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We’ve previously discussed Exxon’s court battle with boutique wealth management firm Arjuna Capital. Arjuna brought a climate shareholder proposal against Exxon, prompting Exxon to take the unusual approach of challenging the proposal in federal court rather than appealing to the SEC. The case sent shockwaves through the activist investor community as Exxon refused to relent on the lawsuit even after Arjuna withdrew its proposal. Initially, the court agreed Arjuna could bring such a proposal again, and refused to dismiss the case. However, Arjuna sent a series of letters stating they would not bring further challenges to Exxon on climate grounds – causing the court to declare the matter moot. Cooley covers the events in a recent memo writing:

“In its Order, the Court observed that, while it ‘sympathizes  with  Exxon’s  predicament, its hands  are tied by the  Constitution….Exxon can only sue Arjuna if there’s an ‘actual,  ongoing  controvers[y]’  between  them…. While one remained despite Arjuna’s withdrawal of the 2024 Proposal, none survives its current covenant.’ In that covenant, Arjuna said that it ‘unconditionally  and  irrevocably  covenants  to  refrain  henceforth  from  submitting  any  proposal  for  consideration  by  Exxon  shareholders  relating  to  GHG  or  climate  change,’ which, in the Court’s view paralleled Supreme Court precedent, meeting ‘the  burden  imposed  by  the  voluntary  cessation test’ because it was ‘unconditional and irrevocable.’”

While the courts refused to allow Exxon to crush Arjuna outright, this is a clear win for the oil giant. Arjuna is barred from bringing further climate shareholder proposals against them – a precedent for other firms. It is unclear whether this strategy will be adopted widely by companies looking to fend off shareholder proposals. Given the apparent success of the lawsuit, I wouldn’t be surprised to see more like it in the future. For Arjuna’s part, they’ve made clear that their pursuit of shareholder proposals isn’t over, but they’ll be picking new targets and shying away from Exxon.

Our members can learn more about ESG litigation in the US here.

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The Editor

Zachary Barlow is a licensed attorney. He earned his JD from the University of Mississippi and has a bachelor’s in Public Policy Leadership. He practiced law at a mid-size firm and handled a wide variety of cases. During this time he assisted in overseeing compliance of a public entity and litigated contract disputes, gaining experience both in and outside of the courtroom. Zachary currently assists the editorial team by providing research and creating content on a spectrum of ESG… View Profile