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TheCorporateCounsel

TheCorporateCounsel.net

A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.

DealLawyers

DealLawyers.com

An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.

CompensationStandards

CompensationStandards.com

The “one stop” resource for information about responsible executive compensation practices & disclosure.

Section16.net

Section16.net

Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.

PracticalESG

PracticalESG.com

Keeping you in-the-know on environmental, social and governance developments

Environmental Group Opposes Bio-Fuel Operation …

In California, you tend to think that the public would strongly support environmental advances. Apparently not all the time. This article shows that you can’t always be sure communities will support transition plans from fossil fuels.

AltAir Paramount [in Los Angeles County is] licensed to process up to 3,500 barrels per day of vegetable oils and beef tallow into renewable fuels. From that, it produces biodiesel and jet fuel. 

Now, World Energy, which purchased AltAir in 2018, wants to expand the refinery so that it would be capable of processing up to 25,000 barrels per day of feedstock — a seven-fold increase.

“The project’s proposed increase in throughput at the Refinery will result in significant environmental and health impacts,” the plaintiffs say in their lawsuit, filed in Los Angeles Superior Court. The expansion would result in increased nitrogen dioxide emissions and, perhaps most consequently, an additional 540 diesel truck trips and 50 railcar trips to take the feedstock to the plant and take away the biofuel. 

“Due to these significant environmental impacts, and the location of high-density communities of color and high poverty areas near the refinery and along the pipeline route, the biofuels project would disproportionately impact communities of color and low-income populations in the city and the surrounding areas,” the plaintiffs say in their lawsuit.

… While State Regulators Won’t Approve Plan to Speed Coal Plant Shut Downs …

This piece from Bloomberg shows another surprise:

… the Public Service Commission of South Carolina [is] ordering Duke Energy to keep the coal plants open until 2039—almost a decade longer than a preferred plan pitched by the utility…

The rift between Duke Energy and regulators is an example of the difficulties that can emerge when trying to transform a global energy system dominated by fossil fuels into one that embraces less polluting power sources, with decarbonization, cost and reliability sometimes coming into conflict. The Carolinas disconnect is rare: utilities and regulators often agree on the best path forward, with clean energy advocates pushing for coal retirements and more renewable generation.

“We don’t know where that choice came from,” Kate Mixson, a lawyer with the Southern Environmental Law Center, said in an interview on South Carolina’s decision. “It felt like the commission was playing another sport.”

… Another Now Fights To Save Nukes …

Back in California:

The state, birthplace of the US anti-nuclear movement, is reconsidering plans to close its only remaining set of reactors as California struggles to run its power grid with fewer fossil-fuel plants. It’s a stunning reversal, coming after a decades-long drive to shutter PG&E Corp.’s Diablo Canyon nuclear plant over fears it’s one earthquake away from catastrophe…

It comes as the state has moved aggressively to shutter natural-gas facilities, leaving it in danger of blackouts during heat waves. The U-turn on Diablo Canyon reflects the realization that the threat of outages and the urgency to fight global warming is overshadowing concerns about a potential radioactive disaster.

… And The US Government Wants More Oil Refineries Up and Running

In the midst of trying to move its climate policies forward, the Biden Administration is reportedly:

reaching out to the oil industry to inquire about restarting shuttered refineries, as the White House scrambles to address record high-gasoline prices that are setting off political alarm bells ahead of the midterm elections…

More than 1 million barrels a day of the country’s oil refining capacity — or about 5% overall — has shut since the beginning of the pandemic. Elsewhere in the world, capacity has shrunk by 2.13 million additional barrels a day… And with no plans to bring new US plants online, even though refiners are reaping record profits, the supply squeeze is only going to get worse.

Our view: You just don’t know where opposition or support for energy transition will come from and you can’t rely on assumptions or prior actions by stakeholders. Companies need to have an on-going stakeholder outreach, engagement or monitoring program to help prevent surprises like these. Changes in stakeholder priorities/direction can also have a significant impact on the assumptions your company embeds in carbon management planning, especially where – like three of these examples – they involve power utilities and corporate Scope 2 emissions plans.

