Luis Armando Martínez (UCLA School of Law), Delaware Corporate Law as Geoengineering Regulation, Rutgers Bus. L. Rev., Spring 2026, at 1 on SSRN. Here is the abstract:
As climate impacts worsen, it is vital to identify the laws poised to govern corporate technological interventions. Arguably the most viable form of solar radiation modification, stratospheric aerosol injection (SAI) is rapidly entering the public fray but lacks tailored regulation.
This article is the first to analyze Delaware corporate governance law as the de facto legal regime set to regulate American corporate geoengineering. Delaware corporate law, specifically the duty of oversight rooted in fiduciary duty doctrine, ranks among the legal regimes likeliest to shape corporate SAI. It imposes information-gathering, risk-monitoring, and red-flag response requirements on corporate directors while also limiting liability through strict pleading standards. Thus, it could elicit both effective and problematic behaviors when mapped onto entities with varying levels of risk tolerance.
Part I shows that Delaware corporate law will prove dominant relative to other states’ corporate, environmental, and tort law, and that federal and state law are unlikely to displace it in the near term. Part II delineates directors’ obligations under In re Caremark International Inc. Derivative Litigation and Marchand v. Barnhill. Part III demonstrates this regime’s potential to foster risk oversight under scenarios of optimal compliance. Part IV explains that judicial signaling, jurisdictional exit, and alternative options for entity formation may limit the law’s ability to minimize SAI-related risks.
Delaware corporate fiduciary duty law provides SAI firms with a blueprint for both socially beneficial caution and socially costly opportunism. This article urges closer attention to how powerful yet often underrecognized areas of private law can shape corporate entities’ climate-facing business activity.
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