- within Environment topic(s)
- with Inhouse Counsel
- in United States
- with readers working within the Environment & Waste Management industries
Background
Greenwashing has dominated corporate and regulatory conversations in recent years. From the introduction of new Competition Act provisions targeting misleading environmental claims to subsequent government efforts to recalibrate those rules after unintended consequences, the regulatory landscape has been in flux.
The Alberta Securities Act has historically provided safe harbours for certain disclosures, such as forward-looking information, offering issuers protection when they meet prescribed criteria (including using prescribed cautionary language, outlining material assumptions, etc.). However, no comparable protections existed for climate-related disclosures. This gap became evident earlier this year when a climate-focused investor advocacy group filed a greenwashing complaint with the Alberta Securities Commission (ASC), alleging securities law violations tied to climate-related statements, rather than pursuing remedies under the Competition Act.
Although the ASC has paused its work on mandatory climate disclosure requirements, the need for legislative evolution was clear: issuers making voluntary disclosures should not face disproportionate liability for good-faith efforts to communicate environmental goals and progress.
Key Securities Act Amendment
On December 11, 2025, the Government of Alberta passed Bill 12: Financial Statutes Amendment Act, 2025 (No. 2), enacting Securities Act amendments put forward by the ASC. Among its notable changes, the amendments authorize the creation of regulations specifying circumstances in which persons or companies will not be liable, explicitly including for climate-related disclosures.
This amendment introduces a critical safe harbour framework for statutory liability under the Securities Act, aligning securities law with the realities of ESG reporting and providing issuers with greater certainty when communicating environmental goals and progress. While regulations are forthcoming, this legislative shift signals a more balanced approach: encouraging transparency without penalizing good-faith efforts.
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