Corporate “greenwashing”: beware of the disgruntled shareholder

Globally, the number of shareholder class actions concerning climate risk disclosures is accelerating. This is most visible in the United States, where investors have been particularly active in using legal proceedings to scrutinise companies’ “green” credentials. One needs only look at the class actions filed against Exxon Mobil Corporation (2016), Edison International (2018), Danimer Scientific Inc (2021), Oatly Group AB (2021), Enviva Inc (2022) and Danone Waters of America Inc (2022), to discern this trend.

Australia is not immune to this phenomenon. In August 2021, the Australasian Centre for Corporate Responsibility (ACCR) filed a class action in the Federal Court of Australia on behalf of shareholders in Santos Limited. The ACCR alleges that the company’s “clean energy” claims and “Net Zero” plan were false and misleading. The case is yet to be determined, with the ACCR having only recently expanded the claims against Santos.

While the ACCR’s class action was the first of its kind in Australia, it will certainly not be the last. There has been a steep rise in investor demand for ESG-mandated assets over the last few years, with investment more than doubling from 2020 to 2021.[1] And, at their current growth rate, such assets will represent half of all professionally managed assets globally by 2024.[2] Shareholder claims already account for a substantial proportion of class action filings in Australia[3] and are expected to surge.[4] The strong investor appetite for climate risk disclosures therefore provides fertile ground for further class actions to arise in the near future.
What is “greenwashing”?
There is no legal definition of the term “greenwashing”. Rather, it is a commonly accepted term used in financial and business markets.

Generally, it refers to the misrepresentation of a company’s “green” credentials. In other words: does the company “walk the talk” on their climate risk claims?

According to ASIC, greenwashing has a broader meaning: the extent to which a financial product or investment is not as “green” or ESG-focused as claimed.[5] By including an umbrella reference to all ESG claims, this definition is not limited to climate risk disclosures.

Broadly, greenwashing often takes one of three forms:

  1. Selective disclosure – disclosing the existence and management of some (but not all) of the environmental risks that the company faces.
  2. Target-based greenwashing – making claims or commitments about achieving a certain climate goal by a certain date, without having in place the internal strategies and governance practices to achieve that goal.
  3. Green marketing – misrepresenting the extent to which a product or service is environmentally friendly, sustainable or ethical.

This list is not intended to be exhaustive, and as the legal and regulatory frameworks regarding greenwashing evolve, so too will the types of statements that are likely to attract shareholder scrutiny.

Legal risks
For publicly listed companies, statements about green credentials can give rise to contraventions of various legal obligations. In particular:

  1. the prohibitions against misleading or deceptive conduct in the Corporations Act 2001 (Cth) (CA), the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) and the Australian Consumer Law (ACL);
  2. the prohibitions against false or misleading statements in the CA, ASIC Act and ACL;
  3. the continuous disclosure obligations in Chapter 3 of the ASX Listing Rules.

Companies will need to carefully assess where their disclosures sit within these legal frameworks. For instance, statements about future matters will be considered misleading or deceptive if not based on reasonable grounds. Similarly, statements that were once true may not be true anymore and, therefore, misleading.  Managing these risks will require companies to develop and implement robust business and governance practices.

Directors and other company officers also face the risk of personal liability. This is especially so for those who fail to consider, disclose or take steps regarding the company’s exposure to climate change risks. Together with the company, these officers could be found to have contravened the prohibitions against misleading or deceptive conduct and false or misleading statements.

Directors could also be liable for breaching their duties to act with due care and skill and in the best interests of the company.[6] However, for these breaches, shareholders would be required to seek leave of the Court to bring a derivative action against the directors on behalf of the company,[7] which is a different type of legal proceeding to a class action.

Where ASIC goes, investors often follow
Since shareholder class actions often follow or accompany regulatory enforcement action, the focus areas of ASIC provide a reliable indicator of class action risk.

In the past 12 months, ASIC has demonstrated that it is closely monitoring and taking steps to address greenwashing. Commencing in June 2022 with the release of its information sheet on how to avoid greenwashing, ASIC later announced in November that one of its enforcement priorities for 2023 would be “misleading conduct in relation to sustainable finance, including greenwashing”.

