ESG Quick Guide: UK greenwashing rules for corporates and financial sector

• AGR – Anti-greenwashing Rule from the FCA
• ASA – Advertising Standards Authority
• B2B – business-to-business
• B2C – business-to-consumer
• BCAP Code – UK Code of Broadcast Advertising
• BPRs – Business Protection from Misleading Marketing Regulations 2008
• CA 2006 – Companies Act 2006
• CAP Code – UK Code of Non-broadcast Advertising and Direct & Promotional Marketing
• CFD Regime – climate-related financial disclosure regime under CA 2006
• CMA – Competition and Markets Authority
• CPRs – Consumer Protection from Unfair Trading Regulations 2008
• CPS – Crown Prosecution Service 
• CRFD Regime – climate-related financial disclosure regime under UKLR 
• DMCCA – Digital Markets, Competition and Consumers Act 2024
• ECCTA – Economic Crime and Corporate Transparency Act 2023
• EmpCo – EU Empowering Consumers for the Green Transition Directive
• FCA – Financial Conduct Authority
• FRC – Financial Reporting Council
• FSMA – Financial Services and Markets Act 2000
• FTPF – failure to prevent fraud offence under section 199 of ECCTA
• NCP – National Contact Point
• POATRs – Public Offers and Admissions to Trading Regulations 2024
• SDR – Sustainability Disclosure Requirements
• TCFD – Task Force on Climate-related Financial Disclosures
• UKLR – UK Listing Rules

The UK does not have one single "anti-greenwashing law". Instead, the regulatory framework governing sustainability-related claims is built upon a range of existing consumer protection, advertising, misleading marketing, financial and corporate governance rules and regulation.

While formal enforcement action and litigation for greenwashing have been relatively limited in the UK to date, the regulatory and litigation landscape is evolving rapidly and the Advertising Standards Agency (the “ASA”), a non-statutory regulator, has issued frequent rulings requiring the removal of advertisements in recent years. 

The table below summarises the main UK rules that are relevant for assessing potential greenwashing, with more detail on each provided in the sections that follow.

“Greenwashing” refers to the act of misleading third parties, whether intentionally or not, by overstating the positive environmental impact of a product, service, brand or business.

This can occur in a wide variety of contexts, including advertising materials, websites, company reports, investor communications, sustainability disclosures, net zero transition plans, product labelling and B2B transactions (for example, representations made in commercial contracts, M&A due diligence or supply chain negotiations).

Common examples include:

• Vague or unsubstantiated claims (e.g. "eco-friendly", "sustainable", "green") without clear, accessible evidence or relevant caveats.
• Partial claims that are technically true but give a misleading overall impression – for example, general claims which relate only to a specific part of the product or part of a product life cycle (without disclosing this), highlighting a single green feature while omitting significant environmental harms, or promoting a small proportion of low-carbon activity in a way that implies it is representative of the business as a whole.
• Future commitments such as "net zero by 2050" that lack a credible, verifiable, time-bound implementation plan.
• Carbon offsetting and neutrality claims, including assertions such as "climate neutral", "net zero" or "climate compensated" made without adequate disclosure of the basis, scope and limitations of the offsetting scheme.
• Misleading certifications or endorsements, such as displaying a trust mark or claiming to be certified to an environmental standard when this is not the case.
• Implicit claims through imagery and visual branding – using green colours, leaf motifs or nature imagery in a way that conveys a misleading environmental impression, even where no explicit claim is made in words.

A note on unintentional greenwashing: Liability under consumer protection, advertising and financial services law does not always require dishonest intent. Claims that are factually accurate but misleading by omission, overall impression or inadequate substantiation are equally actionable. Businesses should not assume that acting in good faith will always provide a defence.

The consumer body Which? found in July 2025 that greenwashing is widespread in the UK, with compliance with the CMA's Green Claims Code very low (see here).

The CMA and ASA have indicated that they will increasingly use AI-based tools to identify potentially misleading claims proactively.

The ASA has advised (see here) that “greenhushing” (i.e., staying silent about sustainability credentials to avoid greenwashing accusations) is not the solution to increasing regulatory scrutiny of environmental claims. It believes businesses should instead focus on “greenspeaking” (i.e., communicating environmental initiatives accurately, transparently and in a balanced way). The key message is that firms should use precise, qualified and well-substantiated claims, clearly explain how specific initiatives fit into broader sustainability strategies, and present information from the perspective of an average consumer. Companies, particularly those in high-carbon sectors, can make sustainability claims provided they do not exaggerate their progress, omit material information, or create a misleading overall impression about their business model.

