European Environmental Liability Directive: EU Directive 2022/2464 

Regulation (EU) 2020/852 of the European Parliament and of the Council creates a classification system of environmentally sustainable economic activities with the aim of scaling up sustainable investments and combatting greenwashing of financial products that unduly claim to be sustainable. Regulation (EU) 2019/2089 of the European Parliament and of the Council, complemented by Commission Delegated Regulations (EU) 2020/1816, (EU) 2020/1817 and (EU) 2020/1818, introduces environmental, social and governance ('ESG') disclosure requirements for benchmark administrators and minimum standards for the construction of EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks.

Regulation (EU) No 575/2013 of the European Parliament and of the Council requires large institutions which have issued securities that are admitted to trading on a regulated market to disclose information on ESG risks from 28 June 2022. The prudential framework for investment firms established by Regulation (EU) 2019/2033 of the European Parliament and of the Council and Directive (EU) 2019/2034 of the European Parliament and of the Council contains provisions concerning the introduction of an ESG risk dimension in the Supervisory Review and Evaluation Process ('SREP') by competent authorities, and contains ESG risk disclosure requirements for investment firms, applicable from 26 December 2022. On 6 July 2021, the Commission also adopted a proposal for a Regulation of the European Parliament and of the Council on European green bonds, following up on the Action Plan on Financing Sustainable Growth.

Directive 2014/95/EU introduced a requirement on undertakings to report information on, as a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters. With regard to those topics, Directive 2014/95/EU requires undertakings to disclose information under the following reporting areas: business model; policies, including due diligence processes; the outcome of those policies; risks and risk management; and key performance indicators relevant to the business.

Directive 2013/34/EU: Articles 19a and 29a apply to large undertakings that are public-interest entities with an average number of employees in excess of 500, and to public-interest entities that are parent undertakings of a large group with an average number of employees in excess of 500 on a consolidated basis, respectively. In view of the growth of users' needs for sustainability information, additional categories of undertakings should be required to report sustainability information. It is therefore appropriate to require all large undertakings and all undertakings, except micro undertakings, whose securities are admitted to trading on a regulated market in the Union to report sustainability information. The provisions of this amending Directive amending Articles 19a and 29a of Directive 2013/34/EU explicitly set out the scope of the reporting requirements with reference to Articles 2 and 3 of Directive 2013/34/EU. Therefore, they do not simplify or modify another requirement and the restriction of exemptions for public-interest entities provided for in Article 40 of Directive 2013/34/EU does not apply. In particular, public interest entities should not be treated as large undertakings for the purposes of the application of the sustainability reporting requirements. Accordingly, small and medium-sized undertakings whose securities are admitted to trading on a regulated market in the Union that are public-interest entities should be allowed to report in accordance with the sustainability reporting standards for small and medium-sized undertakings. In addition, all undertakings that are parent undertakings of large groups should prepare sustainability reporting at group level. Moreover, since Article 8 of Regulation (EU) 2020/852 refers to Article 19a and Article 29a of Directive 2013/34/EU, the undertakings added to the scope of the sustainability reporting requirements will also have to comply with Article 8 of Regulation (EU) 2020/852.

Corporate Sustainability Reporting Directive (CSRD) 

Directive 2013/34/EU: Articles 19a and 29a apply to large undertakings that are public-interest entities with an average number of employees in excess of 500, and to public-interest entities that are parent undertakings of a large group with an average number of employees in excess of 500 on a consolidated basis, respectively.

