Climate-related disclosure remains a focal point in the Canadian capital markets, shaped by investor expectations and global regulatory trends. The latest development in the Canadian climate-related disclosure landscape came on December 12, 2025, when the Government of Alberta passed amendments to the Alberta Securities Act (ASA) put forward by the Alberta Securities Commission (ASC), which, among other things, authorize the Lieutenant Governor in Council to make regulations to expand the safe harbour defence under Alberta securities law in relation to climate-related disclosure.
Background
On April 23, 2025, the Canadian Securities Administrators (CSA) announced that it was pausing the development of a mandatory climate-related disclosure regime in Canada (as detailed in our Blakes Bulletin: Climate and Diversity: CSA Stays Neutral on a Moving Train). In its announcement, the CSA noted that public companies will continue to be subject to the obligation to disclose material risks related to their business, which, for many issuers, may include climate-related risks. Due to these requirements and a number of additional factors, including guidelines from proxy advisory firms and the expectations of certain institutional investors, many Canadian public companies have continued to provide disclosure regarding climate-related matters. For many Canadian public companies, such statements have included targets, commitments and aspirations regarding climate-related objectives, including greenhouse gas emissions reductions.
Such targets, commitments and aspirations represent “forward-looking information” under Alberta securities laws in that they represent “disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action.” Similar to other jurisdictions in Canada, Alberta securities law provides purchasers of securities in the secondary market with a statutory right of action with respect to misrepresentations contained in an issuer’s disclosure documents. However, in order to avoid unduly stifling the provision of decision-useful information to investors, Alberta securities law includes several defences available to those faced with a claim for misrepresentation. Two are particularly relevant in the case of climate-related disclosure:
- Safe Harbour Defence: The ASA includes a “safe harbour defence,” which shields issuers, directors, officers and other parties from civil liability in regards to misrepresentations in forward-looking information, provided that certain conditions are met. For further information regarding the ASC’s expectations regarding the use and disclosure of forward-looking information, see our recent Blakes Bulletin: Alberta Securities Commission Publishes 2025 Corporate Finance Disclosure Report.
- Reasonable Investigation Defence: The ASA also includes a defence against liability in a claim for misrepresentation if the plaintiff conducted a “reasonable investigation” prior to making the applicable statement and, at the time the statement was made, had no reasonable grounds to believe that it constituted a misrepresentation.
In navigating the existing regime, many issuers have been confronted with the inherent challenge posed by climate-related targets and projections, which are generally based on long-term assumptions and factors that are beyond their control, including evolving technologies and a shifting geopolitical landscape. This has led to a sentiment among some groups within the Alberta capital market that the existing safe harbour regime and other defences must evolve to keep pace with these developments. These sentiments have been exacerbated by recent complaints by third parties such as Greenpeace and Investors for Paris Compliance, in which the complainants have used existing securities and competition law standards to challenge climate-related statements by several large public companies. It is against this backdrop that the recent actions by the Government of Alberta should be understood.
Bill 12 and Amendments to the ASA
On December 11, 2025, the Government of Alberta enacted Bill 12, which amends several statutes, including the ASA. The amendments, which were put forward by the ASC, do not, on their own, impose new climate-disclosure rules or establish a new safe harbour defence. Instead, they expand the regulation-making authority of the Lieutenant Governor in Council in relation to climate-related disclosure, positioning Alberta to, in the words of the ASC, “ensure that existing safe harbours or defences from statutory civil liability can reasonably apply to new areas of issuer disclosure, such as climate-related disclosure.”
The most significant change is to section 223 of the ASA, which now authorizes the Lieutenant Governor in Council to create regulations that define the “circumstances in which a person or company or a class of persons or companies is not liable, or defences a plaintiff or defendant may have, in any action or proceeding pursuant to the common law, an enactment or otherwise, with respect to any information disclosed or omitted to be disclosed in compliance with or intended compliance with [the ASA] or the regulations, including but not limited to climate-related disclosure.”
As such, Alberta has created a statutory mechanism for future regulations that could tailor safe-harbour protections and other defences to address the unique challenges posed by climate-related disclosure.
It is notable that section 223 is limited to “information disclosed or omitted to be disclosed in compliance with or intended compliance with [the ASA] or the regulations.” As discussed above, Canada currently lacks a mandatory climate-related disclosure regime. Although issuers are required to disclose material risks related to their business (and for many issuers this may include climate-related risks), much of the climate-related disclosure provided by issuers, such as net-zero and similar long-term climate commitments, is not in response to a specific legal requirement. Therefore, the practical implications of Bill 12 remain unclear until the associated regulations are published.
Bill 12 also contemplates the creation of regulatory tools to address misinformation that may undermine market integrity, including trading halts and related measures. This combination of an expanded safe harbour regime and enhanced enforcement authority reflects the ASC’s stated objectives of protecting investors and ensuring that Alberta’s capital market is fair and efficient.
What Comes Next
The Government of Alberta has not published draft regulations, a consultation timeline or guidance on how the expanded authority will be exercised. In the absence of regulatory detail, Bill 12 should be viewed primarily as a signalling exercise rather than a change to issuer obligations. Alberta has positioned itself to address climate-related disclosure liability and misinformation risks through forthcoming regulations, but the scope and timing of any future protections remain unclear. Until such regulations are enacted, issuers remain subject to existing statutory and common-law liability standards. As such, issuers should continue to be mindful of the existing safe harbour regime when preparing and disclosing climate-related matters.
We will provide updates as the Government of Alberta or the ASC releases additional information or initiates a regulatory consultation process.
For more information, please contact the authors or any other member of our Capital Markets group.
