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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.