ESG & Representation and Warranties Stay on the Radar
A majority of respondents anticipate working on a deal that includes ESG risk screening over the next 12 months, underscoring its growing importance in M&A strategy. More than 53% of respondents have already sought targets that can enhance ESG performance, and 56% expect to actively pursue such targets in the coming year.
This continued momentum reflects a broader shift toward responsible investing and long-term value creation. ESG considerations are no longer peripheral—they’re becoming embedded in deal criteria, due diligence, and valuation. As regulatory expectations and stakeholder demands evolve, companies are increasingly viewing ESG alignment as both a risk mitigation tool and a competitive advantage.
Indicate your level of agreement with the following: “Over the past / next 12 months, dealmakers…”
Similar to last year’s findings, 15% of respondents anticipate a significant increase in the frequency of R&W insurance in deals, while 47% expect it to increase somewhat. 34% foresee no notable change, and only a small minority—3% and 1%, respectively—believe usage will decrease somewhat or significantly.
This steady outlook reflects the growing reliance on R&W insurance as a risk mitigation strategy, particularly in complex or high-value transactions. Notably, respondents from the Energy & Natural Resources sector were more likely to expect a significant increase in usage, likely due to the sector’s regulatory complexity and heightened risk profile.
As dealmakers continue to prioritize thorough due diligence and risk allocation, R&W insurance remains a valuable tool for bridging gaps between buyers and sellers, streamlining negotiations, and enhancing deal certainty. Its role is especially pronounced in sectors where liability exposure and compliance risks are elevated.
In the next 12 months, what is the likelihood that your company, one of your portfolio companies, or a company you advise will work on a deal in which the target company or buyer is screened for ESG risk?
As dealmakers continue to prioritize thorough due diligence and risk allocation, R&W insurance remains a valuable tool for bridging gaps between buyers and sellers, streamlining negotiations, and enhancing deal certainty. Its role is especially pronounced in sectors where liability exposure and compliance risks are elevated.
In the next 12 months, what is the likelihood that your company, one of your portfolio companies, or a company you advise will work on a deal in which the target company or buyer is screened for ESG risk?
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“From a legal standpoint, ESG is no longer a peripheral concern—it has become increasingly important to how representations and warranties are drafted and negotiated. Attorneys are more frequently embedding ESG-specific clauses into deal documents, covering everything from climate risk disclosures to workplace culture assessments. These provisions aren’t just about compliance—they’re about protecting buyers from reputational and operational risks that could surface post-close.”Brendan J. Cahill |