Thus, key questions are how the aviation industry will decarbonize, and of course, when²⁴.

Before the pandemic, global air travel grew by around five percent annually for a decade²⁵. But COVID-19 struck and 2020 marked “the worst year in the history of air travel demand” for the aviation industry²⁶. Global air travel came to a near halt for the first time in the industry’s history²⁷. But air travel demand has repeatedly proven insatiable. Events like the 1979 oil shock, the Gulf War, 9/11, and now COVID-19 have only plateaued air travel demand before the industry bounces back²⁸.

(B) ESG Disclosure and ESG Narratives 

ESG reporting began as a purely voluntary act. Voluntary self-reporting produced inconsistent metrics, information sharing only to the extent the company wanted to share, and reports designed for consumers and other stakeholders, with no need for enforcement mechanisms to verify the reports²⁹. 

For the first time ins United States history, the Securities and Exchange Commission (SEC) began the rulemaking process to develop mandatory climate disclosure³⁰. The proposed climate change disclosure rules would require public companies to make a wide range of new financial and expenditure metrics³¹. The original rulemaking proposal was expected to be promulgated in 2022, but after much-heated debate and a prolonged public comment period, the SEC released its final rulemaking on March 6, 2024³². Unsurprisingly, climate disclosure commentary has ballooned³³ and the SEC is already mired in litigation³⁴. The disclosures will occur in companies' registration statements and periodic reports filed with the SEC, such as Form 10, 10-Q, and 10-K, often the first-place investors look for information on a company. 

Crucial public information that airlines manage, including proxy statements and shareholder proposals, helps the public understand the amorphous nature of the “E” in ESG by demonstrating how companies are processing and positioning themselves around ESG issues. A proxy statement serves as a cornerstone of communication between shareholders and company management³⁵. It is a document public companies must file with the SEC, thus becoming a public record, and distribute to shareholders before an annual shareholder vote³⁶. Proxy statements provide an agenda, proposals up for shareholder vote, relevant information to decide a vote, and voting procedure requirements. The content is intended to equip shareholders with adequate information to be able to vote at the subsequent annual shareholders’ meeting.  

In defense of proxy advisor companies issuing recommendations to vote yes on various ESG shareholder proposals, one scholar said, “Even if not immediately translated into financial materiality, how managers handle ESG issues is often a good indication of the general quality of management.³⁷” Improving our understanding of the materiality of ESG issues will help all stakeholders connect ESG to long-term trends and company performance³⁸.

Likewise, shareholder proposals are a cornerstone of engagement between shareholders and company management³⁹. A shareholder proposal is a shareholder’s request for change that is brought to the attention of the board of directors and put to vote with shareholders writ large; examples range from adopting new bylaws, requiring new disclosures, or electing new board members⁴⁰. Climate change risk and corporate environmental impacts are now among the top subjects for shareholder proposals⁴¹.

Passenger analysis predictions confirm that air travel will resume its pre-pandemic levels across all regions by 2025⁴². If global passenger demand continues to grow at the same pace it has pre-pandemic, and by all accounts, demand is on track to do so, CO2 emissions from air travel will triple by 2050⁴³. Global momentum from the likes of Fly Net Zero, the flight shame movement, rising consumer consciousness of climate impact, and the dawn of climate disclosure in the United States make now the right time to look at airlines with a more incredulous eye.  

PART II: ANALYSIS OF AIRLINE PROXY STATEMENTS 

Comparing publicly disclosed ESG information is a foundational step to understanding how the aviation industry is making sense of ESG matters and translating them to the market, consumers, and other stakeholders. This part will first reveal commonalities and differences between the 2023 proxy statements and shareholder proposals of two leading airlines, United and Delta⁴⁴. Second, this part will review commentary from resources outside the aviation industry to contextualize sustainable aviation relative to other industries and further shed light on the ESG narrative. 

(A) ESG Trends in Proxies and Shareholder Proposals 

Drafting proxy statements is an enormous effort in summarizing all that a company has to offer. Beginning with proxy statement organization, United and Delta used common approaches to discussing ESG. Both companies included introductory messages from the CEO and Chair of the Board that mention ESG in some way⁴⁵. Both included at least one section dedicated exclusively to sustainability, which at a minimum covered categories of goals and commitments measured by external standards, internal initiatives, and board governance.  

Next, both companies framed much of their sustainability efforts as an investment in new technology and renewable resources⁴⁶. Framing sustainability as an investment signals that the current state of technology and renewable resources is insufficient to support the industry. Both airlines also poised SAF as the ultimate green investment option. Accordingly, United and Delta accentuated any SAF initiatives: current SAF capacities, ventures to develop future SAF capacities, and expanding SAF commitments⁴⁷.  

Additionally, Delta and United both produced a separate sustainability report—United’s Corporate Responsibility Report and Delta’s ESG Report⁴⁸. Separating ESG matters into a separate report helps stakeholders easily access and locate ESG matters in one place. On the other hand, the companies may shield against a shareholder lawsuit or other legal claim arguing misleading information since the separate report is not part of the SEC filing. A climate-related shareholder lawsuit against an airline is unprecedented in the United States, but perhaps not far off. In 2022, a lawsuit was launched for the first time against a Dutch airline alleging greenwashing advertisements on C02 compensation—the airline lost⁴⁹.

Four notable differences in the proxy statements stand out. First, the airlines employ different climate reporting frameworks—United uses the Task Force on Climate-Related Financial Disclosures (TCFD) and Delta uses the Science Based Targets Initiative (SBTi)⁵⁰. Readers must grapple with the differences in the methodologies before comprehending the results, otherwise it is comparing apples to oranges. Notably, TCFD is the same framework proposed by the SEC climate disclosure rules⁵¹.

