1. Causes of Action

I  Australia

In Australia, company and financial laws are being increasingly used in climate litigation, highlighting climate change as a financial and reputational risk for companies. It has been noted that directors who fail to consider and disclose financial risks relating to climate change could be liable for breaching their duty of care and diligence under the Corporations Act.1 Key cases that demonstrate this trend include Abrahams v Commonwealth Bank of Australia  and McVeigh v REST. In the Abrahams case, shareholders accused the Commonwealth Bank of Australia of failing to disclose climate-related financial risks in line with the Corporations Act 2001, setting a precedent for how financial disclosures must include climate risks. Similarly, the McVeigh case involved proceedings against a superannuation fund trustee for not informing customers about the financial risks posed by climate change to their accounts.

Impiombato v BHP, though not directly a climate case, is significant for its potential influence on future climate-centric litigation. This case involved shareholders suing BHP for failing to disclose risks associated with the collapse of the Fundão dam, an environmental disaster. The claim centred on BHP's breach of continuous disclosure obligations, suggesting a framework for future climate-related shareholder class actions under the Corporations Act.

Furthermore, the Australian Securities and Investments Commission (ASIC) has been actively using legal interventions to address climate risks, particularly focusing on greenwashing. ASIC's actions, including its first court action against Mercer Superannuation for misleading claims about sustainable investments, underscore the legal emphasis on accurate and transparent climate-related disclosures. Additionally, legal interventions by entities like the Environmental Defenders Office and the case of Re AGL Ltd illustrate the use of corporate law to challenge and shape companies' climate policies and practices, further cementing the role of financial and company laws in climate litigation in Australia.

II  Brazil

The table in the Brazilian national report provides insights into the legal framework in Brazil concerning climate litigation within company and financial laws. Article 116 of Brazilian Corporations Law emphasises the fiduciary duties of controlling shareholders, requiring them to use their power to make the company fulfil its social function. Under Article 154, directors must exercise their duties considering the public good and the social function of the company. Article 159 of the Brazilian Corporations Law enables filing lawsuits against managers who breach their fiduciary duties that cause harm to the company. Shareholders can file these lawsuits against the administrator if the General Assembly approves or within three months if not proposed. Additionally, Article 246 holds controlling companies responsible for damages caused by acts violating the law, offering shareholders a legal avenue to seek reparations. The Brazilian Code of Corporate Governance for Listed Companies reinforces the need to consider the impacts of a company's activities on society and the environment. This aligns with global trends emphasising long-term interests, environmental impacts, and fiduciary duties. Law 7.913/1989 establishes public civil action for liability for damages caused to investors in the securities market, especially in cases of fraudulent operations or the use of undisclosed relevant information. This could be used for compensation related to climate risks and disclosure failures. Article 1.011 of the Brazilian Civil Code reinforces the duty of company managers to employ care and diligence in their functions. Circular 666/2022 of the Superintendence of Private Insurance (Susep) imposes sustainability requirements on insurance companies and related entities. This includes managing climate risks, with a focus on physical climate, transition, and litigation risks. The circular makes sustainability risk management, policy, and reporting mandatory, thus providing a framework for addressing climate-related risks in the financial sector.

Although Brazil may have not seen climate cases based on these laws, it could be surmised that the legal landscape provides a foundation for potential climate litigation based on company and financial laws. The emphasis on fiduciary duties, disclosure obligations, and sustainability mandates creates avenues for seeking compensation for damages related to climate risks and non-compliance with environmental responsibilities. 

III  Canada

In Canada, securities legislation requires companies to report material risks, including financial impacts, but there are currently no standardized regulations for climate-related disclosures. However, in 2019, the Canadian Securities Administrator (CSA) clarified that climate change falls under disclosure requirements, and in 2021, they proposed National Instrument 51-107 to standardize climate-related disclosures. The proposal is on hold until 2024 international standards are established. The proposed disclosures cover governance, strategy, risk management, and metrics/targets related to climate change. Thus, federally regulated financial institutions will be mandated to make climate-related financial disclosures starting in 2024, setting out the potential for cases. Provincial security commissions, such as the Alberta Securities Commission, can also handle claims related to corporate climate impacts. For instance, Greenpeace sought the freeze of Kinder Morgan Canada's initial public offering, alleging misleading information in its prospectus regarding an oil pipeline. The Alberta and Ontario Security Acts require public companies to disclose relevant information. Regarding director's liability, directors have a duty to consider climate-related risks and opportunities within their fiduciary duties. They are obligated to assess the financial implications of climate risks, including transition and physical risks. Failure to do so may result in them being liable. However, they can benefit from the "business judgment rule," providing protection if decisions are made in good faith, exercising reasonable care, and in the best interests of the corporation. 

