Law Commons^™

Commonwealth Climate And Law Initiative - Climate Change And Legal Risk, Janis P. Sarra, Cynthia Williams

Cynthia A. Williams

In this presentation, Dr Janis Sarra, Presidential Distinguished Professor and Professor of Law University of British Columbia, outlined the fiduciary obligations of corporate directors and pension fiduciaries as they relate to climate change. Professor Cynthia A. Williams, Osler Chair in Business Law, Osgoode Hall Law School provided an overview of the Task Force on Climate-related Financial Disclosures, highlighted the potential for liability risks in Canada for misleading or inaccurate disclosures relating to climate change, and surveyed the field of current climate-related litigation.

Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Cynthia Williams, Janis P. Sarra

Cynthia A. Williams

The Expert Panel on Sustainable Finance has been commissioned by the Canadian Government to determine how best to generate sustainable finance, a significant challenge given the carbon intensity of Canada’s economy. The Expert Panel has defined sustainable finance as capital flows, risk management activities and financial processes that assimilate environmental and social factors as a means of promoting sustainable economic growth and the long-term stability of the financial system. While there are numerous strategies to be deployed to move Canada to a financially sustainable future, this report addresses two critically important issues: fiduciary obligation of corporate- and pension-fiduciaries, and national …

Disclosure Of Information Concerning Climate Change: Liability Risks And Opportunities, Cynthia A. Williams

Cynthia A. Williams

The Commonwealth Climate and Law Initiative (CCLI) has published two legal research papers on Canadian fiduciary duties and disclosure obligations in the climate change context. In Obligations in Business and Investment: Implications of Climate Change, legal analysis by Dr Janis Sarra, Presidential Distinguished Professor and Professor of Law University of British Columbia, shows that directors, officers and pension fund trustees must identify and address climate-related financial risk or they may be personally liable for breach of their fiduciary obligation or duty of care. In Disclosure of Information Concerning Climate Change: Liability Risks and Opportunities, Cynthia A. Williams, Osler …

Request For Rulemaking On Environmental, Social, And Governance (Esg) Disclosure, Cynthia Williams, Jill E. Fisch

Cynthia A. Williams

Enclosed is a petition for a rulemaking on environmental, social, and governance (ESG) disclosure authored by Osler Chair in Business Law Cynthia A. Williams, Osgoode Hall Law School, and Saul A. Fox Distinguished Professor of Business Law Jill E. Fisch, University of Pennsylvania Law School, and signed by investors and associated organizations representing more than $5 trillion in assets under management including the California Public Employees' Retirement System (CalPERS), New York State Comptroller Thomas P. DiNapoli, Illinois StateTreasurer Michael W. Frerichs, Connecticut State Treasurer Denise L. Nappier, Oregon State Treasurer Tobias Read, and the U.N. Principles for Responsible Investment.

Directors’ Liability And Climate Risk: Canada-Country Paper, Janis P. Sarra, Cynthia Williams

Cynthia A. Williams

The Commonwealth Climate and Law Initiative (CCLI) is examining the legal basis for directors and trustees to take account of physical climate change risk and societal responses to climate change, under prevailing statutory and common (judge-made) laws. These are the first comprehensive legal assessments of the discharge of directors’ duties in the climate context for four Commonwealth common law countries: Australia, Canada, South Africa, and the United Kingdom. These have been complemented by conferences in Australia (August 2016), Canada (October 2017), South Africa (January 2018) and the UK (June 2016).

The national legal papers follow a uniform structure and can …

Comment Letter To The Sec In Response To Its Concept Release On Business And Financial Disclosure Required By Regulation S-K, 81 F.R. 23915, Cynthia Williams

Cynthia A. Williams

The Center for International Environmental Law, Center of Concern, Environmental Investigation Agency-US, Foundation Earth, Friends of the Earth-United States, Greenpeace USA, Rainforest Action Network, and the Sierra Club welcome the opportunity to comment on the recent Securities and Exchange Commission (“SEC”) concept release on “Business and Financial Disclosure Required by Regulation S-K” (“Concept Release”).1In this Comment Letter, we address five issues:(1) the growth of socially-responsible investment (SRI)(Concept Release questions 15, 17); (2) the definition of materiality (question6); (3) the materiality of sustainability information (questions216-23); and (4) the limits of voluntary disclosure initiatives to meet the information needs of today’s investors, …

Text Of Remarks On Panel: Codes Of Conduct And Transparency, Cynthia Williams

Cynthia A. Williams

No abstract provided.

The Emerging Personality Of The American Corporation, Cynthia Williams

Cynthia A. Williams

Reviewing Eric W. Orts, Business Persons: A Legal Theory of the Firm, and Robert E. Wright, Corporation Nation.