ASIC has since carried through on its commitment. Various companies – including Tlou Energy Ltd, Vanguard Investments Australia Ltd, Future Super Investment Services Pty Ltd and Black Mountain Energy Ltd – have been issued with infringement notices for allegedly making misleading “green” claims. But most notably, ASIC this year filed civil penalty proceedings against Mercer Superannuation in the Federal Court of Australia, alleging that Mercer misled its members by claiming that its assets excluded companies involved in carbon intensive fossil fuels.

As ASIC continues to ramp up its efforts in targeting greenwashing, legal action from shareholders seeking to scrutinise companies’ green credentials is likely to become more prominent as well.

This article was written by GRT Lawyers\’ Senior Associate, Alexander Sloan.

[1] Responsible Investment Association Australasia, Responsible Investment Benchmark Report – Australia 2022, page 20.

[2] Deloitte Centre for Financial Services, Ingraining sustainability in the next era of ESG investing (5 April 2022).

[3] Prof. Vince Morabito, Empirical perspectives on twenty-one years of funded class actions in Australia (April 2023).

[4] Australian Financial Review, Class actions report tips surge in shareholder claims, 2 March 2023.

[5] ASIC Information Sheet 271 (INFO 271), How to avoid greenwashing when offering or promoting sustainability-related products.

[6] See sections 180 to 182 of the Corporations Act 2001 (Cth).

[7] See sections 236 and 237 of the Corporations Act 2001 (Cth).


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Juanita Williams

Juanita has over 10 years’ experience practicing across planning and environment, mining and resource, and corporate and commercial. Juanita provides a wealth of experience and expertise to the corporate team, bringing a diverse perspective from her years across multi-disciplinary areas. 

Juanita has advised a diverse range of clients across various aspects of corporate and commercial law, including establishing incorporated associations, various contractual and advisory work in the pharmaceutical space, and advising on aspects of ASX Listing Rule compliance. 

Juanita’s passion for advising corporate clients lead her to completing a Master of Laws (Business Law) in 2023. She has a keen interest in ASX disclosure obligations, in particular those relating to climate-related risk disclosure and ESG.


Meghan Bower

Meghan is a dedicated and high-performing graduate joining our commercial disputes team with over 5 years of pre-admission experience handling complex personal injury cases. She brings a comprehensive understanding of legal intricacies and a passion for advocating for her clients.

Throughout her career, Meghan has honed her skills in due diligence work, contract review, advice, ADR and multi-jurisdictional litigation including claims in the Supreme Courts of Queensland, New South Wales, Victoria and the Northern Territory. Her journey in the legal field has been marked by her unwavering commitment to client service and her ability to thrive under pressure. Meghan is on the cusp of becoming a qualified lawyer and is eager to contribute her skills and knowledge to GRT’s specialist litigation team.

Senior Associate

Holly McConnell

Holly is a Senior Associate in our Corporate Advisory group with a particular focus on equity capital markets, public and private mergers and acquisitions and general corporate matters, including compliance with the Corporations Act and ASX Listing Rules.  Holly acts for a range of clients, including listed and unlisted companies, small to large proprietary companies, early stage ventures, individuals and trustees.

Holly was admitted to practice as a solicitor in 2016 and worked for several years in a major national Australian law firm, prior to joining GRT Lawyers.


Andrew Doak

Andrew begun his legal career as a law clerk in Brisbane in 2008 and continued this through his studies until he graduated with a Bachelor of Laws from Queensland University of Technology in 2011.

He was admitted as a solicitor in 2012 and shortly thereafter moved to London where he worked for global top tier and Magic Circle law firms covering a variety of arbitration and litigation matters. As a highly skilled legal professional, he was responsible for managing multiple teams on document heavy litigation, many of which were centered around energy, commercial, insurance and financial services disputes.

Andrew had worked with senior lawyers and counsel on several high profile and well-publicised cases including class actions, large financial regulatory investigations, and complex international matters before making the decision to return home to Brisbane and join GRT in 2024.

