Bowling, Respeliers and Hilton Examine How ESG Considerations Are Reshaping M&A Deal Terms in New York Law Journal

06.24.2026

Stinson LLP Partners Jack Bowling and Patrick Respeliers and attorney Cooper Hilton authored an article for New York Law Journal examining how environmental, social and governance (ESG) considerations are increasingly shaping risk allocation and deal structuring in mergers and acquisitions.

In the article, "When ESG Considerations Become Deal Terms," the authors discuss how ESG factors have moved from a peripheral diligence consideration to a core component of transaction analysis. They note that deal teams are increasingly addressing ESG risks earlier in the transaction lifecycle, as issues related to environmental exposure, labor practices, supply chain integrity and governance structures can materially affect valuation, deal certainty and post-closing liability.

"With ESG factors increasingly appearing in diligence scopes, deal documents, and boardroom deliberations, deal terms must account for these dynamics early or risk mispricing targets, jeopardizing deal certainty, and creating post-closing liabilities," they explain.

The authors highlight how ESG considerations are increasingly embedded directly into transaction documents, including tailored representations and warranties, indemnification structures, escrow arrangements and purchase price adjustments. They further discuss the growing influence of shareholder activism and evolving proxy dynamics, which continue to elevate governance and sustainability considerations in both deal strategy and execution.

Bowling, Respeliers and Hilton are members of Stinson's national Corporate Finance Practice Division, which includes nearly 50 attorneys across the firm's offices who advise public and private companies, investment firms and other clients on mergers and acquisitions, capital markets transactions, corporate governance and strategic business matters. In New York, the division includes attorneys Jay Taylor, Tobias Ziegler and Sasson Marcus, who work alongside colleagues throughout the firm on sophisticated corporate finance and transactional matters.

Bowling advises a number of leading companies on complex M&A transactions and is regarded for his track record of creativity and precision. This track record has resulted in him being ranked Band 1 (the highest rank possible) by Chambers USA, as well as being named to the Legal 500 M&A Powerlist and other recognitions.

For more than 30 years, Respeliers has helped public and private companies to grow and finance their business. Respeliers also helps clients raise capital from early stage venture capital to initial public offerings and negotiating joint ventures and strategic alliances. He has extensive experience handling matters for companies in the energy, financial services, construction, data center and REIT industries.

Hilton brings a detail-oriented approach and an interest in complex financial matters to his corporate finance practice, advising clients on mergers, acquisitions and other strategic transactions.

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