Corporate Environmental Liability

Corporate environmental liability is a significant area of concern not only for those corporations engaged in activities which exhibit environmental risk but society as whole. An efficient, effective liability regime must be present to ensure that corporations do not shirk their financial liabilities. The environmental liability of corporations has evolved within the CSR discourse over the past few decades. In the traditional business model, environmental protection was considered only in relation to the "public interest" which fell solely in the ambit of governments responsibility to ensure environmental management and conservation. However, recently, the private sector has adopted the approach of co-responsibility towards the prevention and alleviation of environmental damage. With the rise of the CSR discourse over the past few decades, stakeholders of the corporate constituency increasingly require private organizations to become more environmentally aware and socially responsible. The private sector is now more active in the protection of the environment. Along with governments, many corporations, and big companies are providing strategies for environmental protection and economic growth. In recent years, an increasing number of companies have pledged to protect natural environments. The course draws attention to the conflicting goals of corporate law (i.e. the limitation of liability) and environmental law (i.e. ensuring that polluters pay for damage caused) and encourages students to consider and develop solutions to this problem. Whilst the course focuses on UK, EU and international environmental law, many of the concepts covered are relevant to other jurisdictions.

By the end of this module the student should be able to:

1. Identify and demonstrate the applicable national and international law of corporate environmental liability, as they relate to practical circumstances and scenarios.
2. Apply the applicable corporate environmental liability law to solve practical problems that may arise in areas of environmental liability and/or analytically discuss the rules/issues involved
3. Make considered decision or advise other people on matters of corporate environmental liability
4. Develop / enhance professional expertise, the academic abilities, personal qualities and transferable skills

1 Business organisations

- what is meant by business organisations</li> - types of business organisations and their nature</li> - sole traders</li> - partnerships</li> - Companies</li> - Third sector organisations</li> </ul>

2 Incorporated companies

- background and historical development</li> - types of companies</li> - formation of companies</li> - principles of company law</li> - separate corporate personality</li> - Limited liability </li> - lifting the corporate veil</li> - majority rule</li> </ul>

3 Corporate structure, running and winding up

- Corporate power</li> - Corporate capacity</li> - Limitation of directors' powers</li> - Duties of directors</li> - Corporate liability</li> - Dissolution and winding up</li>

4 The corporate environmental tort liability

- Rules of attribution</li> - Agency analysis</li> - Vicarious liability</li> - Defects of legal capacity</li> - Personal liability of directors/managers/officers</li> - Primary rules of attribution</li> - Special rules of attribution </li> - The identification doctrine or the alter ego principle</li> - Lennard's Carrying Co v Asiatic Petroleum (1915)</li> - Division of liabilities between company and directors/managers</li> - Organic attribution</li> - Habitats</li> - Air pollution</li> - Landfill Tax and Deposit of Biodegradable Material</li> - The Wildlife and Countryside Act (1981)</li> </ul>

5 The corporate environmental criminal liability

- Statutory corporate criminal offence such as offences under the Bribery Act 2010 and the Criminal Finances Act 2017</li> - The Corporate Manslaughter and Corporate Homicide Act of 2007</li> - Regulatory offences of vicarious liability</li> - The identification doctrine - the 'directing mind and will' test</li> - Environment crimes</li> - Nuisance</li> - Environment Act 1995</li> - The Wildlife and Countryside Act (1981)</li> </ul>

6 Corporate governance, stakeholder theories and CSR,

- Corporate governance models</li> - Corporate governance theories</li> - shareholder governance</li> - managerial governance </li> - stakeholder theories</li> - corporate social responsibility</li> - corporate constituency and citizenship</li> </ul>

7 EU environmental legislation

- Article 191(2) of the Treaty on the Functioning of the European Union (TFEU) </li> - The precautionary principle</li> - The prevention principle</li> - The rectification at source principle</li> - The polluter pays principle</li> - The integration principle: environmental protection is integrated into all other policy areas in line with promoting sustainable development. </li> - the Court of Justice of the European Union</li> - the role of national courts</li> - Infringement and financial penalties - Art 260 TFEU</li> </ul>

8 International environmental liability

- The concept of global citizenship </li> - The shortcomings of traditional legal solutions</li> - International regimes on civil liability for environmental damage</li> - International environmental crimes</li> - International environmental protection v the protection of international (foreign) investment</li> - Relevance of international human rights law</li> - Emerging international environmental standards </li> - Environmental integration</li> - Prevention</li> - Precaution</li> - Disclosure of environmental information</li> - The OECD Guidelines</li> - Climate Change Liability</li> - UN draft Code of Conduct on Transnational Corporations</li> </ul>

9 Corporate environmental liability in multinational groups

- Parent liability for subsidiaries</li> - From piercing the veil to parent company duties</li> - Duty of Care in Corporate Groups</li> - Chandler v Cape and AAA v Unilever</li> - Suing Parent Companies in Their Home State</li> - Transnational Corporate Liability for Environmental Damage</li> - UN draft Code of Conduct on Transnational Corporations</li> </ul>

10 The future of corporate environmental liability

- Challenges of environmental protection from the perspective of international, - European and national law</li> - Global citizenship</li> - Environmental justice</li> - Human Rights and the Environment</li> - Harmonisation of environmental law</li> </ul>