts or opinions of any entities. All data, charts and statistics referenced and presented, as
well as the representations made and opinions expressed, unless specifically described otherwise, pertain only to the participants and their responses to the Deloitte poll. The information
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