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New legal analysis cautions Delaware company directors to take climate change seriously or risk personal liability

20 October 2021 – Directors of Delaware companies could face civil liability for failing to consider climate change, warns a new legal analysis from the Commonwealth Climate and Law Initiative. The executive summary of the legal analysis can be read here, and the full paper is available here.


The new legal analysis finds that, with the clear evolution of climate change to a financial risk
issue, directors or officers of a corporation could be exposed to liability for breaches of their
fiduciary duties for failures to adequately govern for climate-related risks – in the same way as they could for a failure to adequately govern other material risks to their corporation.


This new legal analysis has been prepared by the Commonwealth Climate and Law Initiative
(CCLI) by lead authors Sarah Barker (Head of Climate Risk Governance at MinterEllison), Cynthia Williams, (Senior Scholar and former inaugural Osler Chair in Business Law, Osgoode Hall Law School, and emerita, the University of Illinois College of Law), and Alex Cooper (CCLI, Lawyer), with the assistance of Ellie Mulholland (CCLI, Director). The CCLI acknowledges the assistance of Douglas Ruley and Tyler Highful (ClientEarth). The analysis was subject to peer review by legal academics and partners at leading law firms in New York, Chicago and San Francisco.

Commonwealth Climate and Law Initiative
The CCLI examines the legal basis for directors and trustees to consider, manage, and report on climate change and broader environmental risks, opportunities and impacts, and the circumstances in which there may be liability for failing to do so. We also work to advance knowledge on effective sustainable governance practice.
Contact

The Commonwealth Climate and Law Initiative is a company limited by guarantee registered in England and Wales with company number 11813153 and with registered office at 128 City Road, London, United Kingdom EC1V 2NX.

Commonwealth Climate and Law Initiative

The CCLI examines the legal basis for directors and trustees to consider, manage, and report on climate change and broader environmental risks, opportunities and impacts, and the circumstances in which there may be liability for failing to do so. We also work to advance knowledge on effective sustainable governance practice.

Contact

The Commonwealth Climate and Law Initiative is a company limited by guarantee registered in England and Wales with company number 11813153 and with registered office at 128 City Road, London, United Kingdom EC1V 2NX.

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