Green Pills: Making Corporate Climate Commitments Credible

60 Pages Posted: 30 Aug 2022 Last revised: 24 Dec 2022

See all articles by John Armour

John Armour

University of Oxford - Faculty of Law; European Corporate Governance Institute (ECGI)

Luca Enriques

Bocconi University - Bocconi Law Department; University of Oxford - Faculty of Law; European Corporate Governance Institute (ECGI); European Banking Institute

Thom Wetzer

University of Oxford, Faculty of Law; Oxford Sustainable Law Programme

Date Written: December 1, 2022

Abstract

Many of the world’s largest firms are now announcing plans to reduce their carbon emissions over the coming decades. Against the backdrop of lackadaisical climate policy, this development is widely held out as positive. But ubiquitous allegations of corporate and investor greenwashing raise the question of just how credible these announcements really are. After all, even when firms propose rigorous emission reduction targets the shifting sands of investor preferences raise the risk that companies eventually renege. Given the rising proportion of investors with climate-conscious preferences, this leaves money on the table: firms engaging in a genuine transition away from high-emission activity should benefit from higher valuations, creating a business case to commit credibly.

Conventional mechanisms to generate such credible climate commitments – climate disclosures, corporate governance reforms, or changes to the corporate purpose – are inadequate to achieve that goal. Instead, we propose a suite of contractual mechanisms, which we term “green pills,” to make climate commitments credible by endogenizing incentives to meet climate targets. We argue that their adoption does not contravene directors’ fiduciary duties and requires no change to corporate law. Green pills thus help firms and their investors undertake credible climate commitments and show other stakeholders how serious they really are about their contribution to tackling climate change.

Keywords: Green pills, green bonds, fiduciary duties, greenwashing, credible commitment

JEL Classification: D62, G34, H23, K22

Suggested Citation

Armour, John and Enriques, Luca and Wetzer, Thom, Green Pills: Making Corporate Climate Commitments Credible (December 1, 2022). European Corporate Governance Institute - Law Working Paper No. 657/2022, Available at SSRN: https://ssrn.com/abstract=4190268 or http://dx.doi.org/10.2139/ssrn.4190268

John Armour (Contact Author)

University of Oxford - Faculty of Law ( email )

St Cross Building
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Oxford, OX1 3UL
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+44 1865 281616 (Phone)

HOME PAGE: http://www.law.ox.ac.uk/people/john-armour

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

Luca Enriques

Bocconi University - Bocconi Law Department ( email )

Via Roentgen 1
Milan, MI MI 20136
Italy

University of Oxford - Faculty of Law ( email )

St Cross Building
St Cross Road
Oxford, OX1 3UL
United Kingdom

European Corporate Governance Institute (ECGI)

European Banking Institute ( email )

Frankfurt
Germany

Thom Wetzer

University of Oxford, Faculty of Law ( email )

Oxford
United Kingdom

Oxford Sustainable Law Programme ( email )

Oxford
United Kingdom

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