ESG披露和证券诉讼风险：英国董事会和金融部门现在应该做什么？

2. Why ESG May Become the Executive Summary UK-listed companies and financial sector participants are likelyentering a new phase of securities litigation exposure. Three The likely trigger for future claims is not merely a change inlegal framework. It is the growing importance of sustainabilityinformation to investor decision-making, valuation narratives •Environmental, social and governance (ESG) disclosures arebecoming structured, evidence-based datasets rather than That creates a more attractive landscape for claimant firmsand litigation funders for several reasons. •UK sustainability disclosure architecture is tighteningthrough overlapping regimes: Financial Conduct Authority(FCA) anti-greenwashing and Sustainability DisclosureRequirements (SDR) (within their perimeter), listed-company First, sustainability and transition statements are increasinglyrepeated across formal and informal channels, includingannual reports, prospectus-type documents, investor Second, many such statements are inherently vulnerableto hindsight challenge because they involve forecasts, •Litigation under sections 90 and 90A of the FinancialServices and Markets Act 2000 (FSMA) (and since 19January 2026 regulation 30 of the Public Offers andAdmissions to Trading Regulations 2024 (POATR)) is Third, claimant firms and litigation funders have alreadyshown willingness to pursue large UK securities claims wherethe economics support group proceedings and externalfunding. As the market becomes increasingly familiar with Together, these trends increase the risk that ESG disclosures,especially forward-looking sustainability and transitionstatements, become a significant source of UK securities The point is not that every climate or ESG statement willgenerate a claim. It is that the combination of more data, greatercomparability, more public repetition and stronger investor focus 1. ESG Disclosures Are No LongerNarrative; They Are Evidence 3. Why FSMA and POATR Are the NaturalLegal Framework for ESG Claims Regulatory and market practice increasingly require ESG •Structured The legal regimes matter because they provide the routesthrough which sustainability-related disclosure disputes •Comparable •Useful for decision-making POATR Regulation 30 and Legacy s.90 FSMA –Capital-raising Risk •Capable of external challenge Climate pathways, emissions metrics, transition plans andsustainable product descriptions are now expected to besupported by documented assumptions, methodologies,controls and governance. ESG disclosures are accordingly Where ESG and transition narratives appear in offering oradmission documents, they may now give rise to claims For new in-scope prospectus-type documents from19 January 2026, the relevant compensation provisionis regulation 30 POATR. For older prospectuses and listing The core question for any future litigation is often simple: whatevidence existed for this statement when it was published? 5. Why ESG Creates Distinct Litigation Dynamics In practical terms, the risk areas are familiar: •Untrue or misleading statements ESG and transition statements are particularly sensitivebecause they often combine present fact, methodological •Material omissions •Sustainability credentials used to support capital raising •Transition or green financing narratives Forward-looking Content •Use-of-proceeds language tied to ESG outcomes Net-zero targets, transition pathways and scenario modellingare inherently predictive and vulnerable to hindsight challenge. One important feature of the new POATR regime is theavailability and treatment of protected forward-lookingstatements. Where the statutory conditions are met, amore issuer-friendly liability standard applies. However, this Methodological Judgment Metrics such as financed emissions and product sustainabilitycharacteristics often depend on assumptions, proxy data andevolving standards. Disputes may focus less on numerical s.90A FSMA – Potentially theMain ESG Battleground Cross-functional Ownership For annual reports, results announcements and otherpublished information falling within the statutory framework,s.90A and Schedule 10A of FSMA remain the main route for Legal, finance, sustainability, risk, compliance and investorrelations teams all shape ESG disclosures. Without clearownership, governance fragmentation can create This is likely to be especially important for ESG and transitiondisclosures because that information is increasingly Volume of Disclosure More touchpoints mean more litigation risk. Annualreports, transaction documents, investor materials, productdisclosures and public statements can drift unless managed That said, investors’ reliance on published informationremains a central hurdle for many s.90A claims, and this areaof the law continues to develop. Accordingly, this does notreduce the practical risk for issuers, as unsettled law can 6. Why This Matters for the Financial Sector Financial institutions are not just