Office Assistant

Lilly Monaghan

Lilly became part of the GRT Lawyers team in October 2022, stepping into the role of Office Assistant. With a wealth of professional experience spanning more than ten years, Lilly has actively contributed in various administrative capacities.

This diverse background equips her with extensive expertise within the realm of administration, strengthening our team and the support provided to GRT Lawyers and the GRT Foundation.

Admin Coordinator

Amelia Milsop

Amelia is a highly skilled professional with seven years of experience working in administrative, and executive support roles. Her diverse skill set includes expertise in administration support, office operations, events management, and marketing. 

As an administrator, Amelia plays a vital role in overseeing day-to-day operations, administration support, streamlining processes, and maintaining efficient workflows. With her extensive experience, diverse skill set, and passion, Amelia brings a unique perspective and a well-rounded approach to her administrative work.

Finance Manager

Chan Hu

Full bio coming soon!


Dale Copley

Dale began working with GRT Lawyers at the start of 2023 after beginning his legal career with  top-tier firm. He recently retired from professional sports and is relatively new to the legal field, having been admitted in November of 2022.

Dale values the importance of teamwork and advising clients to assist them in achieving their business goals. His experience as a professional athlete has instilled in him the significance of collective efforts and strategic collaboration – qualities that now define his approach to his career in law.

He has a strong interest in equity markets and is acquiring valuable experience by advising on capital raises and various ASX listing rule concerns.


Rebecca Wei

As an accomplished associate corporate lawyer, Rebecca contributes a fresh perspective and a robust work ethic to our legal team. She has swiftly gained experience in corporate law, demonstrating dedication to assisting clients with their legal needs in an ever-evolving business landscape.

Rebecca specialises in capital market transactional matters, contract drafting, and corporate governance. She has supported senior lawyers in advising a diverse range of clients, including established corporations, startups, and entrepreneurs.

Senior Corporate Advisor

Alana Nisbet

Alana has over 10 years’ experience practicing predominantly in international top tier firms in Australia, London and Guernsey. Her primary practice areas are public and private mergers and acquisitions, equity capital markets and investment funds and she has significant experience advising on complex corporate transactions.

Alana is valued for her exemplary client service and have been ranked as a “Rising Star” for Equity Capital Markets and Mergers & Acquisitions by Legal 500.

Senior Associate

Amarzaya Gantumur

Amarzaya is the Head of GRT Lawyer’s International Projects Division.

She has over 14 years of experience in the global legal industry in both civil and common law jurisdictions. She has acted as counsel in numerous complex corporate and commercial transactions, and litigation matters, including cross border litigation and international commercial arbitration.

As a common law trained lawyer with working experiences in both civil law and common law jurisdictions, Amarzaya is particularly dedicated to international work due to her international clients and her global network. 

Her recent work experience includes representing a Mongolian state-owned entity in an international commercial arbitration (under SIAC rules); representing an Australian/Philippines entity in an international commercial arbitration (under SIAC rules); providing wide range of legal and technical support to a global mining services company in its operation in Mongolia; providing legal and technical support to a Mongolian financial institute in its operation in Australia.   

Amarzaya graduated from the School of Law, National University of Mongolia in 2004 and holds an LLM (Corporate and Finance Law) from the University of Hong Kong. She is fluent in both English and Mongolian. She was appointed as an arbitrator with the Mongolian International Arbitration Centre in 2022. She is a member of various other professional organizations, including the Chartered Institute of Arbitrators (CIArb).

Senior Associate

Rachel Hendrie

Rachel is a commercial dispute resolution lawyer who has experience in litigating significant commercial, construction and financial services disputes and in international arbitration. She is experienced with managing document heavy litigation.

Her experience includes assisting major Australian banks in civil penalty proceedings initiated by AUSTRAC in the Federal Court of Australia concerning AML/CTF compliance and fraud investigations, assisting financial services clients with responding to ACCC and ASIC notices including corporate shareholder and contractual disputes for oil and gas clients in Supreme Courts.

Rachel has worked for global top-tier law firms in both Brisbane and Melbourne.