Second, only United used the term “energy security” in reference to fuel volatility⁵². Energy security is a modern term to discuss the continuous availability and affordability of energy, which implicates national security and the energy sector⁵³.

Third, United referred to the “green premium” of SAF as it discussed cost-sharing options, whereas Delta did not describe SAF with any sort of price differentiation⁵⁴. Positioning SAF as a premium looks more attractive to environmentally conscious stakeholders and informs the average reader that SAF offers a market advantage, something more worthy of investment. Such a tactic would be smart for future proxy statement drafters who aim to build cost-sharing support for SAF.  

Finally, only Delta identified a leader of sustainability. Appointing a Chief Sustainability Officer may show a higher degree of accountability by including a new position to spearhead sustainability. However, the role is the only non-board member named in the Delta proxy statement, which indicates less decision-making impact despite the new position⁵⁵. In contrast, United spells out how the board, in general, acts as the leader, leaving specific ESG accountability diffuse. 

Where proxy statements help inform, shareholder proposals are a tool to request change and keep companies accountable. Despite having shareholder proposals in each proxy statement, neither United nor Delta had a shareholder proposal relating to sustainability. While this absence could indicate that stakeholders feel as if sustainability is adequately disclosed or not a priority, the proxy statements argue differently. Both United and Delta made explicit mention of shareholder feedback regarding sustainability. Thus, shareholder proposals targeted at sustainability issues may have been safely avoided by hearing shareholder concerns and co-opting solutions. Delta by including lobbying information in its unofficial ESG report, and United by updating its official pay policies to include an ESG factor in management’s long-term incentive plan⁵⁶.

(B) Gaining Perspective on ESG 

The tone of proxy statements tilts to displaying the company in the best light, while still providing honest and useful information to review company performance. Understanding peer industry efforts and critiques of the aviation industry relative to all sustainability efforts helps ground the rosy hue of self-reported sustainability status.

For example, aviation and maritime industries have already helped each other. The net zero goal set by ICAO was encouraged by the International Maritime Organization’s (IMO) greenhouse gas emission reduction goal established two years earlier⁵⁷. In this way, net zero transit traveled first by ship, not by plane⁵⁸. In turn, ICAO emboldened the net-zero goal⁵⁹. Whereas IMO set the goal to reduce emissions by fifty percent by 2050, ICAO’s more elaborate plans set the goal at one hundred percent⁶⁰. Just recently, IMO updated their 2018 goal to match ICAO’s hundred percent target⁶¹. Furthermore, IMO can now look to ICAO’s market-based climate program, CORSIA, to design its own SAF framework⁶². Peer industries therefore inspired new action, both in time and in substance, to achieve sustainable goals. Acknowledging industry efforts, the SEC pointed out that its finalized rules were largely based on two widely accepted frameworks already disseminated by global sustainability leaders—the TCFD and the Greenhouse Gas Disclosure frameworks⁶³.  

Critics argue that aviation, and American aviation in particular, is lagging in sustainability efforts⁶⁴. In 2018, CO2 emissions from civil aviation represented 2.4 percent of total global emissions⁶⁵. American aviation contributes the most to these CO2 emissions—200 million tons—practically double that of the next largest aviation emitter, China, and more than triple the third largest emitter, the UK⁶⁶.66 While aviation speaks highly of its multi-million-dollar investments in SAF, the hard truth is that SAF developers often need a half-billion-dollar investment to build a single plant, which is far from the total output needed to support aviation⁶⁷. United’s Scott Kirby touts increased investment in and usage of SAF, but in 2022, United consumed 2.9 million gallons of SAF, representing a mere 0.08 percent of its fuel supply⁶⁸. Global peers like Air France KLM have more than quadrupled their SAF usage compared to US airlines⁶⁹. Thus, American aviation is both contributing the most to emissions, and falling behind in the deployment of greener SAF fuel. Critics argue that instead of focusing on effectuating climate plans, it is instead lobbying against disclosure mandates and gearing up for what it views as the next big passenger windfall in Asia⁷⁰.  

Is the state of sustainability in American aviation that bad? Compared to the Wright brother’s famous first flight in 1903, airplanes today are operating much more efficiently moving more passengers using the same amount of energy⁷¹. Each generation of aircraft typically consumes less energy than the generation before, largely due to innovations in the engine⁷². Furthermore, aviation’s carbon footprint pales in comparison to other sectors. Aviation’s warming impact⁷³ (3.5 percent) relative to others appears small next to the cement industry (6%) and is left in the dust by the automobile industry (17 percent)⁷⁴. So why should aviation be at the forefront of the sustainability conversation if technology is consistently improving, and its carbon impact is minimal compared to other sectors? 

The aviation industry bases marketing, metrics, and reporting frequently around the elusive idea of air travelers. Airlines use the term passenger to mean a body on the plane, not a unique individual traveler. If you took a snapshot of the Earth’s population to capture a pool of travelers, in that pool you would find a small number of mostly wealthy individuals who fly often, a slightly larger number of individuals, likely professionals, who fly several times a year, but the lion’s share would be people who go years without flying at all⁷⁵. Surveys indicate that in high-income countries like the United States and United Kingdom, the share of non-fliers is between 53 and 65 percent of the population⁷⁶.  

Yet, the pervasive message across the industry is that aviation is an activity for the masses, something everyone can and aspires to do⁷⁷. Cement and automobiles are closer to a mass activity considering that essentially all of us work, live, or engage with roads, sidewalks, buildings, and cars on a regular basis⁷⁸. Using “passenger” distorts our perception of flight activity to be more widespread, when in reality, a small percentage of people actually fly. If we measured carbon impact per individual traveler rather than passenger, we would see more realistic patterns of carbon emission⁷⁹. To this extent, the aviation industry has an opportunity to engage more with companies who, for example, regularly send employees and professionals on flights, to partner with the aviation industry to achieve its net zero aspirations. For example, airlines could seek cost-sharing of the “green premium” of SAF fuel needed to meet aviation’s sustainability goals, deliver employees to their destinations, and leave no trace of a carbon footprint⁸⁰. 

