Navigating the dynamic global business environment through the lens of professional services.
March 2024
YOUR GUIDE to navigating a complex and ever-changing global business environment from professional service firms across the globe
35 IR Global members
EMBRACING ESG “Consumers expect companies to demonstrate commitment to the planet and its people.” Isabella Bertani BERTANI p8
share their insight on key topics facing the industry today
DISPUTES Thomas H. Curran Does AI belong to dispute resolution?
HEALTHCARE Stuart Hendry on generative AI in MedTech
GLOBAL MOBILITY Paul Beare explains UK immigration post-Brexit
THE STATE OF AI Claes Ottoson discusses AI misinformation and copyright threats
GLOBAL MOBILITY Dunstan Magro on sustainable immigration in Malta
INTEGRITY IMPACT QUALITY
FROM THE EDITOR Developing strategies for developing events
IR Global is a multi-disciplinary professional services network that provides legal, accountancy and financial advice to both companies and individuals around the world. Our membership consists of the highest quality boutique and mid-sized firms who service the mid-market. Firms which are focused on partner led, personal service and have extensive cross border experience. Represented in 165+ jurisdictions, covering over 70 unique practice areas, we are perfectly placed to offer the highest quality bespoke advice that meets the needs of the most complex client requirements. Since 2010, our community has grown to 1,400+ members worldwide based on the principles of friendship, trust and a shared belief in going beyond the traditional role of the adviser. Today we exist as the ‘go to’ network for forward thinking clients looking for creative, pragmatic and cost effective solutions.
Highest quality bespoke advice, meeting the needs of the most complex client requirements
Charles Scherer
info@irglobal.com
As governments worldwide began to ease their Covid policies over the course of 2021, many in advanced economies spoke about a ‘new normal’, or desire to ‘build back better’. The theory was that the crisis was over, and if we were to take anything positive out of a dire event, it was that we could rebuild in a more equitable, sustainable, and just way. As it goes, the news cycle shows us stumbling from one global crisis to another, with war in mainland Europe overlapping with erupting violence in the Middle East. National debt, inflation, and tax burdens remain vast as countries, still recovering from the economic body blows of their pandemic restrictions, fund and aid their allies in armed conflict, and absorb the impact of trade disruption. Even if businesses or markets crave stability, they will be quite accustomed to unpredictability. That might be especially true in 2024, when half of the
world’s population will be seeing elections. That includes general elections in IR Global members’ home countries like the US, the UK, Mexico, and Mauritius. Not to mention state, legislative, or local elections in Portugal, Australia, Malta, Poland, and Germany. What is the response? It is a myth that the Chinese
“Certainty might always be preferable, but it is seldom realistic.”
Thomas Wheeler Founder of IR Global
word for ‘crisis’ is the same as the word for ‘opportunity’, but it may be a useful attitude nonetheless. We can’t do anything about global events, but we can control how we respond. So, what is there to navigate in 2024? ESG is high on the agenda, with business practices and environmental impact under the close scrutiny of legislators and customers. It takes a great deal of effort to ensure that environmental damage is minimal, social impact is positive, and corporate governance is unimpeachable. Yet, investing in those goals pays dividends. Attitudes to AI range from casual dismissal to existential dread, policymakers are still trying to legislate for it, and businesses are attempting to harness it, all while the nature of what ‘it’ is changes almost daily. Establishing a strategy in that context is tremendously difficult, but promises incredible competitive advantages. The ‘new normal’ that people had initially envisioned was a world of flexibility, when we worked how we wanted and where we wanted. However, not every business has found hybrid work to its liking, and inflation has undermined the dream of many digital nomads. Businesses want to attract talent and countries want to attract entrepreneurs and investors, and finding a way to do so affordably can unlock much-desired growth. To use a cliché, ‘Change is the only constant’. Certainty might always be preferable, but it is seldom realistic. In the following chapters, IR Global members offer their unique and deeply qualified perspectives on the challenges at present and in the near future.
"The group’s founding philosophy was based on cultivating a giving mentality and creating a system which is ethical, sustainable and always puts clients’ interests first.”
IR Global is a multi-disciplinary professional services network that provides legal, accountancy, financial advice to companies and individuals around the world.