IV  China

China has seen some litigation against companies related to the environment. However, most of the cases arise out of breach of contract or fraud (please see the section on fraud laws and contractual obligations for more details). 

V  France

In France, claims against companies have been brought based on the French Civil Code (see section on torts). 

VI  Germany

In Germany, the management of public limited companies governed by the Stock Corporation Act (Aktiengesetz, AktG) falls under the responsibility of the board of directors. The board has the discretion to consider climate concerns in corporate management decisions, particularly when linked to financial advantages or mandatory legal requirements for climate protection. Shareholders typically lack direct influence on management matters, but there is an ongoing discussion about whether shareholders' meetings should have the right to vote on the board's climate strategy ("Say-on-Climate").

In the event of breaches of duty (e.g. inadequate consideration of climate risks), managing directors are, in principle, only liable to the company (internal liability). Liability claims must therefore be brought by the Supervisory Board. Direct shareholder actions against the board of directors for neglecting climate risks are not admissible, but the shareholders' meeting can vote that a claim should be brought by the supervisory board, Sec. 147 AktG.

In view of their relatively limited influence on the executive board, shareholders in Germany have used the shareholder's meeting as a forum for climate activism. They can submit agenda proposals, provided that they hold at least 20% of the company's shares or a pro-rata amount of 500,000 euros.. While topics like the reduction of climate-damaging emissions cannot be directly added to the agenda, activist shareholders may address climate-related issues indirectly. Moreover, discharging the board of directors through shareholder meetings is subject to voting, and discharge resolutions may be annulled under Sec. 246 AktG if the board acted in violation of its duties.

Finally, German securities legislation provides for liability for damages caused to investors in the securities market in cases of incorrect or undisclosed relevant information. This could be used for compensation claims related to climate risks and disclosure failures, and especially in greenwashing cases (Sec. 97, 98 Wertpapierhandelsgesetz, WpHG). 

VII  India

Corporate liability regarding the environment is stipulated in certain provisions under corporate laws. Environmental and climate protection mandates are found in India, the development of ESG laws is in the early stages of development. However, the Companies Act 2013 provides some environment-related regulations. Section 134(3)(m) mandates the inclusion of specific information on energy saving in the Board's report, covering actions, effects on energy conservation, steps taken for alternative energy sources, and financial investments in energy-saving equipment. Section 166 requires directors to act in the best interests of the company, its employees, shareholders, the community, and environmental preservation. Section 135, and the CSR Rules, 2014, mandate companies meeting specified thresholds to establish a Corporate Social Responsibility (CSR) committee, ensuring a portion of profits is invested in CSR initiatives. An aspect of this can be inferred from the Vizag gas leak case (re: Gas Leak at LG Polymers Chemical Plant in RR Venkatapuram VillageVisakhapatnam in Andhra Pradesh)  where the Andhra Pradesh High Court has taken a Suo moto cognisance of the incident. The Court has, inter alia, ordered the directors of the company to surrender their passports as they were not allowed to leave the country. Thus, in the future, courts could enhance the personal liability of directors and officers for the failure to mitigate climate risks. This could encourage them to proactively address these issues to avoid personal legal repercussions. In M.K Ranjitsinh vs Union of India, the Supreme Court explicitly laid down the liabilities of Corporates towards the environment arising from the provisions of the Companies Act, 2013. Considering the issue of financial costs of the guidelines for the private companies, the court laid emphasis on Section 135 and Section 166(2) of the Companies Act, 2013 as the former imposes corporate social responsibility on companies having specific amount of turnover and Section 166(2) imposes a liability on the directors of the companies to act in good faith in the best interests of environment amongst other things.