The consumer protection and advertising standards framework applicable to environmental claims in the UK operates through several channels: 

• the CMA's guidance on environmental claims on goods and services (known as the "Green Claims Code") and its Supply Chain Guidance, enforced through the DMCCA; 
• the ASA's CAP Code and BCAP Code; and 
• in the business-to-business (“B2B”) context, the Business Protection from Misleading Marketing Regulations 2008 (“BPRs”). 

We summarise these below.

CMA's Green Claims Code and Supply Chain Guidance

The CMA's Green Claims Code has applied to all businesses making environmental claims to UK consumers, including corporates and financial institutions, since 20 September 2021. 

It is based on the Consumer Protection from Unfair Trading Regulations 2008 (now replaced by the unfair commercial practices provisions of the DMCCA, which apply to commercial practices from 6 April 2025 onwards) and the Business Protection from Misleading Marketing Regulations 2008 (“BPRs”). 

The Green Claims Code is based on six principles which require that environmental claims are:

• truthful and accurate;
• clear and unambiguous;
• not omitting or hiding important relevant information;
• fair and meaningful in any comparisons made;
• based on the full life cycle of the product or service; and
• substantiated.

The Green Claims Code applies to all aspects of a claim, including the wording, logos, imagery and overall presentation, and covers both business-to-consumer and (to a more limited extent) B2B claims. A business cannot rely on the technical accuracy of a headline claim where the overall impression conveyed is misleading.

In January 2026, the CMA published its Supply Chain Guidance, which supplements the Green Claims Code and clarifies that businesses across the supply chain bear responsibility for claims they repeat or pass on. Separate tailored checklists have been published for retailers, brands and suppliers/manufacturers. If a business cannot obtain sufficient information to verify a supplier's claim, it should consider making the claim differently or reassessing the trading relationship if the supplier cannot, or will not, provide verification. A retailer may be regarded as "making" a misleading claim merely by stocking or marketing a product bearing that claim.

The DMCCA 2024 significantly strengthens the CMA's enforcement powers. The CMA can now directly impose fines of up to £300,000 or 10% of global turnover (whichever is higher) without needing to go to court. The CMA can also issue directions relating compliance, provision of relevant consumer information and consumer redress. There are also potential criminal sanctions for certain breaches.

To date, there have been no enforcements or formal investigations by the CMA against financial institutions for breach of the Green Claims Code, with CMA actions to date having been focused on corporates in the fashion retail, fast-moving consumer goods (“FMCG”), boiler, and green heating and insulation sectors. 

In particular, in 2024 the CMA secured undertakings from ASOS, Boohoo and George at ASDA to withdraw misleading green marketing claims, and subsequently wrote to 17 other fashion brands raising concerns about their green marketing practices (see our blog post). 

To date, the CMA has not yet opened a formal DMCCA greenwashing investigation.

ASA's CAP and BCAP Codes

The ASA's CAP Code (Rule 11) and BCAP Code (Rule 9) contain specific rules on environmental claims in advertising. These rules apply to anyone making advertisements (broadcast and non-broadcast) in the UK, including financial institutions and other corporates. Both Codes can be accessed here. 

The ASA has also published specific guidance on environmental claims: 

• Misleading environmental claims and social responsibility in advertising 
• Greenspeaking with confidence
• Environmental claims: a quick checklist

The CAP and BCAP Codes require that: 

• the basis of any environmental claim is clear; 
• claims are based on the full life cycle of the advertised product or service; 
• absolute claims are supported by a high level of substantiation; and 
• claims do not suggest that they command universal acceptance if a significant division of informed or scientific opinion exists.

In addition to the specific rules on environmental claims in advertising, the CAP and BCAP Codes also contain general prohibitions on misleading advertisements (Rule 3), which may be breached at the same time as Rule 11 of the CAP Code and Rule 9 of the BCAP Code where misleading environmental claims are made in advertising. In cases of misleading claims on social topics, Rule 3 would be relevant (whereas Rule 11 of the CAP Code and Rule 9 of the BCAP Code would not).