Senior Associate

Alexander Sloan

Alex is a commercial litigator with experience in funded litigation and class actions. He has acted for publicly listed companies (both ASX and SGX), large private companies, litigation funders, SMEs, and company directors in a range of commercial disputes.

His experience includes complex, cross-border financial services litigation, class actions, product liability, insolvencies, and corporate disputes.

Alex has prosecuted and defended claims in the Supreme Courts of New South Wales, Victoria, Queensland and the ACT, and in the Federal Court of Australia. He also acted in the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.

Alex was admitted to practice as a solicitor in 2015 and worked for several years in a national Australian law firm, prior to joining GRT Lawyers in 2021.

General Manager

Aylesha James-Pearson
m 0433 555 812


  • Business Operations
  • People and Culture
  • Human Resources
  • Marketing
  • Event Coordination
  • Project Management


Aylesha serves as the General Manager at GRT Lawyers, providing effective leadership and overseeing the day-to-day operations of the firm. In her role, she manages human resources, marketing, events, and directly supervises the Administration team.

Bringing more than 19 years of experience in office management, senior administration, project and event management, as well as human resources, Aylesha has a proven track record of excellence in high-pressure environments. Her wealth of experience and professionalism ensures the seamless functioning of the firm. Aylesha excels in optimizing operational efficiencies by reviewing and implementing systems, policies, and procedures to support business functions, resulting in impactful results. She adopts a holistic approach, balancing a keen eye for detail with a focus on overarching goals.

Aylesha’s passion lies in people and culture, where she actively fosters strong relationships across all levels of the business. She connects with staff to instill the core values of GRT Lawyers and the GRT Foundation, believing in creating value through people. Her approach involves working with passion and understanding, offering support and cultivating relationships that enhance both business and individual performance.


Her career history encompasses multi-faceted roles giving her exposure to the specialty fields of Human Resources, Marketing and Event Management. Roles have included:

  • Human resources, including recruitment, performance management, staffing, new employee onboarding, employee benefits, payroll and training and development.
  • Marketing – including roles involving the development and implementation of marketing and business development strategies.
  • Background in planning internal and external events from conception through to execution, displaying qualities of a successful event planner: thorough yet precise, expert knowledge, ingenuity in identifying and solving problems and clear, concise communication.

“There’s always another level up. There’s always another ascension. More grace, more light, more generosity, more compassion, more to shed, more to grow.” -Elizabeth Gilbert


Ashley Hill
m 0415 150 866


  • Commercial litigation
  • International commercial arbitration
  • Energy – oil, gas, coal, and electricity
  • Product liability – recalls and litigation
  • Resources – water and agribusiness
  • Financial services
  • Insurance – including D&O, PI and BI
  • Regulatory – securities and governance; anti-bribery and anti-corruption
  • Hotel development and management disputes
  • IT industry disputes
  • IP claims including counterfeiting, passing-off, copyright infringement
  • Mediation, Adjudication and Advocacy


Ashley has in excess of 23 years’ experience as a litigator and disputes lawyer. In his time at GRT Lawyers and working for top-tier Australian and global law firms (in the Middle-East and Singapore), Ashley has acted for clients across multiple continents on complex commercial litigation and international arbitration.


Ashley’s current practice includes investment protection and dispute matters across a number of industry sectors including energy and resources, financial services, technology, agribusiness, tourism, in addition to contentious regulatory, insurance disputes and product liability matters.

The international scope of Ashley’s work has given him a valuable insight into cross-border disputes in common law and civil law jurisdictions. He has practical experience with most of the world’s renowned international commercial arbitration institutions including ICC, LCIA, SIAC, SCC and ICDR/AAA.

Since 2014, Ashley has been listed in ‘Best Lawyers in Australia’ Peer Review for the categories of International Arbitration, Litigation, Insurance and Product Liability.  In 2019, Ashley was added to the Doyle’s Guide Leading Commercial Litigation and Dispute Resolution Lawyers in Queensland.