Securities and Exchange Board of India (SEBI) regulations also play a role in ESG compliance. Section 17(1)(b) of the Listing Regulations mandates independent directors on boards, and Section 177 of the Companies Act 2013 requires listed companies to establish an audit committee. The top 1,000 listed companies are mandated by SEBI to include a Business Responsibility and Sustainability Report (BRSR) detailing ESG-related actions in their annual reports. In addition, SEBI's National Guidelines on Responsible Business Conduct (NGRBC) emphasize principles of trusteeship, stakeholder interests, environmental protection, and inclusive growth. The Business Responsibility and Sustainability Report (BRSR) is introduced as an updated version of the Business Responsibility Reporting (BRR), encompassing comprehensive non-financial disclosures and ESG parameters. The BRSR serves as a comprehensive repository for non-financial disclosures, encompassing ESG parameters. The BRSR initiative reflects a concerted effort to ensure uniform disclosures and improve the quality of reporting, aligning with global ESG standards. Against this compliance mechanism background, there have been no cases brought on environmental protection claims or non-compliance based on company and financial laws.

VIII  Italy

The Italian legal system regulates the liability of directors under Articles 2392-2396 of the Italian Civil Code for Joint Stock Companies and Article 2475 of the Italian Civil Code for Limited Liability Companies. Article 2392 states that directors must carry out their duties with diligence and are jointly and severally liable for damages resulting from their failure to comply. Liability does not extend to directors who have had their dissent recorded without delay in the board of directors' book of meetings and resolutions. Directors' liability vis-à-vis the company is contractual, with the company having burdening to prove the existence of violations and the damage suffered.

Climate litigations against private or public companies could be potentially brought for breach of fiduciary duties in specific circumstances, namely when the company includes sustainability goals in its purpose. In particular, these duties are contingent on factors such as adherence to the Italian Corporate Governance Code, the status of being a "benefit corporation," amendment of the corporate object to set out a sustainability purpose or the voluntary adoption of internal codes aligning with sustainability goals.

The financial sector is also changing, with the European Central Bank and European Banking Authority outlining strategies to integrate climate risks into credit-granting policies, considering the environmental and climate risk perspective in prudential supervision. This is expected to bear relevance on how corporate borrowers, especially large companies, will increasingly engage with climate-related financial risks.

From a regional standpoint, the implementation in Italy of the EU Corporate Sustainability Due Diligence Directive will further impose duties on companies and directors and this will, ultimately, expand the scope of potential directors' liability, although the boundaries of such liability are not yet clear. In February 2022, Articles 9 and 41 of the Italian constitution were amended to align with the European Union's vision, emphasising social utility, environmental protection, and the sustainable development of economic activities. This shift introduces potential duties for companies to preserve and protect health, environment, safety, freedom, and human dignity. Thus, the evolving landscape may lead to a more proactive approach by companies in addressing climate-related risks and promoting sustainable practices.

Company and Financial laws do not presently address climate litigations against private companies specifically. The inclusion of sustainability goals is increasingly becoming a purpose for Italian companies, potentially expanding directors' duties and giving rise to liabilities for non-compliance. These duties are contingent on factors such as adherence to the Italian Corporate Governance Code, the status of being a "benefit corporation," or the voluntary adoption of internal codes aligning with sustainability goals. The financial sector is also changing, with the European Central Bank and European Banking Authority outlining strategies to integrate climate risks into credit-granting policies, considering the environmental and climate risk perspective in prudential supervision.

From a regional standpoint, the implementation of the EU Corporate Sustainability Due Diligence Directive further imposes duties on companies and directors. In February 2022, Articles 9 and 41 of the Italian constitution were amended to align with the European Union's vision, emphasising social utility, environmental protection, and the sustainable development of economic activities. This shift introduces potential duties for companies to preserve and protect health, environment, safety, freedom, and human dignity. Thus, the evolving landscape may lead to a more proactive approach by companies in addressing climate-related risks and promoting sustainable practices. 

IX  Japan

Japan has no cases where parties claim damages based on financial laws. However, it is highly expected that shareholders would challenge business strategy based on Climate-related Financial Disclosures. 

