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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

Deloitte, Ernst & Young, KPMG, and PricewaterhouseCoopers constitute the Big Four accounting firms. It’s no secret that the Big Four have updated their offerings to provide assurance for climate-related disclosures. Additionally, these firms have proven instrumental partners for standard setters. It is common for the Big Four to engage in public feedback with groups like the TCFD and ISSB. Now, anti-ESG is arguing that this behavior violates a number of fiduciary duties and runs afoul of state consumer protection laws. In a recent letter authored by 16 Republican attorneys general, the state officials argue that the Big Four:

“appear to have violated their professional duty of independence by committing to push for climate-related disclosures in financial reporting, contrary to professional standards of materiality, neutrality, and error avoidance. The Big Four also have created potential conflicts of interest that would violate their professional duties of integrity and objectivity through their (1) climate-related commitments, such as requiring climate-related disclosures “independent of a materiality assessment,”1 and (2) financial incentives to push companies to incorporate more detailed and expensive climate-related disclosures into financial reporting. These actions may render the Big Four’s advertising about their claimed independence, integrity, and objectivity deceptive under state unfair and deceptive acts and practices (“UDAP”) laws, and may also violate state contractual provisions requiring compliance with applicable law.”

Threatening letters alleging various violations are a key tool for anti-ESG. We frequently see letters like this one accompanied by interrogatories asking for information on the alleged wrongdoings. Sometimes these issues fizzle out, but other times they result in investigations and ultimately litigation.

Yesterday, I covered a similar correspondence to large credit rating firms. While anti-ESG likely doesn’t have the resources to take on both financial credit rating agencies and the Big Four accounting firms, the letters create pressure that they might choose to pursue costly legal action. That fear may be enough to sway these organizations. However, in the case of the Big Four, giving up their ESG practices would forfeit certain international markets where climate-related reporting is mandatory. This growing section of the global economy needs firms to provide assurance of ESG data. If the Big Four want access to these markets, they’ll need to hold steady against anti-ESG.

Our members can learn more about anti-ESG here.

Interested in a membership with access to the complete range of benefits and resources? 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.

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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