Mackenzie Drutowski
Overview
Mackenzie Drutowski is a sustainability partner in Kirkland’s Washington, D.C., office where she provides sophisticated counsel to private equity firms and public and private companies on the dynamic and rapidly evolving legal landscape of ESG, sustainability and impact investing. With a deep understanding of emerging regulations, investor priorities and voluntary frameworks, she helps clients navigate complex compliance challenges while identifying strategic opportunities to drive long-term value.
Mackenzie’s practice spans a broad range of ESG-related matters, including fund formation — particularly energy transition and emerging manager-focused funds — and M&A transactions, where she advises on ESG due diligence and contract negotiations. She also advises on corporate ESG strategies, guiding clients in the development and enhancement of policies, disclosures and initiatives.
Mackenzie also advises on social enterprise matters, including public benefit business certifications and related governance and transaction considerations.
Beyond her client work, Mackenzie is recognized as a thought leader in ESG and sustainability law. She is a frequent speaker at industry and legal conferences, including events hosted by the American Bar Association, Women in Climate Investing and Finance, KAYO and New Private Markets, where she shares insights on regulatory developments, investor trends and best practices for ESG integration.
Mackenzie’s ESG & Impact practice is grounded in her extensive corporate experience, having spent five years advising on complex domestic and cross-border M&A transactions as part of Kirkland’s Corporate Practice Group. Her multidisciplinary experience allows her to provide clients with comprehensive, forward-thinking guidance in an increasingly complex regulatory and business environment.
Representative Clients
Berkshire Partners, The Carlyle Group, EIG Partners, GTCR, Oaktree Capital Management, Ohmium, Patient Square Capital, Starwood Capital Partners, TA Associates, TPG, Waud Capital and 26North.
Experience
Representative Matters
ESG & Impact
- Strategic counsel on compliance with ESG disclosure regulations, encompassing climate, human rights and complex cross-jurisdictional considerations.
- Experience in ESG reporting and disclosure, including alignment with industry-leading frameworks such as PRI, EDCI, GRESB, TCFD, SASB and SBTi.
- Development and enhancement of sustainability-focused policies and procedures, with a particular emphasis on responsible investing, human rights and supply chain governance, climate resilience and corporate governance.
Fund Formation
- Advisory on structuring and launching funds across diverse industries—including real estate, infrastructure, energy transition, healthcare, technology and industrials—tailored to varying stages of ESG integration, from first-time funds to sophisticated impact-driven strategies.
- Navigating the evolving landscape of investor expectations regarding ESG integration and reporting across global markets.
M&A
- ESG diligence, delivering tailored insights aligned with firm- and fund-specific commitments and priorities.
- Negotiating ESG-focused representations and warranties, covenants and information rights.
- Strategic exit planning for social enterprises, addressing deal documentation, transaction approvals and key buyer considerations.
Social Enterprise and Diverse Business Certifications
- Diligence, structuring and transactional advisory for partnerships and acquisitions involving businesses with diverse and social enterprise certifications.
- Governance advisory for mission-driven alternative corporate structures, including public benefit corporations and public benefit limited liability companies.
- Guidance on certification and recertification processes for diverse-owned business certifications, such as NMSDC-certified minority business enterprises (MBEs) and minority-controlled companies (MCCs), as well as Women’s Business Enterprise National Council (WBENC) certified businesses.
- Legal and governance counsel for B Lab-certified B Corps, including compliance with the B Lab “legal requirement” and associated governance frameworks.
More
Thought Leadership
Publications
Author, “ESG in the U.S.: demonstrating value is key in an increasingly complex regulatory landscape,” Prequin, January 29, 2024
Author, “SEC Adopts Amendments to Expand the Scope of the Names Rule,” Kirkland Alert, October 3, 2023
Author, “SEC Proposes Enhanced Disclosure by Certain Advisers on ESG Investment Practices,” Kirkland Alert, June 3, 2023
Author, “Misalignment Management in Joint Ventures: Drafting JV Agreements to Prevent, De-escalate, and Resolve Disputes,” Harvard Negotiation Journal, 2022
Seminars
Speaker, “Why and how sustainability drives value in private markets,” PEI Responsible Investment Forum: New York, March 4, 2025
Speaker, “Developing an Impact Contract Toolkit,” New Private Markets Impact & Transition Summit North America, November 13, 2024
Moderator, “Sustainability Drivers in Fundraising,” KAYO 2024 Women’s Private Funds Summit, October 9, 2024
Speaker, “Responsible Investing Round Table,” Waud Capital Partners Compliance Symposium, October 1, 2024
Moderator, “Navigating the ESG Maze,” KAYO 2024 Women’s Infrastructure Summit, April 9–10, 2024
Moderator, “Global Perspectives on Sustainability in U.S. Private Equity,” PEI Responsible Investment Forum, February 20, 2024
Speaker, “Is ESG still a Four-Letter Word – Advising for Change,” Builders’ Vision, October 23–24, 2023
Speaker, “Everything Everywhere All At Once: Updating Your Transactional Toolkit for Managing Expanding Environmental Risks,” BA SEER Fall Conference, October 12–13, 2023
Credentials
Admissions & Qualifications
- 2022District of Columbia
- 2016Illinois
Education
- Northwestern Pritzker School of LawJ.D.2016
Senior Editor, Northwestern Journal of International Law and Business
- The George Washington UniversityB.A., International Affairs2010
Elliott School Undergraduate Research Scholar
International and Domestic Politics Women’s Leadership Program