For further information, please contact: Rachel Finch Head of Digital & Sponsorships rachel@irglobal.com
JOIN OUR NETWORK
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• CONTENTS
In this issue:
Wealth Preservation: inflation, compliance, and changing taxation P46
ENGLAND Paul Beare
EMBRACING ESG
WEALTH PRESERVATION
Paul Beare Ltd p60
P8 CANADA Isabella Bertani, BERTANI P12 BELGIUM Steven De Schrijver, Agio LEGAL P16 US – OKLAHOMA Kaitlin Flinn, CCK Strategies, PLLC P16 US – OKLAHOMA Haley Legg, CCK Strategies, PLLC P18 HUNGARY Dr. Jesszika Udvari, Buzády & Udvari Law Firm
P48 ISRAEL Phillip Braude, Braude Wealth P50 POLAND Magdalena Dymkowska, MDDP Michalik Dłuska Dziedzic i Partnerzy P50 POLAND Magdalena Marciniak, MDDP Michalik Dłuska Dziedzic i Partnerzy P52 US – OKLAHOMA Eric Kunkel, CCK Strategies, PLLC P52 US – OKLAHOMA Kaitlin Flinn , CCK Strategies, PLLC P54 PORTUGAL Florbela Pires, CLAREIRA P54 PORTUGAL Vera Figueiredo , CLAREIRA P56 US – NEVADA Lou Robinson, Alliance Trust Company
CANADA Isabella Bertani BERTANI p8
EXPERT VIEW: FORCED LABOUR P20 US – TEXAS
GLOBAL MOBILITY
P60 ENGLAND Paul Beare, Paul Beare Ltd P64 MALTA Dunstan Magro, WDM International P64 MALTA Erika Baldacchino, WDM International P68 MAURITIUS Vimal Damry, Premier Financial Services Limited P70 MEXICO Edmundo Escobar, Escobar y Gorostieta, S.C Abogados P72 PORTUGAL Inês Leitão de Oliveira, Bind P72 PORTUGAL Rui Esperança, Bind P74 GERMANY Dr. Gerd Müller-Volbehr, Müller-Volbehr Hitzer Rechtsanwälte P76 SWITZERLAND Monika Naef, DUFOUR – Advokatur P78 UAE Thomas Paoletti, Paoletti Legal Consultants LLP P80 ANGUILLA Nina Rodriguez , Webster LP P82 MALTA Chris Armstrong, Papilio Services Limited
Adrienne Braumiller, Braumiller Law Group, PLLC
ARBITRATION vs LITIGATION P44 US – NEW YORK Michael Einbinder, Einbinder & Dunn LLP
AI’s controversial role in IP and disputes P28
US – MASSACHUSETTS Thomas H. Curran Thomas H Curran Associates, LLC p24
THE STATE OF AI
P36 AUSTRALIA James Conomos, James Conomos Lawyers P38 JAPAN Kenji Kuroda, Kuroda Law Offices P40 US – OHIO Chris Niekamp, Buckingham, Doolittle & Burroughs, LLC P40 US – OHIO Andrew Stebbins, Buckingham, Doolittle & Burroughs, LLC P42 VIETNAM Stephen Le, Le & Tran Law Corporation
P24 US – MASSACHUSETTS Thomas H. Curran, Thomas H. Curran Associates, LLC
P28 US – NORTH CAROLINA Stuart Hendry, HecoAnalytics Ltd P32 SWEDEN Claes Ottoson, Independia Law Firm AB P32 SWEDEN Elaine Gylling, Independia Law Firm AB
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Embracing ESG ESG (Environmental, Social & Governance) factors profoundly shape corporate behaviour and investment decisions worldwide. The following articles explore how sustainability is impacting the real estate and accountancy sectors, whether change is being led by client priorities or legislation, and how companies can increase their resilience to ESG. Steven De Schrijver discusses the transformative impact of these factors on real estate transactions in Belgium. Where previously viewed as risks during due diligence processes, ESG issues are now recognised as opportunities for value creation and industry transformation. He also highlights challenges such as “greenwashing” practices, where companies may falsely portray adherence to ESG goals. Meanwhile, Kaitlin Flinn and Haley Legg explore the role of ESG in accountancy. They emphasise that, in Oklahoma, reporting is not mandatory but is encouraged to uphold transparency and build stakeholder trust. Client and consumer demands are driving voluntary disclosure and influencing business strategies. Industries with high environmental impact, like Oil & Gas and manufacturing, face pressure to diversify into renewable energy sources but ESG considerations extend beyond environmental aspects to encompass social implications, such as community involvement and equality in hiring practices.
FEATURING...
P08 CANADA
Isabella Bertani BERTANI
P12 BELGIUM
Steven De Schrijver Agio LEGAL
P16 US – OKLAHOMA Kaitlin Flinn CCK Strategies, PLLC P16 US – OKLAHOMA Haley Legg CCK Strategies, PLLC
P18 HUNGARY
Dr. Jesszika Udvari Buzády & Udvari Law Firm
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• EMBRACING ESG
CANADA
Enhancing business resilience through ESG integration
“While ESG reporting is not mandatory for all Canadian companies, more are voluntarily adopting it.” Isabella Bertani, BERTANI
Isabella Bertani, FCPA, FCA Founder and Chief Client Strategist, BERTANI
I n recent years, concepts of Environmental, Social, and Governmental issues (ESG) and how companies are managing them has gained prominence globally. Canadian organizations are increasingly recognizing the importance of integrating sustainability considerations into their operations and that shareholders are interested in the sustainable initiatives they undertake in order to enable them to better understand how companies are managing the risks, opportunities, and uncertainties around these issues. Along with this, regulators have begun to also recognize the impact ESG has on decision making and as a result, have begun to impose reporting requirements and regulations around these issues, particularly in certain industries. With today’s rapidly changing business landscape, organizations are facing multiple challenges that extend beyond traditional financial metrics. The integration of ESG considerations is emerging as a critical aspect of corporate strategy. ESG Reporting in Canada Although ESG reporting is not universally mandatory in Canada, several developments are shaping the reporting landscape with key regulators the Office of The Superinendent of Financial Reporting (OFSI), the Canadian regulator of financial institutions, and
the Canadian Securities Administrators (CSA), regulator of publicly listed entities moving towards this framework: • Federally Regulated Financial Institutions: Commencing with their 2024 fiscal year, federally regulated financial institutions, including banks and insurance companies, will be required to report on ESG performance, in particular OFSI Guideline B-15 on Climate Risk Management which was put forward in March 2023 with a public reporting deadline of September 2024 for Canada’s largest banks and insurers and September 2025 for all other federally regulated financial institutions.