Corporate Sustainability Due Diligence Directive (CSDDD)   

The liability regime, including the burden of proof and disclosure of evidence in the control of the company, under the agreed draft of 15 March 2024 of the proposal for the CSDD Directive is left to Member States, which, under recital (56), in order to ensure that victims of adverse impacts have effective access to justice and compensation, Member States should be required to lay down rules governing the civil liability of companies for damages caused to a natural or legal person, under the condition that the company intentionally or negligently failed to prevent and mitigate potential adverse impacts or to bring actual impacts to an end and minimise their extent and as a result of such a failure a damage was caused to the natural or legal person. While the definition of what constitute damage is left to national legislations, recital (56) clarifies that derivative damages are not covered by the Directive and that companies should not be held liable if the damage is caused only by the business partners in the company's chain of activities (ie. "being directly linked to"). Another relevant aspect is that the prioritisation of adverse impacts bears relevance in determining the conditions for corporate liability. The Directive sets forth a concept of joint and several liability, in line with the laws of Member States, whereby damage caused by a company jointly with its subsidiary or business partner, would trigger joint and several liability.

The Corporate Sustainability Due Diligence Directive complements other existing and upcoming legislative acts in the area, such as

(i) the deforestation regulation,

(ii) the conflict minerals regulation, and

(iii) the draft regulation prohibiting products made with forced labour.

Italy

Article 41 Private economic enterprise is free 

It may not be carried out against the common good or in such a manner that could damage safety, liberty and human dignity. The law shall provide for appropriate programmes and controls so that public and private-sector economic activity may be oriented and co-ordinated for social purposes.

Australia

Corporations Act 2001 

Directors' Fiduciary Duties and Liabilities:

Section 180(1): (1) A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they:  (a)  were a director or officer of a corporation in the corporation's circumstances; and (b)  occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.

Section 247A: (1) On application by a member of a company or registered scheme, the Court  may make  an order: (a)  authorising the applicant to inspect books of the company or scheme; or (b)  authorising another person (whether a member or not) to inspect books of the company or scheme on the applicant's behalf. The Court may only make the order if it is satisfied that the applicant is acting in good faith and that the inspection is to be made for a proper purpose.

Section 1017C: Information for existing holders of superannuation products and RSAs.

Brazil

Brazilian Corporations Law (Law 6.404/1976) 

(Section IV Controlling Shareholder) Article 116 - Duties:

A. controlling shareholder is defined as an individual or a legal entity, or a group of individuals or legal entities by a voting agreement or under common control, which:
(a) possesses rights which permanently assure it a majority of votes in resolutions of general meetings and the power to elect a majority of the corporation officers; and
(b) in practice uses its power to direct the corporate activities and to guide the operations of the departments of the corporation.

Sole Paragraph. A controlling shareholder shall use its controlling power in order to make the corporation accomplish its purpose and perform its social role, and shall have duties and responsibilities towards the other shareholders of the corporation, those who work for the corporation and the community in which it operates, the rights and interests of which the controlling shareholder must loyally respect and heed.

Article 116-A. The controlling shareholder of a publicly-held corporation, and the shareholders or group of shareholders that elect a member of the board of directors or of the finance committee shall immediately inform any changes in their ownership positions to the Brazilian Securities Commission and to the Stock Exchange or entities of the organized over-the-counter market where the securities issued by the corporation are traded, with observance of the terms and conditions determined by the Brazilian Securities Commission (Text added by Law n. 10.303, of October 31, 2001)

Article 154 Duties and the Misuse of Power:

An officer shall use the powers conferred upon him by law and by the bylaws to achieve the corporation corporate purposes and to support its best interests, including the requirements of the public at large and of the social role of the corporation.

Paragraph 1. An officer elected by a group or class of shareholders shall have the same duties toward the corporation as the other officers and shall not fail to fulfill such duties, even at the expense of the interests of those who elected him.

Paragraph 2. An officer is prohibited from:
(a) performing any act of generosity to the detriment of the corporation;
(b) borrowing money or property from the corporation or using its property, services or taking advantage of its standing for his own benefit or for the benefit of a corporation in which he has an interest or of a third party, without the prior approval of a general meeting or the administrative council;
(c) by virtue of his position, receiving any type of direct, or indirect, personal advantage from third parties, without authorization in the bylaws or from a general meeting.

