CLIENTEARTH AND THE SHAREHOLDER COMMONS’ UNOPPOSED MOTION FOR LEAVE TO FILE AMICUS CURIAE BRIEF

The brief, submitted by ClientEarth and The Shareholder Commons, opposes efforts by the National Association of Manufacturers (NAM) to eliminate SEC Rule 14a-8. The authors argue that climate change represents a systemic financial risk that is material to all businesses, affecting them through physical damages, transition risks, and litigation. They contend that a divergence of interests exists between corporate managers, who may prioritize short-term gains, and diversified shareholders, who are exposed to broader economic instability (beta risk). The brief asserts that Rule 14a-8 is a critical tool for investor stewardship, allowing shareholders to hold management accountable and mitigate catastrophic systemic risks.

• Climate change is characterized as a systemic financial risk that is material to nearly all investors and companies, rather than an ideological or 'ESG' concern.
• Climate-related financial risks manifest as physical risks, such as floods and wildfires, as well as transition and operational risks including stranded assets, higher insurance rates, and disrupted supply chains.
• There is a fundamental divergence of interests between corporate managers and diversified shareholders regarding systemic risks; managers may prioritize short-term company value and quarterly profits, while diversified investors bear the externalized costs of systemic instability.
• For diversified investors, the performance of the overall economy (beta) is more significant than the performance of individual companies (alpha), making systemic risks like climate change a primary concern for portfolio protection.
• SEC Rule 14a-8 serves as a vital mechanism for investor stewardship, ensuring shareholders can communicate and propose resolutions to mitigate systemic risks that cannot be managed through simple portfolio diversification.
• The brief argues that the National Association of Manufacturers (NAM) misrepresents climate-related proxy advisor recommendations, such as those regarding Scope 3 emissions, to falsely claim that such considerations are unrelated to shareholder value.

APA

ClientEarth (2023). CLIENTEARTH AND THE SHAREHOLDER COMMONS’ UNOPPOSED MOTION FOR LEAVE TO FILE AMICUS CURIAE BRIEF. https://www.clientearth.org/media/m0advek1/2023-09-20-filed-combined-application-and-amicus-brief.pdf

Chicago

ClientEarth. CLIENTEARTH AND THE SHAREHOLDER COMMONS’ UNOPPOSED MOTION FOR LEAVE TO FILE AMICUS CURIAE BRIEF. 2023. https://www.clientearth.org/media/m0advek1/2023-09-20-filed-combined-application-and-amicus-brief.pdf.

Wikipedia

{{cite report |author=ClientEarth |title=CLIENTEARTH AND THE SHAREHOLDER COMMONS’ UNOPPOSED MOTION FOR LEAVE TO FILE AMICUS CURIAE BRIEF |date=20 September 2023 |url=https://www.clientearth.org/media/m0advek1/2023-09-20-filed-combined-application-and-amicus-brief.pdf |access-date=23 October 2026 |via=Climate Insights Directory}}

BibTeX

@techreport{clientearth2023clientearth, author = {{ClientEarth}}, title = {{CLIENTEARTH AND THE SHAREHOLDER COMMONS’ UNOPPOSED MOTION FOR LEAVE TO FILE AMICUS CURIAE BRIEF}}, institution = {ClientEarth}, year = {2023}, month = sep, url = {https://www.clientearth.org/media/m0advek1/2023-09-20-filed-combined-application-and-amicus-brief.pdf}, urldate = {2026-10-23}, note = {Indexed by Climate Insights Directory} }