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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

A foundational piece of Anti-ESG legislation has been dismantled. Texas’ 2021 ESG investment law allowed the state comptroller to create a “banned list” of financial firms that the state considered to be “boycotting” the fossil fuels industry. State entities, including pension funds, were banned from doing business with any of the listed firms. A judge for the Western District of Texas found the law unconstitutional for two reasons. The first discussed in the Opinion is a First Amendment violation:

“SB 13 violates the First Amendment because it is facially overbroad. A statute is overbroad when it purports to burden only non-constitutionally protected activities, but ‘includes within its scope activities which are protected by the First Amendment…’ SB 13’s application to protected speech is ‘substantial,’ both in absolute terms and ‘in relation to the statute’s plainly legitimate sweep…’ For this reason alone, the law is unconstitutional and unenforceable.”

Additionally, the judge found that the law violates the Fourteenth Amendment by being overly vague:

“A law is unconstitutionally vague in violation of the Due Process Clause when it ‘either forbids or requires the doing of an act in terms so vague that men of common intelligence must necessarily guess at its meaning and differ as to its application…’ SB 13 is impermissibly vague in violation of the Fourteenth Amendment because it fails to provide persons of ordinary intelligence a reasonable opportunity to know what conduct is prohibited and does not provide explicit standards for determining compliance with the law. Thus, the law is unconstitutional and unenforceable.”

Texas will likely appeal the decision, but the win is still monumental. This law was one of the earliest passed by the anti-ESG movement and was instrumental in coercing major financial firms to abandon climate pacts and commitments. Anti-ESG is racking up losses in courts across America. However, several big questions remain, including the pending antitrust litigation in Texas against BlackRock, State Street, and Vanguard. If anti-ESG finds no success in the courtroom, will corporations rethink their ESG retreat? After all, climate risks aren’t going to manage themselves.

Our members can learn more about ESG litigation here.

If you’re not already a member, sign up now and take advantage of our no-risk “100-Day Promise” – during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. But it will probably pay for itself before then. Members also save hours of research and reading time each week by using our filtered and curated library of ESG/sustainability resources covering over 100 sustainability subject areas – updated daily with practical and credible information compiled without the use of AI.

Practical Guidance for Companies, Curated for Clarity.

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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 PracticalESG.com editorial team by providing research and creating content on a spectrum of ESG… View Profile