ClientEarth v Shell Plc & Ors

ClientEarth v Shell Plc & Ors

ClientEarth failed to establish a prima facie case that Shell’s directors acted outside the range of reasonable responses in managing climate risk or that they breached their statutory duties under English law. The evidence was insufficient, lacked admissible expert support, and did not address how the directors’...

Source-derived case information.

Parties
Claimant: ClientEarth; First Defendant: Shell Plc; Defendant: Sir Andrew Stewart Mackenzie; Defendant: Wael Sawan; Defendant: Euleen Yiu Kiang Goh; Defendant: Sinead Gorman; Defendant: Arie Dirk (Dick) Boer; Defendant: Neil Andrew Patrick Carson OBE; Defendant: Ann Frances Godbehere; Defendant: Catherine Jeanne Hughes; Defendant: Jane Holl Lute; Defendant: Martina Therese Sophie Hund-Mejean; Defendant: Abraham (Bram) Schot
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Derivative Claim / Permission to Continue Derivative Claim—reconsideration at Oral Hearing
Outcome
Application for permission to continue derivative claim dismissed; claim dismissed.
Legal Topics
Directors' Duties, Derivative Actions, Climate Risk Management, Corporate Governance, Shareholder Rights
Company Law Environmental Law Directors' Duties Derivative Actions Climate Risk Management Corporate Governance Shareholder Rights

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Parties

ClientEarth

Claimant

Shell Plc

First Defendant

Sir Andrew Stewart Mackenzie

Defendant

Wael Sawan

Defendant

Euleen Yiu Kiang Goh

Defendant

Sinead Gorman

Defendant

Arie Dirk (Dick) Boer

Defendant

Neil Andrew Patrick Carson OBE

Defendant

Ann Frances Godbehere

Defendant

Catherine Jeanne Hughes

Defendant

Jane Holl Lute

Defendant

Martina Therese Sophie Hund-Mejean

Defendant

Abraham (Bram) Schot

Defendant

Procedural Posture

Derivative Claim / Permission to Continue Derivative Claim—reconsideration at Oral Hearing

Legal Issues

  1. 1 Whether ClientEarth established a prima facie case for permission to continue a derivative claim against Shell's directors for alleged breaches of duty relating to climate risk management and compliance with a foreign court order.

Ratio Decidendi

ClientEarth failed to establish a prima facie case that Shell’s directors acted outside the range of reasonable responses in managing climate risk or that they breached their statutory duties under English law. The evidence was insufficient, lacked admissible expert support, and did not address how the directors’ balancing of competing considerations was so unreasonable as to be actionable. The relief sought was too imprecise for enforcement. The application was also tainted by an apparent collateral motive and lack of good faith, given ClientEarth’s minimal shareholding and policy-driven agenda. The court was bound to refuse permission under s.261(2)(a) of the Companies Act 2006.

Court Disposition

Application for permission to continue derivative claim dismissed; claim dismissed.

Orders

  • Application for permission to continue the derivative claim is dismissed under s.261(2)(a) Companies Act 2006.
  • The claim is dismissed.