Paragraph 3. Any sum received contrary to the provisions of paragraph 2 (c), above, shall belong to the corporation.

Paragraph 4. In view of the corporation's social responsibilities, the administrative council or the board of directors may authorize the performance of reasonable gratuitous acts to benefit the employees or the community to which the corporation belongs.

Article 159 Liability Action:

By a resolution passed in a general meeting, the corporation may bring an action for civil liability against any officer for the losses caused to the corporation's property.

Paragraph 1. The resolution may be passed at an annual general meeting and, if included in the agenda or arising directly out of any matter included therein, at an extraordinary general meeting.

Paragraph 2. The officer or officers against whom the legal action is to be filed shall be disqualified and replaced at the same general meeting.

Paragraph 3. Any shareholder may bring the action if proceedings are not instituted within three months from the date of the resolution of the general meeting.

Paragraph 4. Should the general meeting decide not to institute proceedings, they may be instituted by shareholders representing at least five per cent of the capital.

Paragraph 5. Any damages recovered by proceedings instituted by a shareholder shall be transferred to the corporation, but the corporation shall reimburse him for all expenses incurred, including monetary adjustment and interest on his expenditure, up to the limit of such damages.

Paragraph 6. A judge may excuse the officer from liability, when convinced that he acted in good faith and in the interests of the corporation.

Paragraph 7. The action permitted under this article shall not preclude any action available to any shareholder or third party directly harmed by the acts of the officer.

Article 246 Controlling Corporations

A controlling corporation shall be obliged to compensate any damage it may cause to a controlled corporation by any acts infringing the provisions of articles 116 and 117.

Paragraph 1. Proceedings for compensation may be brought by:
(a) shareholders representing five per cent or more of the capital;
(b) any shareholder, provided he guarantees payment of the legal costs in the event of the action being dismissed.

Paragraph 2. If the controlling corporation is held responsible, in addition to paying compensation and costs, it shall pay an indemnity in respect of lawyers' fees of twenty per cent of the compensation awarded and a further premium of five per cent to the plaintiff.

Law 7.913/1989 the Public Civil Action Act (Article 1)

It was only in 1985 that Congress passed a bill regulating the contours of the Public Civil Action, when it enacted Federal Law No 7.347/1985 (the "Public Civil Action Act"), which - with some modifications over the last nearly-40 years - is in force to this day. According to the original dispositions of Federal Law No 7.347/1985, a public civil action may be filed to seek liability for damages:

- to the environment;
- to consumers; and
- to assets and rights with artistic, aesthetic, historical, touristic, or natural value.

Progressively over the years, Federal Law No 7.347/1985 has been amended to encompass the protection of other types of interests, such as:

- any collective or diffuse interests;
- infractions against the economic order;
- damage to urban organisation;
- the honour and dignity of racial, ethnic and religious groups; and
- social and public assets.

Canada

Canadian Securities Administrators, CSA Staff Notice 51-358 (1 August 2019)

https://www.asc.ca/-/media/ASC-Documents-part-1/Regulatory-Instruments/2019/07/5472091-FINAL_CSA_SN_51-358_for_publication_Aug_1.ashx 

Reporting on Climate-Related Risks

Germany

The Stock Corporation Act (Aktiengesetz, AktG) 

Section 147 - Assertion of claims to compensation

(1) The company's claims to compensation arising from its formation against the persons obligated under sections 46 to 48 and section 53, or arising from the management of its affairs against the members of the management board and of the supervisory board, or arising from section 117, must be asserted if the general meeting so resolves by a simple majority of the votes cast. The claim to compensation as a rule is to be asserted within six months of the date of the general meeting.

