International Transactions and Post-M&A Disputes in the Sustainability Era
Bibliographic record
Abstract
The last decades of the twentieth century experienced a growing concern for environmental and social issues. This trend continues today, with reform efforts affecting a wide landscape of fields and industries. The corporate world is not an exception. Corporations are immersed in a revolution, and these business structures must evaluate their role in society (Dieux, 2023). Concepts such as Corporate Social Responsibility (CSR) and “Environmental, Social, and Governance factors” have become well-known standards for businesses, leaving behind an era of profit maximization in the shortest possible time (Dieux, 2023). Environmental, Social, and Governance factors (ESG) originated as the main topic in the United Nations Global Compact 2004 Report, Who Cares Wins (United Nations, 2004). The report addressed financial institutions and called on them to resort to standards that would promote sustainability in three different but interrelated topics: environmental protection, social progress, and adequate corporate governance. In the report, financial institutions assessed how considerations for these factors should become more present in the financial industry to continue—and build on—the sustainability trend that commenced in the last quarter of the twentieth century. Although ESG may have been introduced in the financial context, it soon expanded into all industries, and it is now a strategy to create value in society (Garrido, 2022, unpublished). The ESG Report was only one among the international initiatives that targeted increased social responsibility through a holistic perspective. The trend is not only limited to environmental protection and the fight against climate change—although this is the ESG factor that has gained more momentum—but overall human rights protections have been targeted. Initiatives like the UN Guiding Principles on Business and Human Rights (UNGP), the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, the Sustainable Development Goals (SDGs), the Paris Agreement, and the Taskforce on Climate-related Financial Disclosures derived from COP21 are some examples (Croisant & Barrett, 2023). This new reality has expanded into the legal arena. The ESG trend initially took the form of soft law instruments relying on voluntary action by States and civil society. However, enforceable legal mechanisms have now emerged to address the issue, imposing mandatory due diligence on companies. Some examples are Section 54 (Allen et al., 2024) of the UK Modern Slavery Act 2015, the UK Gender Pay Gap Information Regulations, Germany Supply Chain Due Diligence Act, or the EU Directive on Corporate Sustainability Due Diligence (CSDD). One of the theories explaining this shift in the approach is judicial interventionism. Initially, court decisions addressed States and breaches of their international law obligations (Croisant & Barrett, 2023). For instance, in the 2015 Urgenda case, the Dutch courts ordered the Dutch government to reduce greenhouse gas emissions by 25%. The Netherlands appeal was dismissed by the Dutch Supreme Court in 2019. This trend has now expanded to address corporate behavior by private law companies, as evidenced by the Shell judgment. Besides the public legal arena, ESG factors have also entered the field of international business transactions, having become an important topic in contractual negotiations and mergers and acquisitions (M&A) transactions (Croisant & Barrett, 2023). This piece will address the convergence of ESG factors into the corporate realm. It will first delve into the materialization of these abstract factors and ideas into corporate obligations for companies. Then, it will present the disputes and liability risks that arise, along with some suggestions to adapt the dispute resolution process to the M&A and ESG specificities that may arise from these transactions.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.004 | 0.010 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.001 | 0.003 |
| Science and technology studies | 0.007 | 0.005 |
| Scholarly communication | 0.020 | 0.008 |
| Open science | 0.001 | 0.005 |
| Research integrity | 0.011 | 0.008 |
| Insufficient payload (model declined to judge) | 0.072 | 0.010 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".