Issue - November 25, 2025

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Good morning. It’s Tuesday, November 25, and this week’s ESG Litigation Weekly covers Meta’s $190 million settlement over Facebook privacy oversight, Tyson Foods’ agreement to halt its “net zero” and “climate-smart beef” claims, a U.S. appeals court decision pausing California’s climate risk reporting law while leaving its emissions disclosure rule intact, and more.

⚖️ ESG Casefile

Meta Directors Reach $190 Million Settlement Over Privacy Oversight Claims
Mark Zuckerberg, current-, and former Meta directors have agreed to pay $190 million to the company to resolve a shareholder derivative suit alleging they damaged Meta by failing to prevent Facebook user privacy violations tied to the Cambridge Analytica scandal. Shareholders had sought $8 billion and accused directors of weak oversight, which they said led to multibillion-dollar fines and legal costs. The deal, funded by directors’ and officers’ liability insurance, also requires governance reforms on director conduct, insider trading, and whistleblower protections.
🔗 Read more → Reuters

Glunt Industries Settles EEOC Sex Discrimination and Retaliation Case
Glunt Industries, an Ohio machining company, has agreed to pay $2 million and provide other relief to settle a lawsuit alleging systemic sex discrimination in hiring and retaliation filed by the U.S. Equal Employment Opportunity Commission (EEOC). The EEOC said Glunt Industries denied production jobs to women since at least 2018 and failed to provide women’s restrooms on the plant floor at any facility. The suit also alleged that the company retaliated against its HR director for hiring two female project managers, then fired them and replaced them with men. A two-year consent decree provides monetary relief, training, monitoring, and hiring-related remedies.
🔗 Read more → EEOC

Belgian Farmer and NGOs Sue TotalEnergies Over Fossil Expansion and Climate Harm
The trial of the first climate case in Belgium against a multinational company has opened as farmer Hugues Falys and three NGOs face TotalEnergies in the Tournai Commercial Court. They are seeking compensation for farm damages and an order for the company to cease investing in new fossil fuel projects. The plaintiffs argue that TotalEnergies is responsible for climate-driven impacts such as heatwaves and droughts, and highlight its role in 30 alleged “carbon bombs” and over 100 new extraction projects. They also point to recent climate and greenwashing rulings involving TotalEnergies that they say bolster their case.
🔗 Read more → The Farmer Case

Lawsuit Challenges Trump Administration’s Gulf Offshore Oil Lease Sale
Gulf and environmental groups have sued the Trump administration over its plan to auction 80 million acres for offshore oil and gas drilling in the Gulf of Mexico without complying with the National Environmental Policy Act (NEPA). The complaint says the Interior Department’s Bureau of Ocean Energy Management (BOEM) skipped required environmental review of spill risks, impacts on Gulf communities, and threats to endangered Rice’s whales, despite decades of precedent. Plaintiffs ask the court to block lease issuance and on-the-ground activities until BOEM conducts a full NEPA analysis and public engagement.
🔗 Read more → Earthjustice (Press Release, Court Filing), Gulf of America OCS Oil and Gas One Big Beautiful Bill Act Lease Sale 1

🏛️ Regulatory Developments

Appeals Court Pauses California Climate Risk Reporting Law but Leaves Emissions Rule Intact
A U.S. appeals court has temporarily blocked a California law (SB 261) requiring large companies doing business in the state to report every two years on how climate change could affect them financially, while allowing a separate emissions disclosure law (SB 253) to proceed for now. The paused SB 261 statute, signed in 2023, applies to firms with more than $500 million in annual revenue, and state regulators estimate about 4,100 businesses are covered. The SB 253 emissions reporting law targets companies with more than $1 billion in revenue. The U.S. Chamber of Commerce plans to continue its constitutional challenge to secure an injunction of both climate disclosure laws.
🔗 Read more → The Associated Press, Court Order (via U.S. Chamber of Commerce)

EU Council Adopts Mandate to Negotiate with the Parliament on EUDR Simplification and Delay
The EU Council has adopted its negotiating mandate for a targeted revision of the deforestation-free products regulation (EUDR), aiming to simplify due diligence and postpone application dates. Under its position, the rules would apply from December 30, 2026, for medium and large operators, and from June 30, 2027, for micro and small operators. Only the operators first placing products on the market would submit due diligence statements, while micro and small primary operators would file a one-off simplified declaration. The Council will now begin talks with Parliament.
🔗 Read more → Council of the EU (Press Release, Negotiating Mandate on the Revision of EUDR)