OFSI has also indicated it would align this disclosure requirement to the IFRS S-2 – Climate related disclosure requirements. This move reflects the growing importance of sustainability metrics in financial decision-making. • Canadian Listed Companies: While ESG reporting is not mandatory for all Canadian companies, increasingly, companies are voluntarily adopting disclosure. However, certain ESG-related provisions apply to Canadian listed companies. For example, in May 2024, first annual reports are due under the Fighting Against Forced Labour and Child Labour in Supply Chains Act,
Isabella Bertani is the Founder and Chief Client Strategist at BERTANI, a boutique audit, tax, and advisory firm located in Toronto, Canada. With over 25 years of experience, Isabella has worked extensively with both private and public companies in numerous industry sectors including manufacturing, food processing, technology, telecommunications, mining and mining-related industries, biotech, and retail and distribution. She has been named by Practice Ignition as one of the Top 50 Women in Accounting globally for two consecutive years in 2021 and 2022. Isabella’s practice focuses on inbound foreign investment and Canadian domestic companies with global interests. A recognised leader in foreign direct investment, Isabella routinely advises global corporations with regards to expansion into the North American market and clients include numerous foreign subsidiaries of significant global entities. Isabella is a frequent speaker on topics relating to globalisation including doing business in Canada, trade agreements, global trade and migration, and the impact of geopolitical trends on global foreign direct investment and global trade. She has a particular interest in FDI and its impact on global sustainability.
+1 4163 638 404 isabella.bertani@bertaniglobal.com irglobal.com/advisor/isabella-bertani
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• EMBRACING ESG
CANADA
About us...
MY ADVICE... ESG integration is not just about compliance, it is about creating long-term value for organisations, society, and the environment. Some key takeaways for your organisation are: Assessment: Identify material ESG issues most relevant to your business and prioritise actions based on their impact and significance.
the organisation and when mandatory reporting comes into effect.
Client and Consumer Demand as Catalysts
Culture: By actively involving employees in your organization’s ESG strategy and initiatives, a culture of sustainability and responsibility can develop.
Client and consumer demand play a pivotal role in driving ESG expectations and regulations with an underlying theme of transparency. These include: • Consumer Awareness and Expectations: Consumers are increasingly attuned to the sustainability impact of their purchases. They expect companies to demonstrate commitment to the planet and its people. Priorities include reducing plastic waste and microplastics, improving labour standards, and lowering carbon emissions. Investors are increasingly integrating ESG factors into their investment decisions and recognize that sustainable practices contribute and impact a company’s long-term value and risk management. Creating transparency through product labeling and social media and marketing is crucial for meeting diverse consumer expectations which are ever evolving as they become more educated in what is happening around the world. • Collaboration and Supply Chain Transparency: Achieving meaningful sustainability improvements requires collaboration and information sharing throughout the supply chain. ESG reporting and other channels necessitate transparency on material ESG issues, climate risks, and emissions. How can we successfully monitor and regulate the human impact on the environment? Who will monitor such an impact and how are we going to finance such an undertaking? Consumers are demanding responsible supply chains. Consequently, an important challenge in the coming year is to focus on the monitoring, regulation and financing of climate change impacts and other risks related to labour and environmental practices. This in turn impacts a company’s already existing concern for industries and organizations of reliable supply chains. Climate change and labour practices have a significant impact on supply chain systems. Creating sustainable supply chain mechanisms is also necessary for reducing the carbon footprint of an industry or organization. With an expectation by consumers for
Resilience: Look at ways to innovate and enhance the organisation’s resilience to
Measurement: Establish clear ESG metrics and regularly report on
the ever-changing landscape.
performance using these metrics.
Lead: As ESG regulations increase, by staying ahead of the curve and integrating sustainable practices, it will contribute to your organisation’s long-term success and resilience. These recommendations are not all- encompassing, and should be tailored to an organisation’s specific contexts and industries, but they provide a starting point for organisations seeking to navigate the evolving ESG landscape in Canada.
BERTANI is a boutique audit, tax and advisory firm located in Toronto, Canada. Founded in 2001, BERTANI specialises in inbound and outbound foreign direct investment into Canada and private Canadian companies with growth objectives and global interests. Through our soft-landing program, we routinely advise and assist foreign corporations with their expansion into and continuing operations in the North American market. As a member firm of IR Global, BERTANI is connected to over 1300 collaborative member firms in over 165 jurisdictions covering 70 practice areas across the globe, allowing our clients to be ideally positioned for their outward global expansion strategy.