China: Economic Growth Explicitly Prioritized Over “Minor” Labor Violations

The Financial Times reported that

Local governments across China are turning a blind eye to labour violations in an attempt to boost the economy by helping struggling businesses. Dozens of cities and provinces have recently announced reprieves for “minor” breaches, such as forcing employees to work dangerously long hours or gender and ethnic discrimination during the hiring process…

Last month in eastern Jiangsu province, an economic and export powerhouse bordering Shanghai, human resources and social security officials said they would refrain from holding employers accountable for 16 “light” crimes. That included the confiscation of workers’ ID cards to make it harder for them to leave and forcing applicants to pay a fee to apply for jobs. The initiative, according to a statement from Jiangsu’s human resources and social security department, would help “stimulate entrepreneurship, improve law enforcement and create a stable, equitable and predictable business environment”. 

Our view: This throws a monkey wrench in responsible purchasing programs/efforts, especially for US companies with major ESG commitments. Who knows how long China will give a pass to labor violations at manufacturing plants. Granted, there have been claims for decades that such problems are more prevalent than corporate social responsibility (CSR) programs and auditors have found. This time, though, they may be more in the open – at least for a time. This will be an interesting situation to monitor. I don’t envy those CSR/ESG folks who find themselves rethinking business relationships with Chinese suppliers.

Adam Neumann’s Hot Air

WeWork founder and former CEO Adam Neumann has launched a blockchain start up according to this from Intelligencer.

Reuters reported Tuesday that he’s the force behind Flowcarbon, a trading platform that, in its own words, “operates at the intersection of the voluntary carbon market and Web3, leveraging blockchain to scale climate change solutions.” To translate: Companies can buy a credit on the lightly regulated carbon-offset market through a cryptocurrency called the Goddess Nature Token as a way to make it seem as if they are helping the environment. Great. In theory, this will make it easier and less costly to trade the credits on a market — all Neumann’s company wants in return is a 2 percent cut…

Neumann’s company doesn’t really address any of [carbon market’s current problems with fraud and quality], but it does have backing from investors such as Andreessen Horowitz’s crypto arm, and the deck has input from McKinsey. Really, what he’s trying to do here is to make it cheaper and easier for the companies most likely to need carbon credits — like those in finance, insurance, and energy — to buy them. It’s entirely possible the market could develop into something that has more accountability to it. For now, though, Neumann doesn’t appear to be elevating the world’s consciousness as much as he is making the planet look greener than it really is.

Our view: Um, where to start… The pitch deck is certainly snazzy. Lots of cool sounding buzzwords that made me think this is smart stuff. But I can’t help thinking that is a diversion – putting lipstick on the pig of a market fraught with fundamental concerns about the quality of the offsets. Those concerns don’t appear to be addressed as a key program element. The blockchain trading platform concept is sexy (not unique to Flowcarbon, but still sexy). The thing is, if it simply enables faster, more efficient or cheaper trading of fake or garbage offsets, some might call it a scam. I got a chuckle out of the fact that the deck lists their “extensive experience selling voluntary credits to museums and art galleries” – since yeah, those are a major and sophisticated market for carbon offsets. Finally, it seems to me that if you are entering into a market where fraud, scams and failures are filling in the headlines at the moment, is it a good idea to have a controversial founder at the helm in the first place? Color me highly cynical.

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The Editor

Lawrence Heim has been practicing in the field of ESG management for almost 40 years. He began his career as a legal assistant in the Environmental Practice of Vinson & Elkins working for a partner who is nationally recognized and an adjunct professor of environmental law at the University of Texas Law School. He moved into technical environmental consulting with ENSR Consulting & Engineering at the height of environmental regulatory development, working across a range of disciplines. He was one… View Profile