In practice, the ASA has been clear on a number of expectations arising from these rules:

• Evidence before publication: Advertisers must hold documentary evidence to substantiate objective environmental claims at the time the advertisement is published. Adverts should not be published on the expectation that evidence will be gathered later.
• Absolute claims must be evidenced throughout the lifecycle: Terms such as "green", "eco-friendly", "sustainable" or "carbon neutral" are treated by the ASA as claims that the product is environmentally sound across its entire lifecycle. These require comprehensive evidence spanning all material stages of production, use and disposal. Where evidence relates only to one aspect of the product or process, the claim must be qualified correspondingly.
• In-advertisement qualification: Where an environmental claim appears in a space-constrained format (e.g. paid-search ads, social media posts or banner ads), the basis and limitations of the claim must still be set out clearly within the advertisement itself. The ASA has consistently rejected the argument that there was insufficient space for qualifications where qualifiers could have been included. A footnote or separate web page does not substitute for in-ad disclosure.
• Overall impression and proportion of business: Promoting a green initiative or a subset of activities in a way that creates an overall impression that this is representative of the business as a whole can be misleading, particularly for businesses in high-emitting sectors. Material context about the scale or proportion of lower-carbon activities relative to more harmful ones should be included where relevant.
• Comparative claims: Comparing environmental performance with a competitor or with the business's own historical performance is permissible, but the comparison must be based on equivalent lifecycle boundaries and presented in a way that is fair and not likely to mislead.

The ASA can require offending advertisements to be amended or removed, and ASA rulings are published on its website. Although the ASA does not have the power to impose penalties directly, it can refer cases to the CMA, which can then impose substantial fines under the DMCCA. If advertisers persistently breach the Codes, the ASA can also refer them to Trading Standards Services or Ofcom for further action.

The ASA has been increasingly active in enforcing the Codes, as it has shifted in recent years from a complaints-led approach to a more proactive stance, using AI-based tools to identify potentially misleading ads.

Business-to-business advertising (BPRs)

In addition to the consumer protection and advertising standards rules above, the Business Protection from Misleading Marketing Regulations 2008 (“BPRs”) prohibit advertising that deceives businesses and is likely to affect their economic behaviour, or that injures a competitor. 

Misleading environmental claims in a B2B context – for example, in supply chain marketing, procurement pitches or B2B financial marketing – may therefore engage the BPRs.

Engaging in misleading B2B advertising is a criminal offence, enforced by Trading Standards Services and, in serious cases, the CPS.

Scope

The FCA anti-greenwashing rule (AGR) has applied to all FCA-authorised firms since 31 May 2024. It applies when a firm communicates with UK clients in relation to a financial product or service, or communicates (or approves) a financial promotion to a person in the UK.

Non-financial corporates are not directly subject to the AGR but may be indirectly affected where their green claims are referenced in financial promotions by regulated counterparties, or where they seek investment from regulated sustainable funds.

Requirements

The AGR (ESG 4.3.1R) requires authorised firms to ensure that any reference to the sustainability characteristics of their financial products and services is consistent with those characteristics, and is clear, fair and not misleading. The FCA has published finalised guidance (FG24/3) to assist firms.

References to sustainability characteristics must be:

• Correct and capable of being substantiated
• Clear and presented in an understandable way
• Complete – not omitting or hiding important information, considering the full life cycle of the product or service, and presenting claims in a balanced way
• Fair and meaningful in relation to any comparisons with other products or services

The AGR complements existing FCA rules on fair, clear and not misleading communications (including PRIN and COBS 4.2) and does not override them.

Firms should also consider the use of visuals: images, logos and colours form part of the overall presentation and should not convey a misleading impression, even where the accompanying text is factually correct.

Firms may tailor communications to their audience (e.g. professional versus retail clients). Firms subject to the Consumer Duty should test communications to ensure they meet customer information needs and monitor customer outcomes, investigating and correcting any deficiencies identified.

Alongside the AGR, naming and marketing rules restricting the use of terms such as "ESG", "green" or "sustainable" for investment products have applied since December 2024 as part of the FCA's wider Sustainability Disclosure Requirements (SDR) and investment labels regime.

Supervision and enforcement / sanctions for non-compliance

The FCA may use its usual enforcement powers to enforce the AGR, which include financial penalties, prohibiting individuals from carrying out regulated activities, public censure or prosecution. However, since the AGR came into force in May 2024, there have been no enforcements nor formal investigations by the FCA into suspected breaches of the AGR. 

