Law Schedule of Classes

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251.75 sec. 001 - Climate Change and Corporate Governance Reform (Fall 2024)

Instructor: Susan H Mac Cormac Taylor  
Instructor: Benjamin Fox  
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Units: 1
Grading Designation: Credit Only
Mode of Instruction: In-Person

Meeting:

Tu 6:25 PM - 8:15 PM
Location: Law 12
From August 20, 2024
To October 01, 2024

Course Start: August 20, 2024
Course End: October 01, 2024
Class Number: 32178

Enrollment info:
Enrolled: 15
Waitlisted: 0
Enroll Limit: 41
As of: 07/18 03:39 AM


While climate change is often considered an ‘environmental problem’, the risks and opportunities embedded in a changing climate go well beyond the natural environment. This course focuses on the intersection between climate change and corporate law, specifically in the areas of compliance/litigation, finance, and governance.

Compliance/Litigation. We will evaluate the current (and rapidly changing) regulatory framework for GHG emissions, including voluntary (SASB, GRI, ISSB) and required (CSRD, and possibly coming SEC) disclosure and the steps that companies and investors must take to meet net zero and carbon neutral targets. We will also review how companies and investors evaluate climate risk using climate risk scenarios and investigate which of the tools introduced by the Task Force for Climate-Related Financial Disclosure are most effective in achieving climate goals. We will examine green-washing and associated risks from employees, shareholders, customers, regulators, and NGOs. And we will further assess the rise of climate litigation and its use as an effective tool for change.

Climate Finance. Current estimates are that $3.5T per year (up from $1.5T) must be invested in climate solutions and infrastructure to have any hope of meeting the 1.5C goal set by the Paris Climate Accord. What are the legal tools available to investors and companies that will help in ensuring that capital dedicated to the goals actually reduces emissions? We will explore new forms for aggregating capital for climate as well as mechanisms that can be employed by asset managers to align financial with climate goals. We will examine the various types of securities - from green bonds to performance-linked bonds to pay-for performance impact securities - that are being employed in this space. Finally, we will review the definitions of "net zero" and "carbon neutral" and the evolving legal framework around the voluntary credit market.

Governance. Finally, we will do a deep dive into corporate governance as a driver of value but more importantly as a driver of climate solutions. We will discuss how boards are - and should be - considering climate change in exercising their oversight over management and operations of public and private companies. We will explore the tools available to management, including golden shares, side car public charities, perpetual trusts, partnership arrangements and licensing models and impact-linked compensation. And we will consider the rise of the public benefit corporation - with dual fiduciary duties - and stakeholder activism - as agents for change.


Attendance at the first class is mandatory for all currently enrolled and waitlisted students; any currently enrolled or waitlisted students who are not present on the first day of class (without prior permission of the instructor) will be dropped. The instructor will continue to take attendance throughout the add/drop period and anyone who moves off the waitlist into the class must continue to attend or have prior permission of the instructor in order not to be dropped.


Exam Notes: (P) Final paper  
Course Category: Business Law
This course is listed in the following sub-categories:
Environmental and Energy Law
Social Justice and Public Interest

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