EU Commission Proposes Simpler SFDR Rules and New ESG Product Categories
The European Commission has proposed amendments to the Sustainable Finance Disclosure Regulation (SFDR) to make transparency rules for ESG products simpler, more efficient, and easier for retail investors to understand. The package would streamline entity-level impact disclosures to avoid overlap with the Corporate Sustainability Reporting Directive (CSRD) and significantly reduce product-level reporting requirements. It also introduces three voluntary categories for ESG products: Sustainable, Transition, and ESG Basics. They come with portfolio thresholds and exclusions for harmful activities. ESG claims in names and marketing would be reserved for categorized products to curb greenwashing.
🔗 Read more → European Commission (Press Release, Legislative Proposal, Executive Summary of the Impact Assessment Accompanying the Proposal, Q&A on SFDR)

SEC to Sit Out Most Rule 14a-8 No-Action Requests This Proxy Season
The U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance will largely refrain from issuing no-action responses on shareholder proposal exclusions for the 2025-2026 proxy season, including many ESG submissions. Citing resource constraints after the recent government shutdown, a backlog of other filings, and an extensive body of existing guidance, staff will generally decline to opine on companies’ plans to omit proposals, except where exclusion is sought under Rule 14a-8(i)(1) on the basis that a proposal is improper under state law. The move follows SEC Chair Paul Atkins’s recent remarks on precatory shareholder proposals and state-law limits on stockholder voting rights, creating new uncertainty for investors and issuers.
🔗 Read more → ESG Dive, SEC Statement

Lithuania’s Seimas Approves New Measures Against Greenwashing
Seimas has approved amendments to the Civil Code (Draft No. XVP-468(2)) and the Law on the Prohibition of Unfair Commercial Practices (Draft No. XVP-469(2)), transposing Directive (EU) 2024/825 on consumer empowerment for the green transition. The changes aim to help consumers make informed choices by requiring clear information on product durability, reparability, and other sustainability aspects, and by distinguishing legal and commercial guarantees, including a new durability guarantee. The law also expands the list of unfair practices to cover misleading environmental claims and deception about early product wear. The revised rules take effect on September 27, 2026.
🔗 Read more → Seimas of the Lithuanian Republic, Draft No. XVP-468(2), Draft No. XVP-469(2)

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🧼 Greenwashing Watch

Tyson Foods Settles Suit Over “Net Zero” and “Climate-Smart Beef” Claims
Tyson Foods has agreed to stop making “net zero” and “climate smart beef” claims for five years under a settlement with the Environmental Working Group in D.C. Superior Court. The lawsuit alleged Tyson misled climate-conscious consumers under the D.C. Consumer Protection Procedures Act by promoting ambitious emissions targets without credible plans or sufficient action. Going forward, Tyson cannot make similar claims unless they are substantiated by robust, verifiable evidence. Advocates call the deal a key step against climate-related greenwashing in the beef sector.
🔗 Read more → Environmental Working Group (Press Release, Settlement Agreement)

Amazon Escapes Greenwashing Suit as Supreme Court Declines Section 230 Case
Amazon has fended off a greenwashing lawsuit after the U.S. Supreme Court declined to hear a case challenging its protections under Section 230 of the Communications Decency Act. Printer cartridge remanufacturer, Planet Green Cartridges, had sought $500 million, alleging Amazon’s algorithms promoted third-party listings that falsely advertised new imported cartridges as remanufactured or recycled, driving billions in sales and unfair competition. The Ninth Circuit dismissed the case in March, holding Amazon could not be held liable for claims written by third-party sellers, leaving Section 230 protections intact.
🔗 Read more → Mashable, Supreme Court’s Order List

💡 Insight of the Week

Linking Executive Pay to Credible Climate Action
Boards are under growing pressure to turn net-zero pledges into real decarbonization by linking executive pay to climate performance. An IMD article highlights that regulations such as the EU’s CSRD, rising physical and transition risks, and the need for long-term resilience make climate accountability a core fiduciary issue. While research on Italian listed firms in the FTSE All-Share Index indicates 43.7% of companies consider environmental metrics in CEO pay, only 20.4% include environmental metrics in both annual bonus and long-term incentive of the CEO, suggesting climate metrics are often used only in short-term bonuses. More importantly, these climate-related incentives carry just modest financial weight. The authors urge boards to strengthen sustainability governance and embed meaningful, outcome-based climate targets in both annual and long-term incentives.
🔗 Read more → I by IMD

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