Risk: Understand and manage your organization’s ESG risks and resulting implications of these risks. Once you have a clear understanding, you will then be able to develop strategies to mitigate these risks and seize any opportunities. Governance: Boards and audit committees should be actively engaged in ESG discussions and understand the impact on
linkedin.com/company/bertani
which received Royal Assent in May 2023 for organizations that either are listed on a Canadian stock exchange or do business or have a place of business in Canada and meet certain threshold requirements. Among others is the requirement by Corporations Canada to report annually on the diversity of their board of directors and senior management. The CSA is also developing reporting around climate change also expected to be aligned with IFRS reporting standards. • Complexity and Gaps: The sustainability reporting landscape is becoming more demanding and complex. Rising stakeholder expectations surrounding ESG performance and transparency have led to prescriptive regulations replacing voluntary guidelines. Despite this progress, Canadian companies are challenged with meeting new regulatory requirements, including evolving climate change risk disclosure expectations. Reflecting Canada’s changing
disclosure in Canada and develop Canadian Sustainability Disclosure Standards that are aligned with global baseline standards developed by the International Sustainability Standards Board.
transparency around these issues, the challenge and priority when it comes to sustainability for organizations will be to set climate goals and standards that are congruent with their goals for efficiencies as they face other barriers. • Benchmarking and Reputational Risks: Companies are increasingly recognizing the importance of telling their sustainability story to consumers. However, there are implications if ESG claims are publicly challenged and risks to investors of company’s “greenwashing” i.e. representing themselves as being more environmentally responsible than they are resulting in investor confusion and negatively impacting investor confidence. As a result, accurate reporting becomes more and more important and is essential to maintaining market share and preserving value. This in turn has also led to the increased need for new regulation. Consumer and investor demand continues to be a significant catalyst for ESG expectations and regulations. In today’s “cancel-culture,” companies
are taking consumer expectations and demands more and more seriously.
Accountants’ Role in Boosting Resilience
organizations to thrive sustainably and navigate the challenges of an increasingly evolving business environment.
Critical in today’s ESG environment is the need for accountants to move beyond traditional accounting roles and become value-added leaders and influencers on ESG matters. Our role has become more complex, and clients are looking to us to be strategic advisors and to understand a company’s broader business agenda and strategy. Critical to doing so in ESG is the need to understand and build ESG knowledge to view a client through an ESG lens and identify material sustainability risks and opportunities and how these impact an organization’s long- term performance and value. With the increasing demand by stakeholders for transparency, CPA’s can help navigate the complexity of ESG requirements and assist companies in creating and incorporating an ESG strategy into their long-term business strategy. By actively engaging with ESG issues, CPA’s can empower their clients’
REFERENCES AND SOURCES: Dawn of a new age in ESG disclosure, Michael McKiernan, Canadian Lawyer, September 14, 2023 • Canadian legislation on Forced and Child Labour in Global Supply Chains Takes Effect, Stikeman Elliott, May 26, 2023 • Sustainability Reporting Updates, CPA Canada • CPA Ontario, At A Glance: Global Sustainability Reporting Standards and Regulations, February 2024 • An Investor’s Guide to ESG reporting in Canada, MoneySense, Kat Tancock, April 20, 2023 • How Accountants can lead ESG Initiatives, CPA Canada • Why Organizations need to embed ESG Risks and Opportunities into their Business Strategies, The Globe and Mail, April 5, 2023
landscape in the area of ESG, The Canadian Sustainability Standards Board was established in 2022 to work towards advancing the adoption of sustainability
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• EMBRACING ESG
BELGIUM
“Private equity firms are still assessing how to integrate ESG into investments.” Steven De Schrijver, Agio LEGAL
ESG’s impact and M&A resilience
Steven De Schrijver Partner Agio LEGAL E nvironmental, social and were once considered risks which could lead to specific indemnities, remediation measures or even a purchase price decrease. Now, they are recognised as one of the most substantial opportunities for value creation and transformative industry shifts in our era. With sustainability and ESG considerations becoming more influential, Belgian companies are facing greater pressure to align their operations with these principles. This marks a clear shift towards integrating sustainability values into the core of business strategies and decision- governance (“ESG”) issues detected during due diligence making processes. Attaining ESG goals can be achieved through M&A activities to further increase customer penetration and accelerate sustainable growth across the value chain. However, companies also falsely portray ESG commitments. “Greenwashing” includes publishing misleading information about practices or false claims about products. Companies could also associate themselves with environmental issues without taking substantive action, or while continuing environmentally harmful practices. The EU Directive 2022/2464 on Corporate Sustainability Reporting
(the “CSRD”) that came into force on January 5, 2023 represents a significant step in modernising and fortifying environmental reporting regulations. The CSRD aims to promote genuine environmental accountability. The CSRD enhances access to information critical for assessing financial risks and opportunities of sustainability issues, particularly climate change. These rules, effective from the 2024 financial year onwards, underscore the EU’s commitment to sustainability, and align with international standardisation initiatives. Before this directive takes effect in Belgium, it needs to be transposed into Belgian law (by 6 July 2024 at the latest). According to the 2022 M&A monitor report conducted by Vlerick Business School, only 35% of strategic acquisitions consider ESG. Private equity fares slightly better at 49%, but only 38% of surveyed Belgian private equity investors have a formal ESG investment policy. The implementation of the CSRD may shift companies’ attitudes towards ESG in M&A, with one participant noting that private equity
firms are still assessing how to integrate ESG into investments. Although the following edition of the 2023 M&A monitor report of Vlerick Business School did not provide any numbers on this evolving trend, it does indicate a surge in M&A deals targeting firms with robust ESG credentials. Companies that can credibly demonstrate those tend to attract substantial market interest and secure higher valuations from acquirers aiming to enhance their own ESG credentials. As a result, provisions relating to ESG commitments feature more prominently in the companies’ governance documentation, including shareholders’ agreements. Following an introductory analysis of the opportunities and challenges associated with achieving ESG goals, we explore how the CSRD can help strengthen companies’ resilience in the context of M&A. Opportunities and Challenges ESG generates value across various dimensions, assisting companies in cost reduction, enhancing sales, raising prices, attracting and retaining top
Steven De Schrijver is a partner at Agio Legal and specialises in M&A, corporate law, TMT law, data protection and privacy law and outsourcing. Steven has more than 30 years of experience in advising Belgian and foreign companies on corporate transactions and has been involved in numerous national and cross-border transactions in the IT, media, telecoms and life sciences sectors.