The FCA's current focus has shifted towards regulation for growth and reducing regulatory burden. However, the absence of formal enforcement action to date does not mean that the risk of enforcement is negligible. The FCA has made clear that greenwashing remains on its radar. In addition, the FCA has indicated that it may take supervisory or enforcement action where it has reason to believe that there is a risk of consumer harm or where serious misconduct may have taken place. Firms should therefore continue to ensure that their sustainability-related claims comply with the AGR and the FCA's guidance.

FCA principles

While the AGR focuses on products and services, FCA Principles 6, 7 and (where applicable) 12 also apply to sustainability-related claims a firm makes about itself as a firm.

For more information on the AGR and FCA principles, see our ESG Quick Guide: UK SDR and anti-greenwashing rule.

The Economic Crime and Corporate Transparency Act 2023 ("ECCTA") came into force on 1 September 2025 and introduces the offence of failure to prevent fraud ("FTPF"). The FTPF significantly heightens the legal risks associated with greenwashing, as companies and financial institutions now face the prospect of criminal prosecution, with the associated reputational consequences. We summarise below the scope of the FTPF, its relevance to greenwashing and how it is enforced.

Scope

The FTPF offence is contained in section 199 of ECCTA and applies to large organisations or large groups, defined as those meeting at least two of the following three criteria in the financial year preceding the year of the relevant fraud offence:

• more than 250 employees;
• more than £36 million turnover;
• more than £18 million in total assets.

For the FTPF offence to apply, the relevant fraud must have a UK nexus, meaning the fraud takes place in the UK and/or any actual gain or loss occurs in the UK. The offence applies across all sectors, including the financial sector, and captures many medium-sized businesses, not only the very largest corporates.

Requirements

An organisation is guilty of the FTPF offence where an associated person (i.e. an employee, agent, subsidiary undertaking or other person who performs services for or on behalf of the organisation) commits a fraud offence intending to benefit (directly or indirectly) either: (a) the organisation or (b) the person to whom (or to whose subsidiary) the associated person provides services on behalf of the organisation. It is not necessary to demonstrate that directors or senior managers ordered or knew about the fraud.

Qualifying fraud offences are listed in Schedule 13 to ECCTA – we set out the ones most likely to be relevant in the context of greenwashing below.

The organisation is not guilty of the FTPF offence if it was, or was intended to be, a victim of the fraud offence. 

In addition, an organisation has a defence to the FTPF offence if it can demonstrate that it had "reasonable procedures" for fraud prevention in place at the time the fraud was committed. The onus is on the organisation to establish the defence, and the standard of proof is the balance of probabilities. 

What constitutes "reasonable procedures” is assessed by reference to the scale, nature and complexity of the organisation's activities. The Home Office guidance provides that an organisation's fraud prevention framework should be informed by six core principles: (i) top-level commitment; (ii) risk assessment; (iii) proportionate risk-based prevention procedures; (iv) due diligence; (v) communication and training; and (vi) monitoring and review. The guidance also provides that existing regulatory compliance mechanisms will not automatically qualify as "reasonable procedures" under the ECCTA.

In practice, businesses should review whether their existing procedures specifically address the risk of false green claims being made by associated persons. This often involves reframing greenwashing internally from a purely reputational risk to a corporate fraud risk on the risk register.

Relevance to greenwashing

Where misleading sustainability claims are made, this may constitute a qualifying fraud offence, in particular fraud by false representation (section 2, Fraud Act 2006), fraud by failing to disclose information (section 3, Fraud Act 2006) or false or misleading statements made by directors (section 19, Theft Act 1968).

The Home Office guidance provides the following as an example of conduct capable of constituting fraud by false representation and triggering liability under the FTPF offence: an investment fund provider promotes investment in a "sustainable" timber company, knowing that the company's environmental credentials are fabricated and that timber is harvested from protected forests. Environmental permit violations involving false data to avoid penalties are also cited as an example of fraud by false representation.

Supervision and enforcement / sanctions

For a FTPF offence to be made out, there will always be an underlying fraud offence which has been identified as having been committed by the associated person (although that person need not be prosecuted for the large organisation to be held liable).

The FTPF offence can be prosecuted by the CPS (for England and Wales), the Crown Office and Procurator Fiscal Service (for Scotland), the Public Prosecution Service for Northern Ireland, and the Serious Fraud Office (for England, Wales and Northern Ireland).