(2) The general meeting may appoint special representatives for the purpose of asserting the claim to compensation. Upon the corresponding petition being filed by stockholders whose shares of stock, in the aggregate, are at least equivalent to one tenth of the share capital or to a stake in same of 1 million euros, the court (section 14) is to appoint persons as representatives of the company for the purpose of asserting the claim to compensation other than the persons appointed as representatives of the company pursuant to sections 78 and 112 or pursuant to sentence 1 of this provision, if the court holds that this is suitable for the proper assertion of such claims. Where the court finds for the petitioner, the company will bear the court costs. A complaint may be lodged against the decision taken. The court-appointed representatives may demand reimbursement from the company for their reasonable cash expenditures and remuneration for their activities. The court establishes the expenditures and the remuneration. A complaint may be lodged against the decision taken; filing a complaint on points of law is precluded. Based on the decision taken, compulsory enforcement may be pursued in accordance with the Code of Civil Procedure.

(3) (repealed)

(4) (repealed)

Section 246- Action for avoidance

(1) The action must be brought within one month of the resolution having been adopted.

(2) The action is to be brought against the company. The company is represented by the management board and the supervisory board. Where the management board or a member of the management board is bringing the action, the company is represented by the supervisory board, where a member of the supervisory board is bringing the action, the company is represented by the management board.

(3) Exclusively that regional court has jurisdiction for the action in the judicial district of which the company has its seat. Where a division for commercial matters has been formed at the regional court, this will take the decision instead of the civil division. Section 148 (2) sentences 3 and 4 applies accordingly. The hearing for oral argument will not take place prior to expiry of the period of one month stipulated in subsection (1). The company may inspect a complaint filed, immediately upon the period of one month stipulated in subsection (1) having expired, already prior to its being served, and may have the court registry provide it with excerpts and copies. Several avoidance proceedings are to be consolidated such that their hearings for oral argument and the decisions taken by the court coincide.

(4) The management board is to give notice, without undue delay, in the company's publications of record of the fact that the action has been brought. A stockholder may become involved in the action as a joint party only within one month of the notice having been published.

Netherlands

Dutch Civil Code: Section 2.4.5 The Board of Directors of an Open Corporation and the supervision of the Board of Directors 

Article 6:162- Definition of a 'tortious act' 

 1. A person who commits a tortious act (unlawful act) against another person that can be attributed to him, must repair the damage that this other person has suffered as a result thereof.

2. As a tortious act is regarded a violation of someone else's right (entitlement) and an act or omission in violation of a duty imposed by law or of what according to unwritten law has to be regarded as proper social conduct, always as far as there was no justification for this behaviour.

3. A tortious act can be attributed to the tortfeasor [the person committing the tortious act] if it results from his fault or from a cause for which he is accountable by virtue of law or generally accepted principles (common opinion).

Article 2:129 - Tasks and powers of the Board of Directors 

1. Subject to any restrictions under the articles of incorporation, the Board of Directors is charged with the governance (management) of the Corporation

2. The articles of incorporation may provide that a particular Director designated by name or function (position), may cast more than one vote. One Director may not cast more votes than the other Directors combined.

3. Resolutions of the Board of Directors can only be subjected by or pursuant to the articles of incorporation to the approval of a body of the Corporation.

4. The articles of incorporation may provide that the Board of Directors should behave according to the instructions of a body of the Corporation on the general policy which is to be pursued on areas set in the articles of incorporation.

5. The Directors shall in the performance of their duties direct their attention to the interests of the Corporation and of the enterprises connected with it. *)

6. A Director does not participate in the deliberations and decision-making if he has a direct or indirect personal interest therein that is contrary to the interests meant in paragraph 5. If, as a result, no Board resolution can be passed, the resolution shall be passed by the Supervisory Board. In the absence of a Supervisory Board, the resolution shall be passed by the General Meeting, unless the articles of incorporation provide otherwise.*)