X  Kenya

In Kenya, various legal frameworks and guidelines have been developed to integrate climate considerations into company and financial laws. The Code of Corporate Governance Practices for Issuers of Securities to the Public 2015, set by the Capital Markets Authority (CMA), enforces principles emphasising corporate responsibility towards the environment. This includes mandatory provisions under the Capital Markets (Securities) (Public Officers, Listing and Disclosures) Regulations 2002. Principle 5.3 highlights the board's obligation to protect the environment. The Code's Principle 7.1 emphasizes timely and balanced disclosure, raising questions about potential corporate liability for non-disclosure of climate impacts. The Nairobi Securities Exchange (NSE) issued the Environment and Social Governance (ESG) Disclosures Guidance Manual in 2021, encouraging companies to disclose sustainability impacts through Global Reporting Initiative (GRI) standards. Although not enforceable, it may serve as a basis for climate-related litigation against entities failing to disclose ESG information. The Central Bank of Kenya (CBK) has also issued a Guidance on Climate-Related Risk Management, that requires corporates to integrate climate-related risks into their operations, financial risk management, and reporting frameworks. The guidance acknowledges three types of climate risks: physical, transition, and liability risk, the latter being relevant to potential climate litigation against financial institutions for environmental impacts. These laws and guidelines reflect a growing emphasis on corporate and financial institutions' roles in addressing climate change, offering potential avenues for climate litigation in Kenya. 

XI  Netherlands

In the Netherlands, company and financial laws play a role in shaping climate liability, primarily through internal and external director's liability. While there is a distinction between internal directors' liability (towards the company) and external directors' liability (towards third parties), there are no known climate lawsuits under directors' liability to date. External director liability is based on Article 6:162 Dutch Civil Code (CC), with debates in Dutch literature surrounding the 'serious fault' criterion, which makes liability more stringent. Qualitative liabilities under acts like the Nuclear Accident Liability Act, Oil Tankers Liability Act, and the European Environmental Liability Directive provide avenues for holding directors accountable for environmental violations. Internal director liability, governed by Article 2:9 CC, also incorporates the serious misconduct criterion, with intentional violations of statutory provisions considered grounds for serious blame, though this is deemed unlikely to be relevant in the context of climate change.

Another growing trend in the Netherlands is direct shareholder action related to climate issues. Shareholder activist groups such as 'Say on Climate and Follow This' engage in activism by submitting resolutions at shareholders' meetings, focusing on environmental and climate-related issues to influence companies' policies and practices. However, derived actions, where shareholders hold a corporation liable for share depreciation due to a tort, are not accepted under settled case law.

Despite the absence of substantive legal obligations for companies in the financial law in the context of climate change, discussions in the literature2 explore whether specific standards of care should apply to financial and banking institutions in their facilitating role in climate change.

XII  Nigeria

In Nigeria, the Companies and Allied Matters Act (CAMA) of 2020 has the potential to support corporate climate litigation, reflecting a shift from shareholder primacy to a stakeholder value approach. Section 305(3) of CAMA imposes a duty on directors to consider the impact of the company's operations on the environment, making them potentially liable for breaches related to environmental actions, including those contributing to climate change. The duty to act in the best interests of the company and consider environmental impacts is reinforced by Section 308 of CAMA, making directors potentially liable for negligence and breach of duty. Although cases have not been brought under CAMA, the legal duties of directors can be interpreted to include the need to consider, assess, manage, and report on climate-related risks. However, the challenge lies in the enforcement of these duties, as only the company, acting through other directors, can seek remedies in court for breaches.

Interestingly, Nigeria's tax laws indirectly contribute to corporate climate litigation. Specifically, efforts by oil and gas companies to treat payments for gas flaring as tax-deductible have led to litigation. The Associated Gas Reinjection Act (AGRA) prohibits gas flaring but allows companies to obtain permits upon payment of charges. As such the case of FIRS v. Mobil Producing Nigeria Unltd. revolves around whether gas flare charges are tax-deductible expenses. While the Tax Appeal Tribunal initially ruled in favour of the companies, the Federal High Court overturned this decision, emphasizing that deductions are only allowed with a written gas flare permit from the Minister. This decision discourages companies from avoiding gas flare charges and emphasizes the purpose of AGRA to reduce and stop gas flaring. However, criticism exists regarding the literal interpretation of statutes, with arguments for a purposive construction aligned with the legislation's spirit and intent. The 2021 Petroleum Industry Act (PIA) has repealed AGRA, but the issue of tax deductibility for gas flare charges remains relevant under the new law, with clear provisions stating that fines for gas flaring are not tax-deductible.

XIII  Norway

The Companies Act of 1986 establishes general provisions for company law, and additional rules, such as those outlined in the Accounting Act, regulate the relations between companies and environmental protection. The Accounting Act emphasizes that annual reports must provide detailed information on activities that may significantly impact the environment, including raw material issues, and should disclose measures taken or planned to prevent or reduce adverse environmental effects. Additionally, the Transparency Act, adopted in 2021, plays a crucial role in promoting businesses' respect for basic human rights. Section 3b) of the Act, referring to international human rights conventions, implies that companies' greenhouse gas emissions may affect fundamental human rights. This perspective is reinforced by the Norwegian Human Rights Institute and the Norwegian Consumer Agency, anticipating that companies must report on how emissions under their control impact rights such as the right to life, physical integrity, and property.