+32 4766 091 82 sds@agio.legal irglobal.com/advisor/steven-de-schrijver
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• EMBRACING ESG
BELGIUM
About us...
“ESG challenges include company cultures impeding ESG advancements, the underdeveloped nature of ESG in terms of regulations, standards and data availability, as well as the quest for suitable ecosystem partners.”
Agio LEGAL is a major Belgian independent law firm, boasting a strong team of lawyers with specialisations in areas including corporate, commercial, labour, IT/privacy, insolvency, administrative, sports, real estate, environmental, corporate criminal, and tax law, in advice and litigation. Agio LEGAL is much more than just a team of specialised lawyers. Entrepreneurs benefit more from a legal partner who is interested in their growth and success. Together we look at your goals and along the way, we get to know your business.
talent, and augmenting overall company value. Notably, ESG is perceived as an avenue for expanding into new business realms. This expansion might involve reimagining the core business by offering alternative products to the existing customer base, introducing new products in related markets, or establishing entirely new ventures aimed at different customer segments while leveraging existing internal knowledge. Realising ESG ambitions does not inherently create value and is confronted by notable hurdles. Challenges include company cultures impeding ESG advancements, the underdeveloped nature of ESG in terms of regulations, standards and data availability, as well as the quest for suitable ecosystem partners. Moreover, navigating trade-offs between short-term profitability and long-term objectives is also a hurdle. These challenges are compounded by immediate pressures such as ongoing geopolitical conflicts, high inflation, and constraints within global supply chains. The EU Directive 2022/2464 on Corporate Sustainability Reporting (the “CSRD”) The primary obligation outlined by the CSRD for companies within its scope is the disclosure of sustainability information in conformance with the European Sustainability Reporting Standards (ESRS), which were adopted by the Delegated Regulation (EU) 2023/2772 on July 31, 2023. The ESRS comprises theme-specific standards (Environmental, Social, Governance) tailored to address the most important aspects of these themes (e.g. climate for ‘Environment’, human rights protection for ‘Social’, anti-corruption compliance for ‘Governance’). The ESRS also aims to develop sector-
specific standards tailored to address unique topics within specific sectors. Simultaneously, it includes cross-cutting standards applicable, irrespective of the sector. These cross-cutting standards require a substantial range of information categories to be disclosed, including details such as the description of the business model and strategy, sustainability risks, and transition plans. This encompasses information on sustainability policies, incentive schemes on sustainability issues, as well as measures devised to prevent and mitigate adverse impact on sustainability. Noteworthy is the principle of “double materiality,” necessitating reporting on the impact of sustainability on the company and vice versa. Cross-cutting standards also introduce reporting within the value chain, with a 3-year grace period. Furthermore, the CSRD introduces two key reporting rules applicable to all companies within its scope. The first emphasises transparent reporting, requiring information to be clear, relevant, verifiable, and comparable. The second, the “materiality requirement,” mandates the disclosure of only relevant information. This principle is especially pertinent for topical standards, necessitating a comprehensive explanation if, after conducting a materiality assessment, a company considers
particularly when the company is not engaged in that specific field. The CSRD leaves sanctions for non-compliance to member states. Expected sanctions include financial penalties, warnings or correction orders, and criminal sanctions. Many member states are likely to retain similar sanctions from the Directive (EU) 2014/95 on Non-Financial Reporting. Strengthening Resilience: Navigating ESG Expectations in M&A Transactions Besides publicly listed companies, the CSRD applies to EU-based companies that satisfy at least two of the following criteria: 250 employees, a total balance sheet of EUR20m, or a net turnover of EUR40m. It includes certain qualified Small and Medium Enterprises, and exempts certain micro-enterprises. For non-EU companies, it covers EU subsidiaries or branches with a group turnover exceeding 150 million Euro in the last two years, and either an EU branch with over 40 million Euro turnover or a subsidiary meeting the EU-based criteria. In my opinion, companies
agio.legal
