Green Boardrooms?

81 Pages Posted: 28 Apr 2020

See all articles by Brett McDonnell

Brett McDonnell

University of Minnesota Law School

Hari M. Osofsky

The Pennsylvania State University (University Park) – Penn State Law

Jacqueline Peel

University of Melbourne - Law School

Anita Foerster

Monash University - Department of Business Law & Taxation

Date Written: April 5, 2020

Abstract

Corporate and securities law tools are increasingly being used to address climate change. Disclosure of climate-related business risks and shareholder proposals and engagement have grown in the United States and globally, as have broader efforts to use these tools to address environmental and social issues. Emerging fiduciary duty suits in other jurisdictions claim that corporate boards have failed to monitor and manage climate-related risks adequately. However, legal scholarship has failed to assess whether these efforts are actually changing corporate behavior. This Article draws on original interviews with corporate leaders and investors in the United States and Australia to assess the effectiveness of corporate and securities law tools in addressing climate change. It finds that while disclosures and shareholder proposals related to climate change have been extensive, they have not yet changed corporate behavior much, if at all. The Article therefore proposes a multi-pronged approach to increase the future effectiveness of disclosure, shareholder proposals and engagement, and fiduciary duty suits. This study offers new insights to the old debate over how corporations can and should be used to address societal problems.

Keywords: Climate change, corporate and securities law, disclosure, shareholder proposals, fiduciary duties, environmental law, corporate behavior

JEL Classification: K22, K32

Suggested Citation

McDonnell, Brett H. and Osofsky, Hari M. and Peel, Jacqueline and Foerster, Anita, Green Boardrooms? (April 5, 2020). Connecticut Law Review, Forthcoming, Available at SSRN: https://ssrn.com/abstract=3569303

Brett H. McDonnell

University of Minnesota Law School ( email )

229 19th Avenue South
Minneapolis, MN 55455
United States
612-625-1373 (Phone)

Hari M. Osofsky

The Pennsylvania State University (University Park) – Penn State Law ( email )

Lewis Katz Building
University Park, PA 16802
United States

Jacqueline Peel (Contact Author)

University of Melbourne - Law School ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010
Australia
+613 8344 1115 (Phone)
+613 9347 2394 (Fax)

HOME PAGE: http://https://law.unimelb.edu.au/about/staff/jacqueline-peel

Anita Foerster

Monash University - Department of Business Law & Taxation ( email )

Caulfield Campus
Sir John Monash Drive
Caulfield East, Victoria 3084
Australia

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