Likewise, passengers may consider more sustainable alternative transportation modes to greatly reduce their carbon footprint. While other geographies have public transit systems that connect both long and short distances, such as the train systems in Europe and Asia, America remains staunchly behind in similar transit alternatives⁸¹.81 France went so far as to ban certain domestic short-haul flights where train alternatives exist⁸². A major international carrier, Air France KLM, even launched a marketing campaign suggesting that passengers “take the train” to cut emissions⁸³. Such a directive may easily persuade Japanese or Swedish citizens to change their mode of transit but would likely fall on deaf ears in the US where rail infrastructure is outdated and unable to meet the demand for fast and affordable transit⁸⁴. Still, the success of bolstering environmentally friendly alternative modes of transit in other countries offers another pathway for infrastructure leaders and entrepreneurs to pursue future sustainable travel initiatives⁸⁵. 

Sustainable aviation also means new energy partners and new contracts. The IATA only released an Aviation Fuel Supply Model Agreement incorporating SAF in July of 2023⁸⁶. The aviation industry needs to develop new templates such as this agreement to establish clear relationships with new commercial partners. As more airlines engage with renewable energy suppliers, airlines and aviation trade groups should share best practices for drafting successful new contractual relationships.  

Finally, customers are not to be left out. In 2023, American Airlines Vice President of Sustainability joined an independent advisory board to oversee Google’s Travel Impact Model (TIM), which is the software that predicts flight carbon emissions so that the number can be displayed on sites like Google Flights, Expedia, and Booking.com⁸⁷. Just as airlines can partner with companies who frequently send employees into the skies, American aviation leaders can help customers understand their own carbon impact at the point of booking. 

Understanding how companies release information helps stakeholders interpret the variety of ESG narratives and piece together the full picture of a company’s sustainability strategy. Rose-tinted glasses in proxy statements, investor driven change in shareholder proposals, and optional ESG-focused reports help fill in the blanks. Perspectives from outside the aviation industry matter too. Practices can spread between industries, helping to kindle ideas, policies, and technologies. Commentary and criticism also help stakeholders see blind spots and compare performance. As stakeholders look to make more decisions using ESG information, a clearer understanding of a company’s position on ESG, and the link between sustainability efforts of a company, industry, and sector relative to wholistic sustainability efforts will be critical to ensuring a fairer and consistent method of accounting for carbon impact. 

CONCLUSION 

Described in one IATA report as “air connectivity,” air travel is the only rapid global transportation network that drives economic growth and promotes global prosperity by enabling cross-border trade, supporting tourism, and enabling cross-border investment and knowledge exchange⁸⁸. As an illustrative example, a century ago, a trip from Sydney to London took twenty-eight days, forty years ago it took four days. Today, a non-stop flight takes just nineteen and a half hours⁸⁹. Air travel truly is a marvel. But the remarkable feat of air travel comes at a high carbon cost. This dynamic industry warrants a more comprehensive review given the multitude of business, policy, and legal areas it touches⁹⁰.  

Prominent initiatives from ICAO and IATA, including CORSIA, to entrench commitments, catalyze sustainable practices and investments, and provide guidelines along the way to fly net zero would seemingly be enough to inspire action. Yet as one aviation consultant said, “Barring help from space aliens, [aviation] will be the very last industry to decarbonize⁹¹.” ESG is a part of, and perhaps only a pit-stop on, a long journey to incorporate alternative stakeholder interests into real-world decisions and decision-making. This article aimed to demonstrate American aviation’s unique trajectory and potential to reach sustainable heights. 

Air travel demand is here to stay, but airlines will be confronting a demand curve comprised of a new generation of customers⁹².

The rise of ESG shareholder proposals, the Flight Shame movement, and heightened disclosure regulations are putting intense focus on sustainability and urging the aviation industry to provide more proactive approaches and transparency around its sustainability strategy.  

Growing activism, especially around environmental sustainability and climate change, is changing consumer expectations and testing brands, reputations, and bottom lines⁹³. New customers hungry to learn more about ESG issues will look to the narratives that airlines circulate. Two leading airlines’ proxy statements, replete with discussions of sustainability, are evidence that the industry is not sitting by idly. This article’s review of tactical differences between how companies disclose ESG matters may be of most use to future drafters preparing ESG reports and sustainability messaging. Alternative perspectives from peer groups and non-aviation industries demonstrate cooperative opportunities and underscore how and why aviation is different in the global sustainability scheme. Commercial flying is unique in that it has a disproportionate per capita value-to-climate impact—flight activity has a significant warming impact, yet a minuscule percentage of the population does the flying. What is challenging then is the pressure to make decisions based solely on commercial aviation, when all other areas of aviation do not share the same disproportionate value-to-climate impact. So, while options to decarbonize remain plentiful, the real challenge lies in choosing a solidified approach. 

America played a central role to aviation’s genesis over a century ago and aviation remains at the heart of modern business, government, and social interests. How will American aviation be at the genesis of sustainable aviation for the next century? 