be required to do so if their customers fall under the scope of the CSRD and prefer their respective supply chains to accommodate them in their respective CSRD compliance programs. According the Belgian 2023 M&A Monitor conducted by the Vlerick Business School, there is a growing emphasis in Belgium on ESG during the due diligence of an M&A transaction and selection of partnerships. This includes the review of material agreements, examination of target companies’ ESG policies and initiatives, a target’s activities and supply chain, and scrutiny of compliance frameworks. Beyond mere legality, there is a growing interest in understanding whether the target’s current business practices align favourably with the expectations of key stakeholders, most notably investors and customers. This scrutiny extends particularly to the intricacies of the supply chain, where the perception of ethical and sustainable practices can significantly impact the overall desirability of a potential transaction. This is exacerbated by the cross-cutting
falling outside the scope of the CSRD could voluntarily adhere to European Sustainability Reporting Standards (the
“ESRS”). This would make them more attractive to partnerships and M&A transactions with these large companies and certain qualified SMEs. Furthermore, they may
a specific topical standard as not material to its operations,
standards imposed by the CSRD which require sustainability reporting about companies with which they have direct and indirect business relations in the upstream or downstream value chain. The transformative industry shift posed by ESG necessitates close collaboration not only among different legal disciplines (i.e. environmental, social, corporate, regulator etc.) but also with non-legal experts such as financial
or technical advisers. Furthermore, there is an anticipation that ESG considerations will gain increased prominence in the negotiation of transactional documents, such as sale and purchase agreements. This will be particularly notable concerning representations, warranties and covenants related to relevant standards, akin to how anti-money laundering processes are addressed.
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• EMBRACING ESG
US – OKLAHOMA
Cost? Benefit? The truth about ESG
Q3 What should accountants be doing now to boost resilience, in relation to sustainability, in their clients’ organisations? Accountants play a key role in enhancing the resilience of their clients' organisations in relation to sustainability. They should be advocating for R&D tax credits that support sustainable quality improvements and informing clients about the benefits of Section 179D for energy-efficient commercial buildings. They should also advise on renewable credits, which can offer significant financial advantages. CCK Strategies works with the non-profit, The Sustainability Alliance, to introduce ESG scorecards to help businesses measure and communicate their performance in sustainability. These scorecards are a method for tracking and reporting on ESG efforts that can be measured. At first glance, ESG practices can appear costly and provide no long-term benefit. But, when combined with proper marketing and recruiting data, accountants can help analyse the opportunities of implementing the strategies. ESG can attract and retain new customers and members of the workforce.
communities are taking considerable strides toward sustainability and cost savings. The workforce, attracted to companies with ESG commitments, plays a vital role in meeting consumer demands and driving innovation. In response, accounting services have expanded to include audit, tax, and CFO consulting that are attuned to the overarching issues of ESG. Responding to workforce demands, an increasing number of companies are adopting eco-friendly practices within their offices. This shift includes substituting Styrofoam cups with reusable water bottles, placing recycling bins in shared areas, and forming committees dedicated to crafting the company's environmental initiatives. The emerging workforce also places high importance on an organisation's philanthropy and engagement with the community, prompting a heightened focus on integrating these aspects into a company's cultural fabric. Sustaining these initiatives necessitates planning and investment. Public accounting firms, along with internal finance and audit departments, are offering consultancy services to assist in the adoption of these strategies. Their goal is to optimise the company's return on investment while maintaining a transparent approach to financial data for its users.
Kaitlin Flinn Partner Haley Legg Assurance Division CCK Strategies, PLLC
Haley Legg, CPA, CIA, CFE, a Sand Springs, Oklahoma native, holds a Bachelor of Science in Accounting and a Bachelor of Business Administration in Finance from the University of Central Oklahoma. As a Certified Public Accountant, Certified Internal Auditor, and Certified Fraud Examiner, Haley specialises in Audit & Assurance Services, focusing on Healthcare, Construction, Manufacturing, Software, and Non-profit sectors. Her expertise extends to Business Advisory Services, Corporate Governance & Compliance, Data Privacy & Security, Forensic Accounting, and White-Collar Crime. Actively engaged in her community, Haley serves as Treasurer for Global Oklahoma and supports organisations like the Community Foodbank of Eastern Oklahoma. Residing in Sapulpa with her family, Haley enjoys exploring Crypto and Digital Asset Management, attending professional discussions, and pursuing her interests in soccer, reading, crocheting, and lake outings.
