Abstract:
To address the challenge of climate change requires the concerted efforts of all humanity. Particularly, departmental laws should play a systematic role in coordination and linkage. Since corporate law itself should uphold the value goal of ecological and environmental protection and climate change is a prominent issue within ESG, coupled with the fact that environmental law alone is insufficient to properly resolve the problem, corporate law which regulates the primary economic entities should take climate change problems seriously. However, at present, both the existing and potential corporate law rules for addressing climate change, as well as the nascent legal framework for climate-related information disclosure, have shortcomings. In the future, China's corporate law is necessary to actively respond to climate change by means of legal interpretation or legislative revision. Specifically, an active response to climate change issues may include the following aspects. First, it should establish business judgment rules and provide diversified organizational forms as empowerment paths. Second, it should require institutional investors to exercise responsible management and leverage the shareholder proposal mechanism as a dialogue path. Third, it should impose a duty of care on directors regarding climate change issues and adopt a purposive restrictive interpretation of Article 191 as an accountability path.
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