Climate-Related Disclosure and Safe Harbour Under Alberta Securities Law: The Effect Of Bill 12
- Courtney Burton
- 3 days ago
- 5 min read
By: Courtney Burton
December 16, 2025
In Canadian securities law, liability for disclosure has historically been anchored in statutory and common-law misrepresentation concepts developed for conventional financial reporting. Those regimes assume disclosure that is capable of verification at the time it is made, and they attach consequences to statements that are inaccurate, misleading, or materially incomplete, regardless of whether the disclosure was made in good faith. Liability may arise through statutory causes of action, regulatory enforcement by securities commissions, and judicial review of regulatory decisions.
In Alberta, those principles have begun to intersect more directly with climate-related disclosure, particularly where issuers have made public statements concerning net-zero commitments and emissions trajectories that are necessarily forward-looking and dependent on assumptions, modelling, and evolving methodologies. That intersection became concrete on August 20, 2025, when the shareholder advocacy group Investors for Paris Compliance (I4PC) filed a formal complaint with the Alberta Securities Commission alleging that Cenovus Energy Inc. and Enbridge Inc. had misled investors by providing inaccurate and incomplete disclosure regarding their net-zero climate commitments.[1] The complaint asserts that such disclosure contravened the misrepresentation prohibitions under Securities Act (Alberta) and requested regulatory investigation and enforcement. The matter remains at the regulatory stage, but it illustrates how climate-related disclosure is increasingly being assessed through the lens of existing securities-law liability standards rather than through a bespoke climate-disclosure framework.
It is against that legal and regulatory backdrop that the Government of Alberta introduced Bill 12, the Financial Statutes Amendment Act, 2025 (No. 2), an omnibus statute that amends several Alberta financial statutes, including the Securities Act (Alberta)(“Bill 12”). Bill 12 does not establish a standalone climate-disclosure regime, nor does it alter the substantive elements of misrepresentation liability. Instead, it makes targeted amendments to Alberta securities law that are intended to recalibrate how climate-related disclosure risk may be addressed going forward.
On its public legislative overview of Bill 12, the Government of Alberta states that the securities-law amendments are intended to “protect companies from unfair lawsuits related to climate disclosures,” while also “create penalties for spreading misinformation that could harm the stock market” and “enable the Alberta Securities Commission to halt trading when false information is circulating.”[2] The Government of Alberta does not elaborate on the nature of the contemplated lawsuits, the type of disclosure giving rise to that risk, or the legal theories involved.
Bill 12 was introduced in the Legislative Assembly of Alberta on November 25, 2025, passed Third Reading on December 9, 2025, and received Royal Assent on December 11, 2025.[3] The Act is therefore in force. As an omnibus statute, Bill 12 amends multiple Alberta financial statutes. Climate-related disclosure is addressed exclusively through amendments to the Securities Act (Alberta).[4]
Bill 12 does not insert a statutory safe-harbour provision into the Securities Act (Alberta). There is no new section providing that climate-related disclosures are immune from civil liability, nor is there a self-executing statutory defence. Instead, Bill 12 amends the Securities Act (Alberta) to expand the regulation-making authority of the Lieutenant Governor in Council. As amended, the Securities Act (Alberta) now authorizes regulations respecting circumstances in which a person or company is not liable, and defences to liability, in relation to information disclosed or not disclosed under Alberta securities law, expressly including climate-related financial disclosure.[5]
This change to the Securities Act (Alberta) is enabling rather than operative. The amended statute permits the creation of liability-limiting regulations but does not define the scope of any protection, the conditions under which it would apply, or the types of proceedings or causes of action that would be covered. Those matters would need to be set out in regulations made under the Securities Act (Alberta) pursuant to the newly expanded authority. [6] Bill 12 also amends the Securities Act (Alberta) in ways that move in the opposite direction of liability protection. The Act expands the Alberta Securities Commission’s authority to respond where inadequate, inaccurate, or misleading information is disseminated publicly and could reasonably be expected to harm investors, including by authorizing trading halts and related regulatory responses.[7] These provisions are distinct from, and should not be conflated with, any potential safe-harbour regime. They reflect the government’s stated objective of addressing misinformation that could undermine market integrity.[8]
Although Bill 12 is now in force, no regulations implementing a climate-disclosure safe harbour have been enacted or published. There are currently no regulations under the Securities Act (Alberta) that limit liability or create defences for climate-related financial disclosure, and no such regulations appear in the Alberta Gazette or in the publications of the King’s Printer as of the date of this paper. The Government of Alberta has not released a regulatory timetable, consultation notice, or draft proposal indicating when regulations under the expanded regulation-making authority may be brought forward. In the absence of any publicly announced regulatory process, any estimate of timing would be speculative.