Q1 Is ESG reporting mandatory or encouraged in your jurisdiction? Environmental, Social, and Governance (ESG) reporting is an evolving landscape in the United States. In Oklahoma and Texas, ESG reporting is not mandatory but is encouraged to maintain transparency and foster stakeholder trust. However, companies based in Oklahoma and other regions should be aware that if they conduct business in other states, California for example, they may be subject to that state's specific ESG regulations. Effective in 2024, the Securities and Exchange Commission (SEC) has mandated that publicly traded companies disclose certain ESG factors in a Company’s annual report. As ESG becomes part of the disclosure requirements, the scope of financial statement audits has expanded to incorporate these elements as well. This highlights the critical impact of ESG on the financial results of an organisation – the cost of compliance, but also the impact of perception on the shareholder value. Industries such as Oil & Gas, manufacturing, chemical blending, and others with a high environmental impact face increased pressure to diversify into renewable energy sources. The United States Congress has recognised the need for renewable energy and created renewable energy tax credits and incentives that companies can apply
to their federal tax returns. Some of these credits can be generated or bought and sold like a commodity. The social implications of ESG are far-reaching. Pressure from consumers to be good stewards plays a significant role in how a company positions their products. This has led to greater involvement in communities and improved transparency and equality in hiring and promoting employees. As each of the other two aspects of ESG have evolved, the expectation of a company’s governance to uphold these values has also increased. More governing bodies are being held responsible for the actions of their company, requiring them to engage more deeply in the operations and broaden their understanding and education. Although ESG reporting is mandatory only under certain conditions, the evolving nature of this practice is encouraging voluntary disclosure. Q2 How is client and consumer demand driving ESG expectations? Consumer and client demands are pivotal in driving ESG expectations. While these demands have not yet translated into explicit regulations, they have influenced business strategies significantly. In Oklahoma municipal governments are transitioning their fleets to more sustainable options, and tribal
+1 (918) 491-4036 haley@cckcpa.com irglobal.com/advisor/haley-legg-cpa
Kaitlin Flinn, Partner at CCK Strategies, holds a Bachelor's degree in Accounting from Oral Roberts University and a Master's in Taxation from the University of Tulsa. Kaitlin is dedicated to empowering entrepreneurs by providing the critical insights necessary for their success, guiding them with tailor- made strategies for growth. Kaitlin offers her extensive knowledge in entity formation and structure, strategic tax planning, transfer pricing, R&D incentives, and multi-state compliance. Kaitlin's drive to strengthen worldwide connections has led her to serve as the executive board chair of the Tulsa Global Alliance, where she is an advocate for cultural exchange and international business cooperation. Recognised for her significant contributions to the field of accounting, Kaitlin has been honoured with the Trailblazer Award from the OSCPA, highlighting her impact and leadership in the industry.
About us... cckcpa.com CCK Strategies is a unique firm that connects globally by working with companies headquartered on four continents with operations in over 25 countries. CCK export revenue from international clients has increased approximately 350% over the period 2013 to 2023. This increase in international sales has been a principal driver in CCK employment rise over the period to over 125 total staff, making CCK one of the largest CPA firms in Oklahoma. The continued growth brings expertise to clients with a variety of business needs in international business consulting and planning, IC-DISC implementation, foreign tax credits, outbound and inbound structure planning, worldwide tax minimisation planning, IRC 965 Transition Tax compliance, Global Intangible Low-Taxed Income compliance, transfer pricing analysis, ASC 740 (FAS 109/FIN 48) and IFRS/ GAAP convergence.
CCK Strategies is a non-traditional public accounting and business consulting firm, founded in 1997 by three young partners motivated to build a new type of CPA firm. The CCK Strategies logo reflects the desires of the Partners to focus on international cultures, relationships and business opportunities while making a difference in our local, state and national and global economies. CCK looks for unique lines of business while working to maintain the highest quality in corporate values and client service. CCK specialises in working with entrepreneurs. With over 125 employees and offices in Tulsa, Oklahoma and Frisco, Texas, CCK’s growth mindset creates opportunities to work with a diverse group of clients. CCK’s success can be attributed to a few fundamental principles of service, value and care.
+1 (918) 491-4036 Kaitlin@cckcpa.com irglobal.com/advisor/kaitlin-flinn
Learn more about CCK Strategies at www.cckcpa.com
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• EMBRACING ESG
HUNGARY
MY ADVICE...
Commerce,
Sustainability is not a standalone initiative but an integral part of the core business strategy. Aligning sustainability goals with overall business objectives enhances an organisation's ability to navigate challenges and capitalise on opportunities.
firms with exemplary ESG sustainability reports can guide the initial steps toward conscious transformation to sustainable entrepreneurship. ESG is a continually growing knowledge area, with many specifics that may not be legally relevant or within the purview of lawyers. However, compliance with requirements and a deep understanding of regulations are vital to effectively assist clients with legal questions in this dynamic and evolving landscape.