Norway's membership in the European Economic Area (EEA) since 1994 subjects the country to Article 73 of the EEA Agreement. This article outlines objectives related to the environment, emphasizing the preservation, protection, and improvement of environmental quality, contribution to protecting human health, and ensuring rational utilization of natural resources. In addition, several EU directives, notably the Corporate Sustainability Due Diligence Directive (CSDDD) and the Corporate Sustainability Reporting Directive (CSRD), are influential in Norway due to its participation in the EEA. These directives, when approved, will require large companies to publish regular reports on social and environmental risks, as well as the impact of their activities on people and the environment. Additionally, the EU Sustainable Finance Disclosure Regulation (SFDR), incorporated into Norwegian law as "Offentliggjøringsforordningen," mandates financial advisers to disclose how sustainability is integrated into their practices, considering both financial and sustainability risks that may significantly impact returns on investments. 

XIV  Philippines

In the Philippines, the Revised Corporation Code (Republic Act No. 11232) includes provisions addressing liabilities for corporate torts. Section 20 emphasizes that corporations cannot use the lack of corporate personality as a defence when sued for transactions or torts committed as a corporation. Notably, Section 99 highlights the personal liability of stockholders in closed corporations for corporate torts unless the corporation has adequate liability insurance. In the case of Jose Emmanuel P. Guillermo v. Crisanto P. Uson, the Supreme Court defined "corporate tort" as a violation of a right or the omission of a duty imposed by law. The application of liability for corporate tort was illustrated in Sergio F. Naguiat, et. al. v. National Labor Relations Commission, where the Supreme Court held a stockholder personally liable for the corporation's failure to comply with a legal duty. This demonstrates the potential scope of corporate tort liability for activities contributing to greenhouse gas emissions and climate change impacts. Moreover, the Revised Corporation Code's Section 30 on the liability of directors, trustees, or officers can be used as a basis for legal action against corporate policies violating environmental and climate change laws. Directors can be held jointly and severally liable for damages resulting from patently unlawful acts, gross negligence, or bad faith.

The Securities and Exchange Commission (SEC) also plays a role, in issuing Sustainability Reporting Guidelines for Publicly-Listed Companies (PLCs) in 2019. These guidelines aim to assess and manage non-financial performance, including environmental aspects, and penalize corporations for non-attachment of sustainability reports to annual reports. In addition to statutes, SEC Memorandum Circular No. 4, Series of 2019, provides a regulatory basis for corporate liability concerning climate change commitments. The Sustainability Guidelines emphasize reporting principles, including materiality, stakeholder inclusiveness, balance, completeness, reliability, accuracy, consistency, and comparability, to ensure the quality of information in sustainability reports. Non-compliance with reporting requirements can result in penalties under SEC rules. This legal framework illustrates how company and financial laws in the Philippines are used in climate litigation to hold corporations accountable for environmental and climate-related impacts. 

XV  Poland

In Poland, the literature on company and financial laws in the context of climate change liability is limited, but there are emerging initiatives. On a national level, projects aim to develop solutions for business due diligence concerning human rights. Additionally, research conducted at regional and European levels, while not directly focused on Polish jurisdiction, is considered applicable to Polish companies. For instance, a report on sustainable reporting guidelines, including climate change goals, prepared for the Czech Stock Exchange and Czech companies, may be relevant to Polish companies due to its European nature. The report addresses the EU Commission's proposal for mandatory corporate sustainable due diligence, suggesting that if adopted, victims of preventable harm may have the right to bring civil liability claims before national courts, potentially influencing existing corporate liability regimes and standards of care.

