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Transition Laws Insights: legal and climate risks of non-compliance

Failure to properly account for climate impacts in corporate financial statements exposes businesses to severe consequences, ranging from negligence to fraud, criminal liability, and director disqualification. In a context of heightened scrutiny from regulators, investors, and NGOs, understanding these implications is essential for boards of directors, enabling them to engage expert legal support.

Why disclosure and consistency represent the primary legal risk front

Investors and regulators are increasingly focused not only on formal compliance with regulations but also on the quality and completeness of climate risk information. The International Accounting Standards Board (IASB) has strengthened its guidance in recent years, requiring specific illustrations and clarifications to help companies effectively communicate the nature and extent of Transition Laws' impacts on financial statements.

Accurate disclosure enables companies to:

  • Demonstrate their serious commitment to climate transition
  • Provide transparency on assumptions and valuation estimates
  • Reduce reputational and litigation risks from erroneous or incomplete information
  • Facilitate more informed investment decisions by stakeholders

Financial statement notes must therefore include details on adopted accounting policies, methodologies and assumptions used for impairment testing or liability valuation, climate scenario sensitivity analyses, and consistency between reported figures and corporate transition plans.

The importance of consistency with narrative reports

Simply including information in financial statement notes is insufficient if external presentation documents (sustainability reports, management reports, investor communications) present a different or contradictory narrative. The IFRS Foundation and national regulators emphasize the need for integrated and coordinated information that builds trust. Breaches of this consistency principle can raise doubts about financial reporting quality, undermining corporate credibility and increasing legal and regulatory risks.

Consequences of non-compliance

The following outlines key repercussions for entities failing to align financial statements with IFRS requirements on climate risks:

  • Negligence and negligent misstatement: Material errors or omissions in financial statements may constitute civil liability for damages to third parties, including investors relying on unreliable data.
  • Fraudulent and negligent misrepresentation: Misleading statements about climate risks, such as understating impairment on carbon-intensive assets, expose companies to criminal charges.
  • Disqualification: Directors may face disqualification from office for breach of fiduciary duties.
  • Breach of fiduciary duties: Directors' diligence obligations include proper representation of material risks, including climate-related risks.

van Berings assists businesses in verifying IFRS compliance related to Transition Laws, with a focus on litigation risks, ESG policy development, and regulatory defense. We provide legal advisory services to mitigate non-compliance exposures.


DISCLAIMER: the content of this news is for informational purposes only and neither represents, nor can be construed as a legal opinion