These amendments must also be understood against the broader Canadian securities-law backdrop. The Canadian Securities Administrators, including the Alberta Securities Commission, previously pursued mandatory climate-related disclosure through Proposed National Instrument 51-107. That initiative generated extensive public comment, including submissions raising concerns about liability exposure associated with forward-looking climate disclosure. In April 2025, the CSA publicly announced that it was pausing work on mandatory climate-related disclosure requirements.[9] Alberta’s amendments under Bill 12 operate independently of that national initiative and do not depend on the adoption of a CSA climate-disclosure instrument.
While climate-related “greenwashing” litigation has increased in Canada and internationally, there is publicly articulated statement from the Government of Alberta that expressly links such litigation to the enactment of Bill 12. The Government of Alberta’s public materials do not reference greenwashing claims, competition-law enforcement, or specific court proceedings.
In summary, Bill 12 is in force and amends the Securities Act (Alberta) to permit Alberta to introduce climate-disclosure safe-harbour protections by regulation. It does not itself create those protections. Until regulations are enacted, climate-related financial disclosure in Alberta remains subject to existing securities-law liability standards.
[1] Investors for Paris Compliance, “Greenwashing complaint filed with Alberta securities regulator” (August 20, 2025), online:
[2] Government of Alberta, “Updating financial laws” (Bill 12 overview, securities-law amendments), online:https://www.alberta.ca/updating-financial-laws.
[3] Legislative Assembly of Alberta, Assembly Dashboard, Bill 12 (Financial Statutes Amendment Act, 2025 (No. 2)) history showing First Reading (Nov. 25, 2025), Third Reading (Dec. 9, 2025), and Royal Assent (Dec. 11, 2025), online:
[4] Financial Statutes Amendment Act, 2025 (No. 2), SA 2025, c 20 (Bill 12), Parts amending the Securities Act, RSA 2000, c S-4 (no amendments to environmental statutes or creation of a standalone climate-disclosure regime), online (Bill text):
[5] Securities Act, RSA 2000, c S-4, section 208 (Regulations), as amended by Financial Statutes Amendment Act, 2025 (No. 2), section 32, expanding regulation-making authority to include regulations respecting circumstances in which a person or company is not liable, and defences to liability, in respect of information disclosed or not disclosed, including climate-related financial disclosure; see Bill 12, s 32, online:
[6] Ibid.
[7] Government of Alberta, “Updating financial laws” (Bill 12 overview listing securities changes, including creating penalties for misinformation and enabling the ASC to halt trading when false information is circulating), online: https://www.alberta.ca/updating-financial-laws.
[8] Government of Alberta, Bill 12 Fact Sheet (confirming that Bill 12 will enable the ASC to halt trading of a stock for up to 15 days when false or misleading information is circulating), online: https://www.alberta.ca/system/files/tbf-bill-12-financial-statutes-amendment-act-fact-sheet.pdf.
[9] Canadian Securities Administrators, News Release (April 23, 2025), “CSA updates market on approach to climate-related and diversity-related disclosure projects”, online:
https://www.asc.ca/en/news-and-publications/news-releases/2025/04/23-csa-updates-market-on-approach-to-climate-related-and-diversity-related-disclosure-projects; see also Canadian Securities Administrators, Proposed National Instrument 51-107 – Climate-related Disclosure, Notice and Request for Comment, online (archived):
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