Footnotes

1. Hugo Martin, “Travel by plane and you might get ‘flight shamed,’ This worries airlines,” Los Angeles Times, Feb. 7, 2020, https://www.latimes.com/business/story/2020-02-07/flight-shaming-airlines-climate-change-greta-thunberg.
2. Martin.
3. Martin.
4. Martin.
5. Drew Harwell, “Taylor Swift threatens legal action against student who tracks her jet,” Washington Post, Feb. 6, 2014, https://www.washingtonpost.com/technology/2024/02/06/taylor-swift-jet-tracking-legal-threat/.
6. This Article will focus on the environmental “E” pillar of ESG. For ease of discussion, ESG will be used synonymously with “environmental,” unless clearly stating otherwise.
7. Paul J. Crutzen, “Geology of Mankind,” Nature, vol. 415 (2002): p. 23; Geoffrey, Jones, Profits and Sustainability: A History of Green Entrepreneurship (New York: Oxford University Press, 2017), p. 4.
8. Jones, pp. 1-3 (describing the early development of green entrepreneurship starting in the 1920s); Virginia Harper, Ho, “Climate Disclose Line-Drawing & Securities Regulations,” 56 UC Davis Law Review, vol. 56 (2023): pp. 1880-81 (describing the competitive advantage gained as companies adopted transparent sustainable business practices).
9. Major law firms, consulting firms, and accounting firms have developed strong footings to navigate the complex regulatory, financial, tax, environmental, corporate, litigation, and policy impacts of ESG. “2022 Survey Report: The Wolters Kluwer Future Ready Lawyer,” Wolters Kluwer, 2022, p. 6 (“77% of law firms today report that they have ESG expertise in place. 50% report they created an ESG practice area within the past three years.”); Daniel, Hood, “The ESG Opportunity,” Accounting Today, Feb. 2019, p. 19 (“This is the biggest business transformation opportunity of a generation or more.”).
10. For a helpful summary of ESG, see Mark S., Bergman, et al., “Introduction to ESG,” Harvard Law School Forum on Corporate Governance, Aug. 1, 2020, https://corpgov.law.harvard.edu/2020/08/01/introduction-to-esg/. 
11. “Continued Passenger Traffic Growth and Robust Air Cargo Demand in 2017,” International Civil Aviation Organization, Jan. 17, 2018, https://www.icao.int/Newsroom/Pages/Continued-passenger-traffic-growth-and-robust-air-cargo-demand-in-2017.aspx#:~:text=Montr%C3%A9al%2C%2017%20January%202018%20%E2%80%93%20A,a%207.1%25%20increase%20over%202016 (showing infographic with every continent increasing air travel demand). 
12. “What Types of Cargo are Transported by Air?,” International Air Transport Association, Sep. 7, 2022, https://www.iata.org/en/publications/newsletters/iata-knowledge-hub/what-types-of-cargo-are-transported-by-air/.
13. International Air Transport Association Economics, “Air Connectivity: Measuring The Connections That Drive Economic,” International Air Transport Association, Nov. 11, 2020, https://www.iata.org/en/iata-repository/publications/economic-reports/air-connectivity-measuring-the-connections-that-drive-economic-growth/ (facilitating tourism alone, the aviation industry is estimated to support 87.7 million jobs worldwide). 
14. Christopher de Bellaigue, Flying Green: On the Frontiers of New Aviation (New York: Columbia Global Reports, 2023), p. 21 (mentioning pilots, airport facilities and operations, and technicians, to name a few).
15. Commercial aviation includes passenger airlines such as Delta and United Airlines, as well as cargo or freight airlines such as UPS Airlines and FedEx Express. Military aviation is as it sounds, for military purposes, including air transport of military passengers or cargo. Military aviation is as it sounds, for military purposes, including air transport of military passengers or cargo. General aviation offers a final catchall category that covers air travel used for activities such as fire control, personal planes, and emergency medical support. “Sectors of Aviation,” National Aviation Academy, https://www.naa.edu/sectors-of-aviation/ (last accessed Oct. 19, 2023).
16. “Sectors of Aviation,” National Aviation Academy, https://www.naa.edu/sectors-of-aviation/ (last accessed Oct. 19, 2023).
17. “Global Aviation and Our Sustainable Future: International Civil Aviation Organization Briefing for Rio+20,” International Civil Aviation Organization, 2012, pp. 6-8, https://www.icao.int/environmental-protection/documents/rio+20_booklet.pdf. 
18. International Civil Aviation Organization, “Global Aviation and Our Sustainable Future: International Civil Aviation Organization Briefing for Rio+20,” pp. 6-8; International Civil Aviation Organization Secretariat, “Overview: Market-Based Measures,” International Civil Aviation Industry, 2013, p. 138, https://www.icao.int/meetings/glads-2015/documents/env_report_mbms_2013.pdf; “An Introduction to Market-Based Measures (MBMs),” International Civil Aviation Organization, 2015, p. 6, https://www.icao.int/Meetings/EnvironmentalWorkshops/Documents/2015-Warsaw/6_1_An-introduction-to-market-based-measures-MBMs.pdf (listing levies, emissions trading, and offsetting). 
19. “Corsia Fact Sheet,” International Air Transportation Association, https://www.iata.org/en/iata-repository/pressroom/fact-sheets/fact-sheet---corsia/ (last accessed Sep. 10, 2023). 
20. “There are two major aspects to [aviation] regulation—economic and technical. They are administered separately in most countries and there is a major international coordination body in each sphere, these being the International Civil Aviation Organisation (ICAO) looking after safety-oriented regulation and the International Air Transport Association (IATA) looking after commercially sensitive regulation.” Mike, Hirst, The Air Transport System (Reston: American Institute of Aeronautics & Astronautics, 2008), p. 47.
