Seminar in Corporate Law: Climate Change & Corporate Accountability

Climate change touches on so many aspects of legal practice that it has become a new, rapidly emerging field of law. 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 represent 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, collaborating with activist investors to use advocacy tools such as shareholder proposals, regulatory complaints, litigation, and books and records requests.

In this seminar, we will survey this emerging field, concentrating on studying (1) the evidence of climate change as a financially material risk; (2) analysis of the categories of climate change cases being brought in litigation in the U.S. and globally; (3) the SEC s climate disclosure rule, which was issued in March 2024 and is being challenged in litigation; and (4) 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, risk management oversight, portfolio construction, and engagement.

Evaluation

Class participation: 10%. Attending regularly and participating based on reading and thinking about the reading will constitute excellent participation.

Paper: 90%. The paper for the seminar will qualify for upper-level writing credit for the J.D. students.