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How ESG due diligence is influencing private equity deal-making

Reported by Ey
Jul 21, 2025· 3 min read
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Key Takeaways
  • • ESG due diligence has become a core component of private equity deal-making, with environmental, social, and governance risk assessment now integral to M&A target evaluation and asset preparation for exit.
  • • Regulatory mandates are accelerating ESG integration: the EU's Corporate Sustainability Due Diligence Directive (CSDDD, introduced 2024) requires companies to identify, assess, and report impacts on human rights and environment; India's SEBI implemented ESG disclosure requirements effective 2023 based on GRI and TCFD standards.
  • • PE firms leverage ESG diligence as a dual-purpose tool—mitigating operational and compliance risks while creating a framework for long-term value creation and sustainable financial returns.
  • • Large acquisition targets face heightened ESG scrutiny, with ESG due diligence incorporated in approximately 60% of significant deals, reflecting investor demand for comprehensive risk assessment across environmental, social, and governance dimensions.
  • • Regulatory pressure extends beyond disclosure: the EU's CSDDD mandates action plans to mitigate negative impacts, stakeholder grievance mechanisms, Paris Agreement alignment, and public reporting of due diligence efforts.
Summary
Environmental, social, and governance (ESG) due diligence has evolved from a compliance checkbox to a strategic cornerstone of private equity deal-making. According to EY, ESG integration now functions as a comprehensive risk shield that simultaneously addresses climate-driven risks, regulatory requirements, and long-term value creation. This shift reflects a fundamental recognition among PE investors that ESG considerations directly influence both downside protection and asset performance over the investment hold period.

The regulatory landscape is a primary driver of this transformation. The European Union introduced the Corporate Sustainability Due Diligence Directive (CSDDD) in 2024, establishing mandatory ESG assessment protocols for EU-domiciled companies. The directive requires firms to identify, assess, address, and report on the impacts of their operations and supply chains on human rights and the environment. Notably, the CSDDD goes beyond reporting—it mandates developing mitigation action plans, establishing stakeholder grievance mechanisms, aligning business strategies with the Paris Agreement, and publicly disclosing due diligence methodologies. Simultaneously, India's Securities Exchange Board of India (SEBI) has required specific companies to publicly disclose ESG information under a framework effective 2023, using standards including the Global Reporting Initiative (GRI) and Task Force on Climate-related Financial Disclosures (TCFD) guidelines. India's Reserve Bank of India has further reinforced these requirements through directives addressing environmental and social risks, green deposits, and sustainable project financing.

The practical application of ESG diligence in PE transactions reflects a recognition that climate and sustainability risks are material financial risks. PE firms now integrate ESG questions systematically into operational due diligence processes, framing ESG assessment as an ongoing monitoring and measurement effort rather than a one-time compliance task. Large acquisition targets—those representing material capital deployment—are subject to particularly rigorous scrutiny, with ESG due diligence incorporated in approximately 60% of significant deals.

This integration creates measurable benefits for PE investors. ESG diligence enhances risk management by identifying operational vulnerabilities and supply chain exposures early in the investment cycle. It simultaneously supports value creation by highlighting operational improvement opportunities and ensuring portfolio companies are positioned to meet emerging regulatory requirements. For PE firms, particularly those managing assets under European jurisdiction or targeting European assets, compliance with frameworks like the EU Sustainable Finance Disclosure Regulation has become non-negotiable. The convergence of regulatory requirements across jurisdictions—EU, India, and others—signals that ESG due diligence will remain a core investment competency for PE firms seeking both regulatory alignment and sustainable financial returns.

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Sources

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Ey How ESG due diligence is influencing private equity deal-making