7. If shares in the Corporation or depository receipts for shares issued in cooperation with the Corporation are admitted for trade to a regulated market as meant in Article 1:1 of the Financial Supervision Act , and a Director holds shares in the Corporation or rights have been granted to him to subscribe on or acquire shares in the capital of the Corporation, then the Corporation shall, if it makes public (discloses) that it has passed a resolution as meant in Article 2:107, paragraph 1, under (a), (b) or (c) or that a public bid is announced as referred to in Article 5 of the Decree Public Bids Wft, assess the value which the shares or rights of the Director had, after closing of the stock exchange, four weeks prior to the day on which this resolution has passed or a public bid was announced. Four weeks after that resolution or, if a public bid has been announced, for weeks after the ending of that public bid, the value of the shares or rights shall be assessed again after closing of the stock exchange. If the value has increased compared to the earlier assessment, the Director has to pay that increase in value to the Corporation. The Supervisory Board shall assess the increase in value. Where Article 2:129a is applied, the Board of Directors shall asses the increase in value, yet without any participation of the executive Directors in the decision-making. *)

Article 2.9 Annual accounts and annual report*) 

*) The accounting standards of the Netherlands are based on the Fourth Council Directive of 25 July 1978 on the annual accounts of certain types of companies (78/660/EEC) (OJ L 222, 14.8.1978, p.11) The question which accounting standards have to be applied in the Netherlands depends on the size of the legal person. Three categories are distinguished in this respect: small sized legal persons (Article 2:396), medium sized legal persons (Article 2:397) and large legal persons.

Small entities have to choose between Title 9, Book 2 of the Dutch Civil Code combined with fiscal valuations, Dutch Accounting Standards for small legal entities, Dutch Accounting Standards for medium sized and large legal entities, and EU-IFRS combined with a part of the Dutch Accounting Standards for medium sized and large legal entities.

Medium sized and large entities have to choose between Dutch Accounting Standards for medium sized and large legal entities, and EU-IFRS combined with a part of the Dutch Accounting Standards for medium sized and large legal entities.

Listed entities (independent of size) have to use EU-IFRS combined with a part of the Dutch Accounting Standards for medium sized and large legal entities.

Nuclear Accident Liability Act: Act No. 225 of 17 March 1979 containing regulations on third party liability for damage caused by nuclear incidents; Nuclear Incidents (Third Party Liability) Act

https://inis.iaea.org/collection/NCLCollectionStore/_Public/11/538/11538850.pdf?r=1

This Act on nuclear third-party liability provides that the maximum amount of liability of the operator of a nuclear installation in the Netherlands is set at 100 million guilders per the Paris Convention; it also implements the Brussels Supplementary Convention's additional compensation mechanism. The new Act further provides that if damage is suffered on the Netherlands' territory as a result of a nuclear incident compensation is payable according to the Brussels Convention or the Act, and that the funds available for this purpose are insufficient to secure compensation of such damage to an amount of one thousand million guilders, the State shall make available the public funds needed to compensate such damage up to that amount. (NEA)

Oil Tankers Liability Certificate (Act)

https://english.ilent.nl/topics/required-documents/oil-tanker-liability-certificate 

An Oil Tanker Liability Certificate is issued to a seagoing ship with valid liability insurance or other financial security to cover the cost of any environmental disaster arising from oil pollution damage. The ship must provide evidence of this, for example in the form of a valid insurance certificate (blue card) issued by an authorised insurance company.

Nigeria

Companies and Allied Matters Act (CAMA) of 2020

https://www.cac.gov.ng/wp-content/uploads/2020/12/CAMA-NOTE-BOOK-FULL-VERSION.pdf 

Section 305 - Duties of directors

(1) A director of a company stands in a fiduciary relationship towards the company and shall observe utmost good faith towards the company in any transaction with it or on its behalf.

(2) A director owes fiduciary relationship with the company where—
(a) a director is acting as agent of a particular shareholder ; or
(b) though, he is not an agent of any shareholder, such a shareholder or other person is dealing with the company's securities.