If convicted on indictment, an organisation can receive an unlimited fine. If convicted on summary conviction, the organisation will receive a fine (subject to the statutory maximum in Scotland and Northern Ireland). The ECCTA also adds the FTPF offence to the list of offences for which deferred prosecution agreements (DPAs) are available in England and Wales.

The main heads of claim that may be used by investors to pursue a civil claim for greenwashing arise under the Public Offers and Admissions to Trading Regulations 2024 ("POATRs") and the Financial Services and Markets Act 2000 ("FSMA 2000") - summarised below.

Scope

The POATRs came into force on 19 January 2026, replacing the UK Prospectus Regulation and certain related provisions of Part 6 of FSMA 2000, for prospectuses published on or after this date. They apply to UK listed companies and issuers seeking to offer relevant securities to the public or admit transferable securities to trading on a regulated market or primary MTF.

Section 90 of FSMA 2000 continues to apply in respect of prospectuses published before 19 January 2026.

Section 90A and Schedule 10A of FSMA 2000 apply in the secondary-market context to the contents of certain published information (or omissions) falling within the statutory framework, including annual reports and results announcements.

Requirements

Regulation 30 of the POATRs provides that any person responsible for a prospectus is liable to pay compensation to a person who has acquired transferable securities to which the prospectus applies and suffered loss in respect of them as a result of:

• any untrue or misleading statement in the prospectus; or
• the omission from the prospectus of any matter required to be included by regulation 23 (which requires a prospectus to contain the necessary information material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the issuer, the rights attaching to the securities, and the reasons for the issuance and its impact on the issuer).

Section 90 of FSMA 2000 provides equivalent compensation rights in respect of prospectuses published before 19 January 2026.

Under Regulation 30 of the POATRs and section 90 of FSMA 2000, there is no express requirement for investors to prove that they relied on the alleged misstatements or omissions. The only causative link required is that the misleading information or omission caused the loss. However, there is an exemption from liability if the issuer/directors reasonably believed (having made such enquiries, if any, as were reasonable) that the statement was true and not misleading and continued in this belief until the time when the securities were acquired. In addition, the POATRs set liability at the fraud standard (knowledge or recklessness) for forward-looking statements meeting certain criteria (referred to as “protected forward-looking statements” in regulations. This differs from the negligence standard applying to other prospectus statements which are not protected forward-looking statements. 

In the secondary-market context, section 90A and Schedule 10A of FSMA 2000 provide that an issuer is liable to compensate investors who have acquired, continued to hold or disposed of securities in reliance on published information, and suffered loss as a result of any untrue or misleading statement in, or dishonest omission from, that published information. "Published information" includes annual reports, half-yearly reports, interim management statements and results announcements. 

It is more difficult to bring a claim under section 90A FSMA 2000 than section 90 (or Regulation 30 of the POATRs) as a claim under section 90A FSMA 2000 requires:

• the person discharging managerial responsibilities at the issuer to know, or be reckless as to whether, the statement was untrue or misleading, or knew the omission to be a dishonest concealment of a material fact or to have dishonestly delayed making a market announcement;
• the investor to have reasonably relied on the statement.

This provision is particularly relevant to climate-related disclosures: where an issuer's annual report or other published information contains untrue or misleading statements about its sustainability credentials or climate-related risks, investors who suffer loss as a result may have a claim under section 90A (see below for an example of this type of claim).

Supervision and enforcement / sanctions

Investors may bring claims for compensation under regulation 30 of the POATRs (in respect of prospectuses published from 19 January 2026), section 90 of FSMA 2000 (in respect of pre-19 January 2026 prospectuses) and section 90A of FSMA 2000 (in respect of published information in the secondary-market context).

Although there has not yet been a case against a financial institution in the UK relating to misleading ESG disclosures under FSMA 2000 or the POATRs, in May 2024 investors brought a claim against Boohoo Group Plc, a major fashion retailer, for more than £100 million under sections 90 and 90A of FSMA 2000 (see our blog post). The claim alleged that Boohoo made untrue or misleading statements (or alternatively that it failed to make statements or delayed their disclosure) in relation to the wages paid to certain of its factory workers. The case is ongoing, with a primary issue being whether the claimants did in fact rely on Boohoo's alleged misstatements or omissions when acquiring, continuing to hold or disposing of Boohoo shares – these reliance issues are to be addressed in the first of two trials to be listed from October 2027.