With regard to national laws, some litigants resorted to legal instruments from the Code of Commercial Companies to build climate cases against corporations. In 2018, ClientEarth, acting as a minority shareholder, requested the annulment by a court of the resolution adopted at the general meeting of Enea's shareholders pertaining to the planned coal-fired power plant Ostrołęka C. Client Earth's initiative was successful, and in 2020, Enea suspended the financing for this investment.141 On 28 December 2023, the management of Enea filed a lawsuit against the company's former directors and its insurers for lack of due diligence over a decision on investing in a coal power plant investment Ostrołęka C.142

XVI  United Kingdom

In the context of climate litigation based on company laws, there is a discernible distinction between procedural and substantive aspects. Procedurally, many cases concentrate on the procedural obligations related to the disclosure of climate-related information. This often involves attempts to ensure that companies are transparent about their environmental impact and, in turn, encourages them to self-regulate and address poor environmental performance. The regulatory landscape, including corporate climate disclosures derived from frameworks like the Companies Act 2006 and Taskforce on Climate-related Financial Disclosure (TCFD), plays a pivotal role, reflecting a concerted effort to align corporate behaviour with climate change challenges. Corporate information disclosure aims to indirectly shape behaviour by pressuring firms to self-regulate and improve environmental practices. Climate change disclosure requirements serve the purpose of ensuring companies adequately meet the challenges of climate change, focusing on both reducing emissions and addressing material risks. However, to exercise the TCFD, there are issues with the regulations, such as the lack of clarity on the disclosure scope, with no requirement for reporting Scope 3 emissions. The current enforceability of these rules seems self-regulated, impacting only share prices and the reputation of the company.

In a landmark case of ClientEarth v. Shell's Board of Directors, the claim alleges that the directors' failure to adopt and implement a climate strategy consistent with the Paris Agreement breaches their duties under the Companies Act 2006. This includes duties to promote the success of the company and exercise reasonable care, skill, and diligence. In November 2023 the Court of Appeal refused ClientEarth permission to appeal, bringing the litigation to an end. Courts have shown reluctance to intervene in the commercial decisions of directors, highlighting the difficulty in challenging their judgment, particularly in complex matters. Furthermore, the significance of the Financial Conduct Authority (FCA) in overseeing corporate disclosures has influenced and improved climate-related disclosures.

Litigation focused on divestment and financial management in the climate change context has arisen from the USS pension scheme inflicted on university lecturers. In Ewan McGaughey and another v Universities Superannuation Scheme Limited and others, the claimants were academics and USS contributors who brought a derivative claim against the USS directors. Alongside several other issues relating to the (mal)administration of the scheme, the claimants argued that the failure of the scheme directors to create a credible plan for disinvestment from fossil fuel investments had and would continue to compromise the scheme, being in breach of the s170 and 172 duties in the Companies Act. However, in summer of 2023 the Court of Appeal upheld the dismissal of the case but the Court suggested that there may have been valid claims in McGaughey had it been pleaded differently, for instance, in breach of trust.

In conclusion, the evolving landscape of cases in the UK involves a delicate interplay between procedural and substantive dimensions. Procedural obligations, rooted in regulatory frameworks, aim to indirectly shape corporate behaviour, while substantive claims underscore the challenges in holding directors personally liable for climate-related failures.

XVII  United States

In the United States, climate litigation involving company and financial laws has evolved through various cases. One of the first was Harvard College students sued for fossil fuel divestment, but it was dismissed for lack of standing and the absence of a recognized tort for intentional investment in abnormally dangerous activities. The Third Wave saw the emergence of Employee Retirement Income Securities Act (ERISA) claims, such as Lynn v Peabody Energy Corporation, focusing on fiduciary duties in pension funds linked to fossil fuel companies. While Fentress v ExxonMobil, a class action under ERISA, was dismissed due to insufficient evidence.

Additional cases targeted companies for greenwashing and material misstatements. In York County v Rambo, bond investors accused PG&E of failing to disclose wildfire risks under California's inverse condemnation law. Massachusetts, in Commonwealth v ExxonMobil, invoked anti-SLAPP laws to pursue deceptive practices claims related to climate change. The Third Wave also witnessed shareholder actions, like Perri v Crosky against Danimer Scientific, alleging false claims about biodegradable plastics, and Fagan v Enviva, a securities class action for greenwashing against a wood pellet company.

Cases involving shareholder proposals on climate change faced mixed outcomes. Tosdal v Northwestern resulted in a summary judgment favouring Northwestern, citing the shareholder proposal as relating to ordinary business and excludable from proxy materials. NYC Employees Retirement System v TransDigm  settled after public employees sued, securing the inclusion of their proposal in TransDigm's proxy materials, emphasizing time-bound, quantitative, company-wide greenhouse gas management goals aligned with the Paris Agreement. These cases showcase the diverse landscape of climate litigation in the U.S., with the potential for further claims based on state company and security and financial laws.