Panel 4: Adaptation Duties in the Boardroom

Corporate fiduciary duties provide a broad set of flexible background principles that, at least in theory, require directors and officers to respond to changing circumstances and risks in the real world. These duties are tempered by the “business judgment rule,” a doctrine that generally restrains courts from second-guessing the informed and impartial business decisions of corporate directors and officers. However, this deference is not unqualified, and a significant body of legal scholarship has identified, assessed, and debated climate-related fiduciary duties under corporate law, in the United States and elsewhere.

As companies increasingly grapple with the physical impacts of climate change, and the accompanying legal and societal response, what might fiduciary duties mean for corporate climate adaptation? How are directors and officers responding to these theoretical legal debates in the real world? Are these corporate law debates helping, or hindering, climate action?