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ESG’s evolving role in
corporate M&A decisions
Deloitte poll results
March 2023
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.
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
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
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
About Deloitte
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each
of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. In the United States, Deloitte refers to one or
more of the US member firms of DTTL, their related entities that operate using the “Deloitte” name in the United States and their respective affiliates. Certain services may not be available to
attest clients under the rules and regulations of public accounting. Please see www.deloitte.com/about to learn more about our global network of member firms.
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
obtained during the poll was taken “as is” and was not validated or confirmed by Deloitte.
This presentation contains general information only and Deloitte is not, by means of this presentation, rendering accounting, business, financial, investment, legal, tax, or other professional
advice or services. This presentation is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before
making any decision or taking any action that may affect your business, you should consult a qualified professional advisor.
Deloitte shall not be responsible for any loss sustained by any person who relies on this presentation.

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Private Equity Leads Corporate Deal Teams on ESG in M&A

  • 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
  • 6. About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the “Deloitte” name in the United States and their respective affiliates. Certain services may not be available to attest clients under the rules and regulations of public accounting. Please see www.deloitte.com/about to learn more about our global network of member firms. 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 obtained during the poll was taken “as is” and was not validated or confirmed by Deloitte. This presentation contains general information only and Deloitte is not, by means of this presentation, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This presentation is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this presentation.