legal professionals play a pivotal role. Depending on the client's business, offering comprehensive sustainability audits and developing tailored strategies to enhance resilience are key offerings. Advisors should guide clients on incorporating ESG factors into their decision-making processes, contracts, and risk assessments. Given the rapid evolution of sustainability regulations, staying informed about emerging legislation and regulations is imperative. Proactively guiding clients to adapt to new requirements helps them avoid legal and reputational risks. Professional advisors can further assist clients in implementing sustainable governance structures. The lack of knowledge and information in many large companies necessitates assistance in building organisational structures, creating documentation, and establishing contracts with ESG auditing. We often find that large companies lack knowledge and understanding. They do not know, for example, where should ESG Officer should sit in the company. Is it marketing? HR? Compliance? Educating employees and leadership teams is paramount in embedding sustainability into organisational culture. Advisors can provide training programs, including workshops on ESG best practices, legal obligations, and the business case for sustainability. Considering the obligation to establish whistleblower systems, legal advisors can assist in preparing necessary documentation and information. Acting as whistleblower
law, and ESG
Leading by example is crucial. Rather than resorting to ‘greenwashing,’ introduce
specific actions within your own firm to set a standard. Numerous examples of larger law
For non-EU companies, including private entities, ESG reporting is mandated if they have a net turnover (revenue) generated in the EU exceeding € 150 million for two consecutive financial years. Furthermore, these companies must have either a large EU or EU-listed subsidiary or a branch generating more than € 40 million in net turnover. The sustainability report produced by non-EU companies covers various ESG topics such as climate change, biodiversity, worker conditions, and human rights. Q1 How does the client and consumer demand drive ESG expectations? The heightened awareness and concern among clients and consumers regarding the environmental and social impact of businesses have catalysed a surge in demand for companies to adopt sustainable and responsible practices. Clients now actively seek products and services from companies demonstrating a commitment to ethical business practices, environmental
stewardship, and social responsibility. To navigate this evolving landscape, it is recommended to engage stakeholders comprehensively, including employees, customers, suppliers, and the local community. Understanding their expectations, concerns, and preferences related to sustainability is crucial. Regulators are responding
Dr. Jesszika Udvari Partner Budlegal Attorneys
In Hungary, as a member of the European Union, we adhere to the rules imposed by the EU on its member states. The regulatory landscape has evolved, compelling an increasing number of companies to integrate sustainability-related disclosures into their yearly financial reports, known as non-financial or sustainability reports. According to “The European Green Deal” the EU aims to transform the Union into a modern, resource-efficient and competitive economy with net zero emission of greenhouse gases by 2050, to protect, conserve and enhance the Union’s natural capital, and to protect the health and well-being of Union citizens from environmental risks and impacts. The Green Deal aims to decouple economic growth from resource use, and to ensure that all regions and Union citizens participate in a socially just transition to a sustainable economic system, whereby no person and no place is left behind. To reach these goals the European Parliament and the Council have adopted a number of legislative acts as part of the implementation of the Action Plan on Financing Sustainable Growth. To realise these goals, the European Parliament and the Council have enacted legislative acts, including the Accounting Directive (2013/34/EU), the Non-Financial Reporting Directive (2014/95/EU), and the recently amended Corporate Sustainability Reporting Directive (2022/2464(EU),
CSRD). These directives establish frameworks for non-financial reporting and disclosure standards. Under the CSRD, approximately 50,000 European companies and around 10,000 non-EU companies will now be impacted, significantly widening the scope compared to the previous NFRD. These requirements are partly directly binding and partly transposed into national law. Hungary has already transposed the CSRD into national law through the effective ESG Act, operational since January 1st, 2024. The Act places substantial obligations on businesses, including the annual preparation of an ESG sustainability report, establishing risk management systems, implementing complaint- handling procedures (whistleblowing system), developing internal responsibility strategies, conducting regular risk analyses, and fulfilling ESG data provision obligations. For EU companies, the CSRD officially came into effect on January 1, 2024. The initial reporting obligation applies to companies already subject to the NFRD, necessitating compliance with the amended regulations and reporting for the fiscal year 2024 by 2025. Other large companies not initially subject to the NFRD must commence reporting for the fiscal year 2025, starting from January 1, 2026. Small and medium-sized enterprises (SMEs) will begin reporting on January 1, 2027, for the fiscal year 2026.
to this demand by introducing or strengthening ESG regulations,
increasingly incorporating ESG criteria into legal frameworks. This regulatory environment reinforces the influence of client and consumer demand on businesses, creating a cyclical dynamic where companies are compelled to meet both market expectations and legal requirements. Q2 What should lawyers be doing now to boost resilience, in relation to sustainability, in their clients’ organisations?
Dr. Jesszika Udvari MBA, is a dynamic legal professional based in Budapest, Hungary. Since 2023, she has been a Partner and Attorney-at-law at her boutique law firm, the Budlegal Attorneys, overseeing a team of 12 dedicated individuals. Udvari specialises in Labour and Compliance Law, with expertise in Labour law advising, GDPR, Whistleblowing, and ESG matters. Fluent in German, English, and Hungarian, she brings a global perspective to her practice. Her academic journey includes studies in Germany, culminating in a prestigious MBA from ESMT in Berlin in 2022. Udvari is committed to delivering strategic legal solutions, ensuring her clients navigate the complexities of labour and compliance law with precision and foresight.
protection lawyers, they ensure compliance with the ESG Act’s requirements.
In enhancing resilience related to sustainability in clients’ organisations,
About us...
bud-legal.hu/en
Budlegal Attorneys, based in Budapest, is a leading law firm specialising in a wide range of legal services. Our expertise includes business law, corporate and M&A, civil law, real estate law, litigation, labour law, compliance law, GDPR, whistleblowing, ESG advising, and other comprehensive legal services for clients both domestic and international. With
over two decades of professional experience in international business, our dedicated team prioritises professionalism, secure legal transactions, and the delivery of high-quality, swift, and transparent legal advice. Budlegal is committed to providing exceptional legal support to meet the diverse needs of our clients.
+36 3086 812 97 jesszika.udvari@bud-legal.hu irglobal.com/advisor/dr-jesszika-udvari
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