21. “Net-Zero Carbon Emissions by 2050,” International Air Transportation Association, Oct. 4, 2021, https://www.iata.org/en/pressroom/pressroom-archive/2021-releases/2021-10-04-03/.
22. “States Adopt Net-Zero 2050 Global Aspirational Goal for International Flight Operations,” International Civil Aviation Organization, Oct. 2022, https://www.icao.int/Newsroom/Pages/States-adopts-netzero-2050-aspirational-goal-for-international-flight-operations.aspx.
23. Niraj Chokshi, “Electric Planes, Once a Fantasy, Start to Take to the Skies,” New York Times, Nov. 3, 2023, https://www.nytimes.com/2023/11/03/business/electric-planes-beta-technologies.html. (Included in quote 1, "Green options abound...")
24. Outside this scope of this Article is the rupture in opinion deciding what is the best method to decarbonize, the “how.” 
25. Martin.
26. “This chart shows how global air travel is faring,” World Economic Forum, Dec. 15, 2022, https://www.weforum.org/agenda/2022/12/this-chart-shows-how-global-air-travel-is-faring/.
27. “This chart shows how global air travel is faring,” World Economic Forum, Dec. 15, 2022, https://www.weforum.org/agenda/2022/12/this-chart-shows-how-global-air-travel-is-faring/.
28. De Bellaigue, p. 19. 
29. Ho, p. 1881 (listing frameworks such as the Global Reporting Initiative (GRI), ISO sustainability standards, the Climate Disclosure Protocol (CDP), and Sustainability Accounting Standards Board (SASB) standards). Frequently today, the discussion around sustainability goes hand-in-hand with the decarbonization imperative. The term “decarbonization” first appeared in the Green House Gas Protocol of 2001. “Scope 1, 2, and 3 Emissions: What you need to know,” Deloitte, https://www2.deloitte.com/uk/en/focus/climate-change/zero-in-on-scope-1-2-and-3-emissions.html (last accessed Oct. 16, 2023); “Tackling your Value Chain Emissions,” Deloitte, https://www2.deloitte.com/uk/en/focus/climate-change/reducing-scope-3-value-chain-emissions.html (last accessed Oct. 16, 2023) (defining value chains as “emissions associated not with a company itself, but with the other entities it interacts with up and down the value chain.”). Another way of thinking about value chains is the energy it takes to produce a good or service being the “upstream” costs, such as distribution and production costs, and the eventual energy to use or dispose of a good or service as the “downstream” costs, such as business travel for a consultant to deliver services or a plastic to be recycled. 
30. “Proposes Rules to Enhance and Standardize Climate-Related Disclosures for Investors,” SEC, Mar. 21, 2022, https://www.sec.gov/news/press-release/2022-46. Congress initiated the SEC’s disclosure mandate by passing the ESG Disclosure Simplification Act, which required the SEC to define ESG metrics and require companies to disclose their ESG metrics. The bill was passed under a different name. Corporate Governance Improvement and Investor Protection Act, H.R. 1187, 117th Cong., as passed by House, 16 June 2021. 
31. “Proposes Rules to Enhance and Standardize Climate-Related Disclosures for Investors,” SEC, Mar. 21, 2022, https://www.sec.gov/news/press-release/2022-46.  
32. “Remarks before the Financial Stability Oversight Council: Climate Risk Disclose,” SEC, July 28, 2023, https://www.sec.gov/news/speech/gensler-remarks-fsoc-climate-072823 (“we are considering carefully the more than 15,000 comments we’ve received on the proposal.”); Jon McGowen, “SEC Climate Disclose Rule Most Likely Not Final Until 2024, Effective 2026,” Forbes, Oct. 25, 2023, https://www.forbes.com/sites/jonmcgowan/2023/10/26/sec-climate-disclosure-rule-most-likely-not-final-until-2024-effective-2026/?sh=5c1d01dd3434 (discussing delay in release).
33. Jay Clayton, and Patrick McHenry, “The SEC's Climate-Change Overreach,” Wall Street Journal, Mar. 20, 2022, https://www.wsj.com/articles/the-secs-climate-change-overreach-global-warming-risks-lawmakers-invertors-market-data-11647801469. For further analysis of SEC critiques see George S., Georgiev, “The SEC's Climate Disclosure Rule: Critiquing the Critics, ” Rutgers Law Review, vol. 30 (2022-2023): p. 101.
34. Already on April 4th, 2024, the SEC announced it would pause the implementation of the finalized climate disclosure rules after a federal appellate court imposed a temporary stay. The SEC did not waver in its lawful authority to enact the rule, rather, the stay seeks to avoid regulatory uncertainty and defend the rule’s merits against legal challenges. Order Issuing Stay of The Enhancement and Standardization of Climate-Related Disclosures for Investors, 89 Fed. Reg. 25804 (4 Apr. 2024) (to be codified at 17 C.F.R. 210, 229, 230, 232, 239, and 249).  Lawsuits argue both sides, that the finalized rules overextend and do not extend enough. Compare "Liberty Energy, Inc. v. SEC," No. 24-60109, 2024 WL 1152283 (5th Cir. 15 Mar. 2024) (challenging the finalized rules under the Major Questions Doctrine, Administrative Procedures Act, and First Amendment) with "petition for review filed," No. 24-1067 (D.C. Cir. 13 Mar. 2024) (arguing that the finalized rules fail to shield investors from the risk of climate change). 
35. “Annual Meetings and Proxy Requirements,” SEC, Apr. 6, 2023, https://www.sec.gov/education/smallbusiness/goingpublic/annualmeetings#:~:text=Proxy%20statements%20describe%20matters%20up,for%20the%20election%20of%20directors.