The CFD and CRFD regimes (as defined below) require in-scope companies to make certain climate-related financial disclosures in their annual accounts or strategic reports, aligned with the TCFD.

At the same time, under section 393 of the Companies Act 2006 ("CA 2006"), directors are expected not to approve a company's accounts unless they give a true and fair view of the position of the company.

Effectively, this requires that directors of companies in scope of the CFD and CRFD regimes ensure that any material climate-related risks that the company faces are adequately reflected in their accounts or strategic report.

We summarise these regimes below. For further details, see our ESG Quick Guide: UK climate disclosure rules under Companies Act 2006 and ESG Quick Guide: UK climate disclosure rules under Listing Rules.

Scope and Requirements

Sections 414CA and 414CB of CA 2006 (the "CFD regime") apply to companies with more than 500 employees and that meet certain conditions, including listed companies, banks and insurance companies and those with high turnover (more than £500 million). The CFD regime requires in-scope companies to include climate-related financial disclosures in their strategic reports, covering governance, strategy, risk management, and metrics and targets in relation to climate-related risks and opportunities, aligned with the Task Force on Climate-related Financial Disclosure (“TCFD”) recommendations.

Rule 6.6.6R(8) of the UK Listing Rules ("UKLR") (the "CRFD regime") imposes broadly equivalent requirements on UK listed companies.

Section 393 of CA 2006 applies to all UK companies required to prepare annual accounts, and requires directors not to approve a company's accounts unless they are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company.

Supervision and enforcement / sanctions

Under the CFD regime, it is a criminal offence for a director to fail to take all reasonable steps to prepare a strategic report, or to approve a strategic report that does not comply with the requirements of CA 2006 where the director knew that it did not comply (or was reckless as to whether it complied) and failed to take reasonable steps to ensure compliance or to prevent the report being approved. Similar consequences apply to breach of section 393 of CA 2006. These offences are punishable by a fine.

Under the CRFD regime, the FCA has powers to investigate breaches of the UKLR and to take action as a result, which may include public censure and/or financial penalties.

The Financial Reporting Council ("FRC") also plays a role in scrutinising climate-related disclosures and in January 2025 published a thematic review of such disclosures by AIM and large private companies (see our blog post). The review sets out examples of good practice and identifies areas where preparers can provide more consistent, coherent and concise disclosures. While the FRC has not yet taken formal enforcement action relating to climate-related disclosures, there is increasing pressure from investors and activist organisations on the FRC to do so. Of note, in April 2026, investors wrote to the FRC asking that it review HSBC's latest financial statements, as investors were concerned that they may not properly capture material climate risks in line with CA 2006 requirements that accounts provide a 'true and fair view' (see here).

Beyond the regulatory and securities litigation regimes described above, several further heads of claim may be relevant when misleading environmental claims are made.

Consumer civil claims under the DMCCA

Under the DMCCA, consumers who have been misled may have rights of civil redress against traders (with provisions to be brought into force by secondary legislation). In the interim, consumers can use existing rights under the Consumer Protection from Unfair Trading Regulations 2008 for conduct before 6 April 2025.

Director liability under section 463 of the Companies Act 2006

Under section 463 of the CA 2006, directors can be personally liable to compensate the company for losses resulting from knowingly or recklessly untrue or misleading statements in the directors' report, strategic report or corporate governance statement. 

Derivative claims under sections 172 and 174 of the Companies Act 2006

Shareholders may also bring derivative claims on behalf of the company for breach of directors' duties under sections 172 (duty to act in the interests of the company) and 174 (duty to exercise reasonable care, skill and diligence) of the CA 2006, where a director's conduct in relation to green claims has caused reputational or financial loss to the company.

The bar for a derivative claim is very high, as evidenced by the failed derivative actions in 2023 involving Shell and the Universities Superannuation Scheme (USS) (see our blog posts here and here). 

OECD NCP complaints

NGOs may lodge a complaint to a National Contact Point (NCP) under the OECD Guidelines for Multinational Enterprises as a non-judicial mechanism to challenge companies' environmental claims and broader environmental conduct. The UK NCP has no formal investigatory or compulsive powers, but its published outcomes carry significant reputational weight.