Ashley holds Bachelor Degrees in Law and Arts (University of New England) and he is:

  • a member of the Queensland Law Society (QLS)
  • Executive Council Member of Asia-Pacific Forum for International Arbitration (AFIA)
  • Associate Member of Australian Centre for International Commercial Arbitration (ACICA); and
  • ordinary member of Australian Insurance Law Association (AILA)

Scott Standen
m 0447 790 009


  • In depth understanding of the M&A processes (public M&A and private M&A transactions)
  • Public equity capital markets transactions
  • Management of due diligence processes
  • Deep understanding of governance frameworks
  • Corporate structuring
  • Capital structure management
  • Transaction management

Scott is a founder and Director of GRT Lawyers and GRT Foundation and corporate lawyer. He leads a team of specialist legal professionals, providing advice to organisations of all sizes, from middle market, large corporates and government owned corporations.

Scott’s career spans more than 20 years as a corporate lawyer and has encompassed an in-house general counsel role, director of Statutory Authorities and corporate legal adviser to managing directors, chief financial officers and boards of directors of ASX listed companies.

Scott is regularly called on by clients to provide strategic corporate advice to boards of directors and to project manage merger and acquisition transactions and public equity markets transactions. He prides himself in providing technically accurate and commercially focused corporate advice for public, private and listed companies, boards of directors and corporate advisers.

In particular, Scott advises on public equity markets transactions, debt issuances and restructuring, corporate governance and advisory, regulatory compliance, public and private M&A transactions, contract negotiation and directors’ duties and liabilities.


Scott’s experience includes:

  • Advising Cerro Resources Limited in relation to its public market merger and acquisition deal with Canadian based Primero Gold Limited and the concurrent spin out of assets to Santana Metals Limited and listing of Santana Metals Limited on ASX
  • Advising Discovery Metals Limited in relation to its A$250 million debt restructuring and associated equity raisings and proposed convertible note issue
  • Advising Polymetals Limited in relation to its acquisition by Southern Cross Goldfields by way of scheme of arrangement
  • Advising Southern Cross Goldfields Limited in relation to its A$60 million capital raising transaction involving equity, debt and hybrid securities
  • Dual listing on Hong Kong Exchange of ASX listed company
  • ASX listing of Asia focused technology / media company and
  • ASX listing of Apiam Animal Health Limited, vertically integrated provider of services and product to agricultural industry and
  • ASX listing of P2P Transport Limited.


Scott holds Bachelor Degrees in Law and Business Administration and a Masters of Law. Scott has previously held positions as a Director on the Boards of the Queensland Manufactured Water Authority (and related entities) and the Queensland Bulk Water Authority (and related entities).

Managing Director

Glenn Vassallo
0422 857 760


  • Public capital markets
  • Corporate law
  • Private capital markets
  • Corporate advisory
  • Corporate structuring
  • Complex corporate disputes
  • Social entrepreneurship


Glenn is a founder of GRT Lawyers and the GRT Foundation. As the Managing Director of GRT Lawyers and chair of the GRT Foundation, Glenn is passionate about working with his highly sophisticated national and international clients to implement their corporate strategy and solve their complex problems.

Glenn is passionate about implementing the corporate strategy of GRT Lawyers and the GRT Foundation. Glenn’s significant experience in formulating and executing complex corporate transactions (including IPOs, takeovers, and other equity capital market transactions) with a particular focus on national and international stock and security exchanges puts him in a unique position to provide excellent advice.


After building GRT Lawyers into a high-quality law firm, and together with his wife Eliza, establishing the GRT Foundation into a sustainable Australian charity, Glenn built GRT App (a subsidiary of GRT Lawyers) and sold that to an ASX listed company. Glenn was the first chairperson of any Australian ASX listed company to successfully chair a real-time virtual meeting of shareholders. He is still today, the only person who has chaired a real-time virtual shareholders meeting for an ASX listed company.

Glenn is often invited to speak on global topics such as capital markets, initial public offerings, takeovers and more recently was invited to New York University to speak at its global conference about social entrepreneurship.


Glenn holds a Bachelor Degree of Law (LLB) and a Bachelor Degree of Commerce. He has been a long-standing member of the Law Council of Australia Company Law Committee and the Queensland Law Society Company Law Committee, member of the Australian India Business Council (Energy and Resources – Subcommittee) and has significant ASX listed board experience.