36. “Annual Meetings and Proxy Requirements.” The vote occurs at what is often called “the annual meeting.” A proxy statement is sometimes referred to as the DEF 14A, in reference to the SEC’s term “definitive proxy statement,” and the name of the form “schedule 14A,” which companies fill out to properly file with the SEC. SEC, “Annual Meetings and Proxy Requirements.”
37. Keith Johnson, et al., “Proxy Voting Reform: What is on the Agenda, What is Not on the Agenda, and Why it Matters for Asset Owners,” Boston University Law Review, vol. 99 (2019); p. 1363. 
38. Johnson, p. 1363. 
39. “Fact Sheet: Shareholder Proposals under Rule 14a-8: Proposed Rules,” SEC, July 13, 2022, https://www.sec.gov/files/34-95267-fact-sheet.pdf.
40. 17 C.F.R. § 240.14a-8 (2020) (adopting amendments to its rules governing proxy solicitations so that investors who use proxy voting advice receive more transparent, accurate, and complete information on which to make their voting decisions, without imposing undue costs or delays that could adversely affect the timely provision of proxy voting advice).
41. Virgina Harper Ho, “From Public Policy to Materiality: Non-Financial Reporting, Shareholder Engagement, and Rule 14a-8's Ordinary Business Exception,” Washington & Lee Law Rule, vol. 76 (2019): p. 1233; “Lawsuits aimed at greenhouse-gas emissions are a growing trend,” Economist, Apr. 23, 2022, https://www.economist.com/international/2022/04/23/lawsuits-aimed-at-greenhouse-gas-emissions-are-a-growing-trend.
42. “When will air travel return to pre-pandemic levels?,” World Economic Forum, Dec. 14, 2022, https://www.weforum.org/agenda/2022/12/when-will-air-travel-return-to-pre-pandemic-levels/.
43. International Civil Aviation Organization 40th General Assembly, “Working Paper, United States Efforts to Address Aviation's Climate Impact,” International Civil Aviation Organization, 2019, p. 6, www.icao.int/Meetings/a40/Documents/WP/wp_531_en.pdf.
44. Analysis on file with the Author.
45. United Air Holdings, Inc. Proxy Statement (Schedule 14A), table of contents, “A Message from Our Chief Executive Officer” and “A Message from Our Chairman,” Apr. 13, 2023; Delta Air Lines, Inc. Proxy Statement (Schedule 14A), pp. 2-3, Apr. 28, 2023.
46. See, for example, United Air Holdings, Inc. Proxy Statement (Schedule 14A), p. 7 (“Today, we do not have the solution at the scale needed to decarbonize.”).
47. United Air Holdings, Inc. Proxy Statement (Schedule 14A), p. 7 (listing various ways United plans to engage with current SAF production and enhance future production); Delta Air Lines, Inc. Proxy Statement (Schedule 14A), p. 12 (same).
48. “United: Corporate Responsibility Report,” United, 2023, https://crreport.united.com/; “Delta: 2022 ESG Report,” United, 2023, https://news.delta.com/sites/default/files/2023-04/delta_esgreport2022_0.pdf. 
49. Rb. Amsterdam, 7 June 2022, HA ZA 22-524 (FossielVrij NL / KLM) (Neth.) (containing the Netherlands district court decision); Toby Sterling & Joanna Plucinska, Reuters (Mar. 20, 2024), https://www.reuters.com/business/aerospace-defense/dutch-court-rule-klm-greenwashing-case-2024-03-20/#:~:text=Dutch%20court%20finds%20KLM%20ads%20were%20misleading%20in%20'greenwashing'%20case,-By%20Toby%20Sterling&text=AMSTERDAM%2C%20March%2020%20(Reuters),so%2Dcalled%20%22greenwashing%22 (holding that KLM misled customers with an advertising campaign aimed at improving the company’s environmental image).
50. United Air Holdings, Inc. Proxy Statement (Schedule 14A), p. 5/66 (on page 66 urging to go to the separate Corporate Responsibility Report available online). Delta airlines does not use the TCFD framework, rather the Science Based Targets Initiative (SBTi).  Delta Air Lines, Inc. Proxy Statement (Schedule 14A), p. 11.
51. TCDF disbanded in 2023 and is now monitored by the International Financial Reporting Standards Foundation  (“IFRS”). See News Release, IFRS Foundation Welcomes Culmination of TCFD Work and Transfer of TCFD Monitoring Responsibilities to ISSB From 2024, IFRS (July 10, 2023), available at https://www.ifrs.org/news-and-events/news/2023/07/foundation-welcomes-tcfd-responsibilities-from-2024/.
52. United Air Holdings, Inc., Proxy Statement (Schedule 14A), p. 7 (“[w]e operate in a hard-to-abate industry.”).
53. Department of Economic and Social Affairs Division for Sustainable Development, “Multidimensional Issues in International Electric Power Grid Interconnections,” United Nations, Feb. 2007, p. 151, https://www.un.org/esa/sustdev/publications/energy/interconnections.pdf (listing five key components of energy security as: energy supply, economic, technological, environmental, social and cultural, and military/security).
54. United Air Holdings, Inc., Proxy Statement (Schedule 14A), p. 14.
55. Delta Air Lines, Inc., Proxy Statement (Schedule 14A), p. 10.
56. Delta Air Lines, Inc., Proxy Statement (Schedule 14A), p. 9; United Air Holdings, Inc., Proxy Statement (Schedule 14A), p. 17.
57. ICAO and IMO are sister regulatory organizations for their respective form of transit. Both aviation and maritime are not included in the Nationally Determined Contributions (NDCs) under the Paris Agreement because these are separately addressed by ICAO and IMO to complement the Paris Agreement goals. “Innovation for a Green Transition: 2022 Environmental Report,” International Civil Aviation Organization, 2022, pp. 322, 326, https://www.icao.int/environmental-protection/Documents/EnvironmentalReports/2022/ICAO%20ENV%20Report%202022%20F4.pdf. 