The OECD Guidelines were updated in 2023 to align with Paris Agreement goals, emphasising transparent and verifiable sustainability reporting and risk-based due diligence on environmental impacts.

In March 2026, the UK NCP announced it had accepted parts of a greenwashing complaint against British Airways (BA) for further consideration (see here). Of the four alleged breaches raised by climate non-profit Possible, the NCP accepted two – those relating to BA's claims about fuel efficiency and reduced emissions – as warranting a full investigation. It dismissed the other two alleged breaches, which concerned BA's claims about carbon credits and alternative fuels. The NCP has not yet established whether BA breached the OECD Guidelines. 

Misrepresentation claims

A party induced to enter into a contract on the basis of a false environmental claim may have grounds to claim rescission and/or damages under the Misrepresentation Act 1967 (negligent or fraudulent misrepresentation) or in tort (negligent misstatement where no contract exists). This applies equally in B2C and B2B contexts, and may be particularly relevant in M&A transactions where environmental representations have been given, in the marketing and sale of financial products, and in supply chain and procurement contracts.

Personal criminal liability under the Fraud Act 2006

Separately from the FTPF offence under ECCTA (which applies to organisations), individuals may face personal criminal liability under the Fraud Act 2006 for fraud by false representation (section 2) or fraud by failing to disclose information (section 3) in relation to green claims. On conviction on indictment, individuals face up to 10 years' imprisonment.

• ESG 4.3.1 (anti-greenwashing rule)

• FG24/3 – FCA finalised non-handbook guidance on the anti-greenwashing rule

• FCA Sustainability Disclosure Requirements (SDR) and investment labels regime (including naming and marketing rules)

• Consumer Protection from Unfair Trading Regulations 2008 (CPRs) – for conduct before 6 April 2025

• Digital Markets, Competition and Consumers Act 2024 (DMCCA) – unfair commercial practices provisions

• Business Protection from Misleading Marketing Regulations 2008 (BPRs)

• CMA: Green Claims Code

• CMA: Making green claims: Getting it right, across the supply chain 

• CMA: Fashion retail: consumer law when making green claims

• ASA: CAP Code and BCAP Code 

• ASA rulings

• ASA: Misleading environmental claims and social responsibility in advertising 

• ASA: Greenspeaking with confidence

• ASA: Environmental claims: a quick checklist

• Economic Crime and Corporate Transparency Act 2023 (ECCTA), section 199 (failure to prevent fraud offence)

• Home Office guidance on the failure to prevent fraud offence 

• Fraud Act 2006 (sections 1–3)

• Public Offers and Admissions to Trading Regulations 2024 (POATRs) – regulation 30

• Financial Services and Markets Act 2000 (FSMA 2000) – sections 90 and 90A

• Companies Act 2006 (CA 2006) – sections 414CA and 414CB (CFD regime), section 393 (true and fair view), section 463 (director liability for statements) and sections 172 and 174 (directors' duties, relevant to derivative claims)

• UKLR 6.6.6R(8) (CRFD regime)

• Misrepresentation Act 1967

• UK CMA publishes Green Claims Code to combat ‘greenwashing’

• Evidence and context – the key to green advertising claims in the UK in 2024

• What can businesses in the UK expect from the CMA on greenwashing amidst new consumer protection provisions coming into effect

• Is greenhushing the solution to greenwashing? UK advertising regulator says ‘no’

• UK: CMA sets out green compliance standard for environmental claims in the fashion sector

• No excuse for non-compliance! New CMA greenwashing guidance for the fashion industry in the UK

• In vogue? Green claims in fashion regulation, a growing trend

• UK: Advertising regulator finds that bank’s adverts containing climate claims are misleading in precedent-setting case

• Banking advertisements in the spotlight over alleged greenwash claims

• UK: ‘Context is key’ according to new greenwashing rulings from advertising regulator in respect of oil & gas companies and banks

• UK: CEO of Advertising Standards Authority shares tips on avoiding greenwashing

• Greenwatching: Which? publishes a study on compliance with the CMA’s Green Claims Code in the UK

• Investor ESG Litigation: Investors sue UK fashion retailer for £100m for allegedly misleading ESG disclosure under FSMA

• ESG Quick Guide: UK SDR and anti-greenwashing rule

• ESG Quick Guide: UK climate disclosure rules under Companies Act 2006

• ESG Quick Guide: UK climate disclosure rules under Listing Rules