Corporate Compliance With The Law In The Era Of Efficiency, Cynthia A. Williams

Cynthia A. Williams

No abstract provided.

The Global Reporting Initiative, Transnational Corporate Accountability, And Global Regulatory Counter-Currents, Cynthia A. Williams

Cynthia A. Williams

In this essay, the Author provides an overview in Part I of some initiatives to require or encourage companies to produce specific ESG data, authored both by governments and by private standard-setters. In Part II, one disclosure initiative in particular will be discussed as an example of a transnational legal order (TLO), as defined by Professors Shaffer and Halliday,13 and that is the Global Reporting Initiative, which has become the benchmark corporate social disclosure framework. Part III identifies a number of significant questions about our knowledge of the real power of information strategies to change corporate behavior, as the GRI …

Triumph Or Tragedy? The Curious Path Of Corporate Disclosure Reform In The U.K., Cynthia A. Williams, John M. Conley

Cynthia A. Williams

No abstract provided.

Assurance Services As A Substitute For Law In Global Commerce, Margaret M. Blair, Cynthia A. Williams, Li-Wen Lin

Cynthia A. Williams

In this article we examine the rapid emergence and expansion of a private-sector compliance and enforcement infrastructure that we believe may increasingly be providing a substitute for public and legal regulatory infrastructure in global commerce, especially in developing countries where rule of law is weak and court systems are absent or inadequate. This infrastructure is provided by a proliferation of performance codes and standards, and a rapidly-growing global army of privately-trained and authorized inspectors and certifiers that we call the "third-party assurance industry." The growth in the third party assurance business has been phenomenal in the last decade. The business …

An Emerging Third Way - The Erosion Of The Anglo-American Shareholder Value Construct, Cynthia A. Williams, John M. Conley

Cynthia A. Williams

No abstract provided.

A Tale Of Two Trajectories, Cynthia A. Williams

Cynthia A. Williams

No abstract provided.

Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams

Cynthia A. Williams

No abstract provided.

Book Review: The Emerging Personality Of The American Corporation, Cynthia A. Williams

Cynthia A. Williams

No abstract provided.

Is There An Emerging Fiduciary Duty To Consider Human Rights?, Cynthia A. Williams, John M. Conley

Cynthia A. Williams

No abstract provided.

Corporate Social Responsibility And Corporate Governance, Cynthia A. Williams

Cynthia A. Williams

Corporate social responsibility has become a subject of growing importance in business and law. Today, no analysis of corporate governance systems would be complete without considering the pressures on companies to be seen as responsible corporate citizens. This chapter first provides a descriptive overview of developments in the field, including increasing voluntary and required environmental, social and governance (ESG) disclosure; and proliferating voluntary and multilateral standards for responsible corporate behavior. This chapter then reviews some of the more significant empirical evidence on the financial results of companies’ implementation of corporate responsibility initiatives, including the effects of such initiatives on innovation, …

Don’T Ask, Just Tell: Insider Trading After United States V. O’Hagan, Kimberly D. Krawiec, Richard W. Painter, Cynthia A. Williams

Cynthia A. Williams

The United States Supreme Court validated the misappropriation theory in United States v. O'Hagan, but unfortunately rendered a confusing opinion that left many questions unresolved. In this article we discuss the history of the Supreme Court's Section 10(b) jurisprudence as it relates to insider trading, giving particular attention to the Court's insistence prior to O'Hagan that "a material misrepresentation or material failure to disclose," not merely a breach of fiduciary duty, must exist to impose liability under Section 10(b). We then discuss the pervasive inconsistencies among lower courts in interpreting the misappropriation theory, and how the O'Hagan decision does little …

The Economic Role Of Finance: A Contribution To The The Kay Review Of Uk Equity Markets And Long-Term Decision Making, Cynthia A. Williams, Frank Jan De Graaf, Keith L. Johnson

Cynthia A. Williams

Assurance Services As A Substitute For Law In Global Commerce, Cynthia A. Williams

Cynthia A. Williams

Corporate Governance And Social Responsibility: A Comparative Analysis Of The Uk And The Us, Cynthia A. Williams

Cynthia A. Williams

Engage, Embed, And Embellish: Theory Versus Practice In The Corporate Social Responsibility Movement, Cynthia A. Williams, John M. Conley

Cynthia A. Williams

Putting The S Back In Corporate Social Responsibility: A Multi-Level Theory Of Social Change In Organizations, Ruth V. Aguilera, Cynthia A. Williams, Deborah Rupp, Jyoti Ganapathi

Cynthia A. Williams

Arthurs_2014_Majeq.Pdf, Cynthia A. Williams

Cynthia A. Williams

No abstract provided.