58. International Civil Aviation Organization 40th General Assembly, p. A-13 (agreeing that IMO codified first, beating its sister agency ICAO).
59. Shraeya Mithal, and Dan Rutherford, “Policy Update: ICAO's 2050 Net-Zero CO2 Goal for International Aviation,” International Council on Clean Transportation, Jan. 2023, p. 1, https://theicct.org/wp-content/uploads/2022/12/global-aviation-ICAO-net-zero-goal-jan23.pdf. 
60. Mithal and Rutherford, p. 1. 
61. Bryan Comer, and Francielle Carvalho, “IMO's Newly Revised GHG Strategy: What it Means for Shipping and the Paris Agreement,” International Council on Clean Transportation, July 7, 2023, https://theicct.org/marine-imo-updated-ghg-strategy-jul23/.
62. Nishatabbas Rehmatulla, et al., “Exploring the Relevance of ICAO’s Sustainable Aviation Fuels Framework for the IMO,” Environmental Defense Fund, June 30, 2020, p. 11,  https://www.edf.org/sites/default/files/content/Exploring_the_relevance_of_ICAO_SAF_for_the_IMO_July_2020.pdf (“[b]y building on existing work, the IMO can streamline the process of adopting a methodology for accounting for emissions of low and zero-carbon marine fuels, in order to meet the goals of the Initial Strategy.”).
63. “SEC Proposes Rules to Enhance and Standardize Climate-Related Disclosures for Investors,” (listing the Task Force on Climate-Related Financial Disclosures and the Greenhouse Gas Protocol as disclosure frameworks); McGowen (pointing out that the proposed disclosures are similar to those that many companies already provide based on widely accepted global disclosure frameworks); Greenhouse Gas Reporting Program Climate Change Division, “Learn About the Greenhouse Gas Reporting Program (GHGRP),” EPA, https://www.epa.gov/ghgreporting (last accessed Oct. 1, 2023) (citing the World Resources Institute as the original source of terms “Scope 1, 2, and 3 emissions,” which is used in the widely accepted greenhouse gas accounting standard). 
64. Martin.
65. De Bellaigue, p. 23. 
66. De Bellaigue, p. 83.
67. Ben, Elgin, “How US Airlines Fell Behind Europe on Sustainable Jet Fuel,” Bloomberg, Oct. 5, 2023, https://www.bloomberg.com/news/articles/2023-10-05/how-us-airlines-fell-behind-europe-on-sustainable-jet-fuel.
68. Elgin. 
69. Elgin (showing American civil airlines United, American, Delta, and Alaska behind other carriers).
70. Martin; Bellaigue, pp. 82-83 (IATA predicts China will overtake the US as the world’s biggest aviation market).
71. Federal Aviation Administration, “United States: 2021 Aviation Climate Action Plan,” Federal Aviation Administration, 2021, p. 5, https://www.faa.gov/sites/faa.gov/files/2021-11/Aviation_Climate_Action_Plan.pdf (presenting graphical data of aviation energy and operational enhancements). 
72. “The Aviation Industry Wants to Be Net Zero—But Not Yet,” Economist, May 20, 2013, https://www.economist.com/business/2023/05/14/the-aviation-industry-wants-to-be-net-zero-but-not-yet. 
73. Global warming occurs when carbon dioxide (CO2) and other air pollutants collect in the atmosphere and absorb sunlight and solar radiation that have bounced off the earth’s surface. See Amanda MacMillan & Jeff Turrentine, Global Warming 101, NRDC (Apr. 7, 2021), https://www.nrdc.org/stories/global-warming-101#warming.
74. Bellaigue, p. 24. 
75. Bellaigue, p. 19.
76. Stefan Gossling, and Andreas Humpe, “The Global Scale, Distribution and Growth of Aviation: Implications for Climate Change,” ScienceDirect, Nov. 1, 2020, p. 4, https://doi.org/10.1016/j.gloenvcha.2020.102194. 
77. Bellaigue, pp. 82-83.
78. Bellaigue, p. 19.
79. It was in this line of thinking that Taylor Swift topped the list of celebrities with the worst jet carbon footprint. The celebrity carbon emission report by Yard, a UK-based digital marketing agency, now comes with hefty disclaimers. “Just Plane Wrong: Celebs with the Worst Private Jet CO2 Emissions,” Yard, July 29, 2022,; Caitlin O’Kane, “Taylor Swift Will Likely Take Her Private Plane From Tokyo to Las Vegas For The Super Bowl. But The Jet Comes With Emissions – And Criticism,” CBS News, Feb. 6, 2024, https://www.cbsnews.com/news/taylor-swift-private-jet-tracker-legal-action-plane-from-tokyo-to-las-vegas-for-the-super-bowl-emissions/; Solcyré Burga, "From Private Jets to Superyachts, Here's the Climate Impact of the Rich and Famous," Time, Aug. 25, 2022, https://time.com/6208632/celebrities-climate-impact-private-jets-yachts/ (noting that Canada has since imposed a new tax on luxury aircrafts and yachts to clamp down on the climate impact of these activities). https://weareyard.com/insights/worst-celebrity-private-jet-co2-emission-offenders; Caitlin O’Kane, “Taylor Swift Will Likely Take Her Private Plane From Tokyo to Las Vegas For The Super Bowl. But The Jet Comes With Emissions – And Criticism,” CBS News, Feb. 6, 2024, https://www.cbsnews.com/news/taylor-swift-private-jet-tracker-legal-action-plane-from-tokyo-to-las-vegas-for-the-super-bowl-emissions/; Solcyré Burga, “From Private Jets to Superyachts, Here's the Climate Impact of the Rich and Famous,” Time, Aug. 25, 2022, https://time.com/6208632/celebrities-climate-impact-private-jets-yachts/ (noting that Canada has since imposed a new tax on luxury aircrafts and yachts to clamp down on the climate impact of these activities).
80. Taylor Swift’s representative argued this much that Swift “bought more than double the “carbon credits” needed to offset her travel before her recent tour kicked off.” Drew Harwell, “Taylor Swift Threatens Legal Action Against Student Who Tracks Her Jet,” Washington Post, Feb. 6, 2024, https://www.washingtonpost.com/technology/2024/02/06/taylor-swift-jet-tracking-legal-threat/.
