July 2025 – Resilient LLP (formerly DeMarco Allan LLP)

We are pleased to announce the release of Resilient LLP’s legal opinion, Nature-related risks and the duties of directors of Canadian corporations, commissioned and published by the Commonwealth Climate and Law Initiative (CCLI) and co-authored by Lisa DeMarco and DT Vollmer. Read the Executive Summary with the full text of the legal opinion available on the CCLI website here. CCLI’s press release is also available here. The legal opinion provides guidance on the legal obligations of directors of Canadian for-profit corporations in relation to nature-related risks and outlines how such risks fall within directors’ legal duties under Canadian law: Nature-related risks fall within core legal director duties. Under the Canada Business Corporations Act, directors must oversee foreseeable and material nature-related risks under established duties of care and loyalty. This includes physical (e.g. wildfires), transition (e.g. regulation), and systemic (e.g. ecosystem collapse) nature-related risks. Inaction could expose boards to liability. Directors who fail to identify or respond to material nature-related risks could face a wide range of legal action including claims for breach of duty, shareholder or creditor lawsuits, regulatory enforcement for misleading disclosure, greenwashing and consumer protection claims, negligence or nuisance suits, and liability for failing to respect Indigenous rights. Governance expectations are rising. Directors are not expected to be environmental experts, but they must be reasonably informed. Courts will expect boards to demonstrate a reasoned, informed, and well-documented approach to nature-related risks. Overseeing these risks is both a legal and strategic imperative. Effective governance means understanding the corporation’s nature-related dependencies and impacts, engaging relevant stakeholders and Indigenous rightsholders, and integrating nature into boardroom decision-making. Key expert insights: Lisa DeMarco, Senior Partner and CEO, Resilient LLP, and lead author of the legal opinion: “This opinion makes the legal position clear. Directors don’t need to be expert scientists or activists, but…

The International Court of Justice (ICJ) today released its unanimous advisory opinion on obligations of States in respect of climate change (the Advisory Opinion). The Advisory Opinion, delivered by Judge Yuji Iwasawa and non-binding, determined that States may face legal consequences under international law for failing to meet their obligations to address climate change and protect the environment. This bulletin briefly summarizes background information, key findings of the Advisory Opinion, and highlights from separate opinions of ICJ judges delivered alongside the Advisory Opinion. Background. On 29 March 2023, the General Assembly of the United Nations adopted a resolution requesting the ICJ to give an advisory opinion on the following questions: (a) What are the obligations of States under international law to ensure the protection of the climate system and other parts of the environment from anthropogenic emissions of greenhouse gases (GHG) for States and for present and future generations? (b) What are the legal consequences under these obligations for States where they, by their acts and omissions, have caused significant harm to the climate system and other parts of the environment, with respect to: (i) States, including, in particular, small island developing States, which due to their geographical circumstances and level of development, are injured or specially affected by or are particularly vulnerable to the adverse effects of climate change? (ii) Peoples and individuals of the present and future generations affected by the adverse effects of climate change? Key findings. Key findings of the Advisory Opinion in response to question (a) include: International climate change treaties, including the United Nations Framework Convention of Climate Change (UNFCCC), Kyoto Protocol (KP) and the Paris Agreement (PA), set forth binding obligations for States parties to ensure the protection of the climate system and other parts of the environment from anthropogenic GHG emissions. Customary international law sets forth obligations for States to ensure the…