Fiduciary Duty Has a Conscience: Building Climate and Social Justice into Fund Governance

​Fund managers who want to weigh climate risk are increasingly told they can't. The argument shows up in state AG letters, in shareholder litigation, and in how conservative asset managers justify pulling back from climate commitments: fiduciary duty requires shareholder wealth maximization, full stop, and anything else is a breach.

​That argument rests on a version of fiduciary duty that is roughly a century old. The doctrine itself goes back further, to medieval England, where the Chancellor's court placed a duty on custodians to manage another's property in that owner's interest, not their own. It carries forward through Roman law's invention of the corporation itself, built not as a commercial vehicle but as a way to extend rights to people the law had no other way to recognize. Shareholder-only fiduciary duty is not the deep tradition. It's a deviation from it.

​This session makes that argument concrete. We'll walk through the Mission Governance Agreement, a contract-level governance instrument that makes climate and social justice consideration a structural part of the duty of care, protected by the business judgment rule because the obligation runs to process, not outcome. Attendees will see how the document is built, article by article: how mission consideration gets defined, how good-faith process gets documented, and how that documentation becomes the shield against liability. We'll also walk through the real decisions any fund faces in adopting something like this: governing law, reporting cadence, and dispute resolution among them.

​This is not a talk about ESG in the abstract. It's a working session on a specific legal instrument, for people who need an answer to "isn't this a breach of duty" that holds up in front of their own counsel.

​Who Should Attend:
Emerging impact-focused fund managers, CDFI loan fund staff and counsel, general counsel at mission-driven asset managers, and anyone advising a fund on how to document climate or social justice consideration without exposure.

​By registering for this event, you agree to share your information with the event organizer, Okundaye Legal. You may receive updates from the organization, and can opt out at any time in accordance with their respective privacy policies.

Okundaye Legal is a boutique impact finance and structured finance law firm in Brooklyn, New York.