81. Christine Hauser, “After the Ohio Train Derailment: Evacuation, Toxic Chemicals and Water Worries,” New York Times, June 23, 2023, https://www.nytimes.com/article/ohio-train-derailment.html?smid=url-share (describing the train derailment in East Palestine, Ohio); “President Biden Advances Visions for World Class Passenger Rail by Delivering Billions in New Funding,” White House, Nov. 6, 2023, https://www.whitehouse.gov/briefing-room/statements-releases/2023/11/06/fact-sheet-president-biden-advances-vision-for-world-class-passenger-rail-by-delivering-billions-in-new-funding/ (describing plans for the $16.4 billion infrastructure investment targeting rails, bridges, and tunnels).
82. “France bans short-haul flights to cut carbon emissions,” British Broadcasting Corporation, May 23, 2023, https://bbc.com/news/world-europe-65687665 (ending routes where the same journey could be made by train in under two-and-a-half hours).
83. Marjan Rintel, “KLM Chief Encourages Passengers to Take the Train to Cut Emissions,” Financial Times, Dec. 6, 2022, https://www.ft.com/content/6e1af2ed-bc84-4f1b-b543-4e3e775362b4.
84. Minho Kim, and E&E News, “Why High-Speed Bullet Trains Won't Work in the U.S. Right Now,” Scientific American, Sept. 5, 2023, https://www.scientificamerican.com/article/why-high-speed-bullet-trains-wont-work-in-the-u-s-right-now/ (predicting the failure of future rail advancements even with President Biden’s additional funding); “FACT SHEET: President Biden Announces Billions to Deliver World-Class High-Speed Rail and Launch New Passenger Rail Corridors Across the Country,” White House, Dec. 8, 2023, https://www.whitehouse.gov/briefing-room/statements-releases/2023/12/08/fact-sheet-president-biden-announces-billions-to-deliver-world-class-high-speed-rail-and-launch-new-passenger-rail-corridors-across-the-country/ (announcing $8.2 billion in new funding for 10 major passenger rail projects). 
85. Deborah Acosta, “The Biggest South Florida Housing Boom is Near the Rail Stations,” Wall Street Journal, May 23, 2023, https://www.wsj.com/articles/the-biggest-south-florida-housing-boom-is-near-the-rail-stations-d6101467?reflink=desktopwebshare_permalink (capitalizing on travel needs in South Florida, the first private US passenger rail in 100 years reported a 68% increase in ridership in March of 2023). 
86. “Aviation Fuel Supply Model Agreement (Incorporating Supply of SAF Blend),” International Air Transportation Association, July 2023, https://www.iata.org/contentassets/ebdba50e57194019930d72722413edd4/afsma-ed-5.1-july-2023f.pdf (providing a template to the industry that includes SAF in basic contract terms); International Air Transportation Association, Aviation Fuel Supply Model Agreement, Jan. 1, 2017,  https://www-int.iata.org/contentassets/ebdba50e57194019930d72722413edd4/afsma-ver-5--jan-2017f.pdf (offering the same contract template without SAF provisions).
87. Andrew J. Hawkins, “Google hands over its tool for estimating flight emissions to an independent advisory group,” Verge, July 12, 2023, https://www.theverge.com/2023/7/12/23791508/google-travel-impact-model-advisory-panel-flight-emissions.
88. International Air Transport Association Economics. 
89. International Air Transport Association Economics.
90. For a sampling of the multitude of areas aviation touches, see Tim, Wu, “The Bigger Airlines Get, the Worse They Become,” New York Times, Dec. 4, 2023, https://www.nytimes.com/2023/12/04/opinion/jetblue-spirit-airlines-merger.html (antitrust law); Mary, Schlangenstein, “Alaska Air Agrees to Buy Hawaiian in $1.9 Billion Deal,” Bloomberg, Dec. 3, 2023, https://www.bloomberg.com/news/articles/2023-12-03/alaska-air-agrees-to-buy-rival-hawaiian-in-1-9-billion-deal (deals); “How The Right Tax Policy Makes Sustainable Aviation Fuels Work,” Environmental Defense Fund, https://www.edf.org/sustainable-aviation-fuels (last accessed Nov 23, 2023) (tax policy); “Tax Exemption on Jet Fuel,” International Air Transportation Association,  https://www.iata.org/contentassets/ebdba50e57194019930d72722413edd4/iata-position---tax-exemption-on-jet-fuel.pdf (last accessed Nov. 20, 2023) (tax exemption); Arnold W., Reitze Jr., “Biofuels—Snake Oil for the Twenty-First Century,” Oregon Law Review, vol. 87 (2008): p. 1184 (climate law); John W., Gelder, “Air Law–The Federal Aviation Act of 1958,” Michigan Law Review, vol. 57 (1959): p. 1214 (administrative law).
91. Bellaigue, p. 33.
92. The first ever UN conference on environmental issues arose four years earlier from the Swedish delegation which wanted to present an alternative to planned conferences on the peaceful use of nuclear energy. The then appointed Secretary-General of the conference in Stockholm was a Canadian who was influenced by the writings of authors such as Rachel Carson and Barbara Ward, pioneering scientists and prolific writers on sustainability. At the conference, Strong encouraged, for the first time, engagement of NGOs who had previously attended separate although parallel topics, and he importantly involved thousands of mostly younger people who were concerned about the environment. Jones, pp. 88-89. 
93. Mark Hutcheon, Consumers Expect Brands to Address Climate Change, Wall St. J. (Apr. 20, 2021), available at https://deloitte.wsj.com/cmo/consumers-expect-brands-to-address-climate-change-01618945334 (“40% of the general public say they are more likely to be actively involved in social issues, and many are changing their buying patterns or encouraging others to do the same.“)