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12 May 2023

Mark Segal, ESG Today

UK: High Court denies ClientEarth's shareholder climate claim against Shell's Board of Directors

"UK High Court Dismisses Climate Lawsuit Against Shell Directors", 12 May 23

A climate-focused legal action against the board of directors of energy giant Shell in the UK will not be permitted to proceed, the High Court ruled Friday.

The lawsuit, launched in February by environmental law organization ClientEarth argued that Shell’s energy transition strategy was flawed, putting shareholder value at risk, and asked the court to order the board to strengthen the company’s climate plans. The suit was the first of its kind seeking to hold corporate directors personally accountable to prepare for the energy transition.

In a statement released following the ruling, a Shell spokesperson said:

“This is the right outcome. The court has clearly found that ClientEarth’s claim is fundamentally flawed and has dismissed it… Our Directors have always complied with their duties and acted in the company’s best interests.”

The legal action claimed that the Directors’ duties to promote the success of the company and to exercise reasonable care, skill and diligence included several climate-related duties, including adopting strategies likely to meet the company’s targets to mitigate climate risk.

In the ruling by Mr Justice Trower…the judge added:

“The formulation of these incidental duties makes plain that they seek to impose specific obligations on the Directors as to how the management of Shell’s business and affairs should be conducted, notwithstanding the well-established principle that it is for directors themselves to determine (acting in good faith) how best to promote the success of a company for the benefit of its members as a whole.”

The judge also pointed out in the ruling that ClientEarth’s very small stake in Shell, holding only 27 shares, “gives rise to a very clear inference that its real interest is not in how best to promote the success of Shell for the benefit of its members as a whole.”...

...ClientEarth Senior Lawyer Paul Benson that the organization was “surprised and disappointed by the Court’s decision.”

Benson added:

“We are currently reviewing the terms of the Court’s judgment in full, and considering our next steps in the proceedings accordingly.”