Panel 3: For Whose Benefit? Climate Corporate Governance after McRitchie v. Zuckerberg

The New Climate Fiduciaries Colloquium was held on February 21, 2025, at Columbia Law School, hosted by the Sabin Center for Climate Change Law and the Millstein Center for Global Markets and Corporate Ownership, in partnership with the European Corporate Governance Institute.

The McRitchie v. Zuckerberg decision, discussed in the third panel moderated by Jeffrey Gordon, featured panelists Rick Alexander, Amanda M. Rose, and Roberto Tallarita, and sharpened this tension. In reaffirming that directors owe duties only to their own corporation—not to diversified shareholders—it exposed a legal architecture that may be fundamentally incompatible with systemic stewardship.
Critics argued that this firm-first model rewards externalisation, even as investors bear the costs. Defenders cautioned against judicial overreach, insisting that fiduciary duty must remain anchored in corporate purpose. But the broader dilemma remains: how can a governance system built on firm-level optimisation manage risks that are global, cumulative, and interdependent?