ESG Due Diligence Is Now a Must in M&A Deals

Jan de Vries · 2026-07-06

Institutional buyers have changed the way they assess acquisition risk. Five years ago, environmental, social, and governance issues were often reviewed informally, if they were reviewed at all. Today, ESG is a defined workstream in many institutional M&A processes, especially where private equity sponsors, strategic buyers, or regulated-sector investors are involved. You might be wondering why this shift happened so fast. The short answer is that money and regulation forced it. Deloitte's 2024 ESG in M&A Trends Survey reported that 91% of respondents had high or very high confidence in their organization's ability to evaluate an acquisition target's ESG profile. That's up from 74% in 2022, which is a huge jump in just two years. This shift is primarily driven by limited partner mandates, tightening regulatory disclosure requirements, and a growing recognition that environmental liabilities, governance failures, and social risk exposures can produce material losses. Buyers who previously bypassed rigorous review have often inherited carbon liabilities or labor violations that were identifiable pre-close. The cost of such omissions has fundamentally changed the standard of practice. ### Why ESG Has Entered the M&A Due Diligence Process ESG has entered M&A because investors, regulators, and buyers now treat sustainability risk as part of enterprise risk. That shift is especially evident in private equity, where limited partners often expect fund managers to demonstrate how ESG factors are identified, assessed, and monitored throughout the investment lifecycle. Several structural factors have forced ESG due diligence in M&A into the spotlight: - **LP and investor mandates.** Institutional LPs increasingly require ESG assessment as a prerequisite for fund compliance with responsible investment commitments. - **Regulatory pressure.** Frameworks such as the Sustainable Finance Disclosure Regulation in Europe and emerging SEC climate disclosure rules require buyers to understand ESG exposure in acquired assets. According to PwC's Global M&A Trends report, ESG is now a top-tier priority for creating and preserving deal value. - **Reputational and financial risk.** Post-acquisition failures attract intense public scrutiny, which can damage both the target's and the acquirer's brands. - **Valuation impact.** Businesses with poor labor practices or high carbon intensity increasingly trade at a discount. Conversely, research from McKinsey & Company suggests that strong ESG propositions correlate with higher value creation. - **Integration complexity.** Identifying issues before signing allows buyers to price or structure around remediation efforts, which are often expensive and operationally demanding post-close. "In our experience, deals that skip ESG due diligence often face surprise costs that eat into returns," says Jan de Vries, an e-commerce consultant who has advised on dozens of cross-border transactions. "It's not a checkbox anymore. It's a real value driver." ### What ESG Due Diligence Actually Covers A comprehensive, sustainable M&A due diligence process is typically divided into three distinct workstreams. Each one digs into a different area of risk, and together they paint a full picture of the target's exposure. #### Environmental Workstream This pillar focuses on the environmental due diligence for acquisitions. The environmental workstream focuses on the target's direct and indirect exposure to environmental risk. For industrial, energy, manufacturing, logistics, and real estate-heavy businesses, this review can be material to valuation. Buyers often assess: - Scope 1, 2, and, where relevant, Scope 3 emissions - Site contamination and remediation obligations - Waste disposal practices and environmental permits - Exposure to carbon pricing, regulatory phase-outs, or stranded asset risk - Water use, raw material sourcing, and deforestation exposure in supply chains Think of it this way: if the target owns a factory built 40 years ago, there might be hidden cleanup costs that could run into millions of dollars. A good environmental review catches those issues before the deal closes. #### Social Workstream The social workstream examines how the target manages people, workplace risks, and affected communities. This can include wage compliance, health and safety performance, union relations, employee turnover, diversity data, and employment-related claims. For companies with complex sourcing, buyers may also review supplier labor standards. That is especially relevant where the target depends on low-cost manufacturing, agricultural inputs, logistics networks, or suppliers in higher-risk jurisdictions. #### Governance Workstream This involves a rigorous ESG risk assessment of the target's leadership, ethics, and compliance structures. Buyers look at board composition, executive compensation tied to ESG metrics, data privacy practices, and anti-corruption policies. A weak governance framework can signal deeper problems that affect long-term stability. ### The Bottom Line for Buyers ESG due diligence is no longer optional. It's a standard part of M&A transactions because the risks are real and the costs of ignoring them are too high. Whether you're a private equity firm or a strategic buyer, integrating ESG into your deal process can protect your investment and improve outcomes. Start by building a checklist that covers the three workstreams above. Work with specialists who understand your industry. And remember: the goal isn't just to avoid bad deals. It's to find good ones that will perform better over time.