Law 794:  Climate Change and Corporate Accountability

Climate change is a new, rapidly-emerging field of law practice.  Almost every major law firm in the U.S. is adding capacity to advise companies on climate change and its business implications, to address voluntary and required climate and environmental, social, and governance (ESG) disclosure, and to defend companies in litigation.  Conversely, an emerging global network of NGOs and public-interest law firms is using corporate and securities law to motivate changes in companies’ behavior regarding climate change, using litigation and other advocacy tools such as shareholder proposals, and books and records requests. The field of law is only going to grow in importance.  The SEC is widely expected to promulgate new disclosure requirements for climate and ESG data.  And data on climate litigation to date show that at least 1,550 cases involving climate change have been brought globally as of the end of 2020.[1]  Of these, 1,200 have been brought in the U.S. 

In this seminar, we will survey this emerging field, concentrating on the categories of climate change litigation, SEC disclosure initiatives, and specific corporate and trust law analyses under existing law that suggest considering climate change is part of officers,’ directors,’ and pension fund trustees’ fiduciary obligations regarding strategy, oversight, portfolio construction, and engagement. See the Commonwealth Climate and Law Initiative, a project started at Oxford University, http://www.ccli.ouce.ox.ac.uk.

[1] UNEP and Sabin Center for Climate Change Law, Global Climate Litigation Report: 2020 Status Review (2020)(stating that as of the end of 2020, there were 1550 climate change cases in 38 countries, of which 1,200 were filed in the US against federal, state, municipal governments, fossil fuel companies, coal companies, and electric utilities, and companies’ officers and directors).

Sequence and Prerequisites:  Business Associations (Law 633) is a required prerequisite or may be taken concurrently. Securities Regulation (Law 634) is a suggested prerequisite or course to be taken concurrently.

Evaluation:  Class attendance and participation: 20%. Paper: 80%.