(3) A director shall act at all times in what he believes to be the best interests of the company as a whole to preserve its assets, further its business, and promote the purposes for which it was formed, and in such manner as a faithful, diligent, careful and ordinarily skilful director would act in the circumstances and, in doing so, shall have regard to the impact of the company's operations on the environment in the community where it carries on business operations.

(4) The matters to which a director of a company is to have regard in the performance of his functions include the interests of the company's employees in general, as well as the interests of its members.

(5) A director shall exercise his powers for the purpose for which he is specified and shall not do so for a collateral purpose, and the power if exercised

Section 308 - Duty of care and skill.

(1) Every director of a company shall exercise the powers and discharge the duties of his office honestly, in good faith and in the best interests of the company, and shall exercise that degree of care, diligence and skill which a reasonably prudent director would exercise in comparable circumstances.

(2) Failure to take reasonable care in accordance with the provisions of this section, is a ground for an action for negligence and breach of duty.

(3) Each director is individually responsible for the actions of the board in which he participated, and the absence from the board's deliberations, unless justified, does not relieve a director of such responsibility.

(4) The same standard of care in relation to the director's duties to the company shall be required for both executive and non-executive directors: Provided that additional liability and benefit may arise under the master and servant law in the case of an executive director if there is an express or implied contract to that effect.

The Associated Gas Reinjection Act (AGRA) 

Philippines

Revised Corporation Code (Republic Act No. 11232) 

SEC. 20. Corporation by Estoppel.
- All persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof: Provided, however, That when any such ostensible corporation is sued on any transaction entered by it as a corporation or on any tort committed by it as such, it shall not be allowed to use its lack of corporate personality as a defense. Anyone who assumes an obligation to an ostensible corporation as such cannot resist performance thereof on the ground that there was in fact no corporation.

SEC. 30. Liability of Directors, Trustees or Officers.
- Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
A director, trustee, or officer shall not attempt to acquire, or acquire any interest adverse to the corporation in respect of any matter which has been reposed in them in confidence, and upon which, equity imposes a disability upon themselves to deal in their own behalf; otherwise the said director, trustee, or officer shall be liable as a trustee for the corporation and must account for the profits which otherwise would have accrued to the corporation.

SEC. 99. Agreements by Stockholders.
(a) Agreements duly signed and executed by and among all stockholders before the formation and organization of a close corporation shall survive the incorporation and shall continue to be valid and binding between such stockholders, if such be their intent, to the extent that such agreements are consistent with the articles of incorporation, irrespective of where the provisions of such agreements are contained, except those required by this Title to be embodied in said articles of incorporation.
(b) A written agreement signed by two (2) or more stockholders may provide that in exercising any voting right, the shares held by them shall be voted as provided or as agreed, or in accordance with a procedure agreed upon by them.
(c) No provision in a written agreement signed by the stockholders, relating to any phase of corporate affairs, shall be invalidated between the parties on the ground that its effect is to make them partners among themselves.
(d) A written agreement among some or all of the stockholders in a close corporation shall not be invalidated on the ground that it relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors: Provided, That such agreement shall impose on the stockholders who are parties thereto the liabilities for managerial acts imposed on directors by this Code.
(e) Stockholders actively engaged in the management or operation of the business and affairs of a close corporation shall be held to strict fiduciary duties to each other and among themselves. The stockholders shall be personally liable for corporate torts unless the corporation has obtained reasonably adequate liability insurance.

MC No. 04 s.2019 - Sustainability Reporting Guidelines for Publicly-Listed Companies 

United Kingdom

Companies Act 2006 

Taskforce on Climate-related Financial Disclosure (TCFD) 

(note on the TCFD website: The Financial Stability Board (FSB) created the Task Force on Climate-related Financial Disclosures (TCFD) in 2015 to improve and increase reporting of climate-related financial information. Following the release of the Task Force's 2023 Status Report, upon request of the FSB, the TCFD has been disbanded.)