From Statute to Courtroom: Are Climate Transition Plans Still Binding After Omnibus?

The Omnibus reform repealed Article 22 of the Corporate Sustainability Due Diligence Directive (CSDDD) and appeared to remove the legal obligation to implement climate transition plans. This post argues that the obligation has not disappeared, but has instead migrated into disclosure duties, litigation risk, and broader principles of European climate and human rights law.

The repeal of Article 22 CSDDD under the Omnibus reform was presented as a significant simplification measure, lifting a ‘disproportionate’ regulatory burden from European businesses. At first glance, the Omnibus recitals give the impression that climate transition plans have been removed from the regulatory framework and replaced with a more limited disclosure obligation under the Corporate Sustainability Reporting Directive (CSRD). Yet recent case law points in a different direction. In November 2024, the Hague Court of Appeal recognised that Shell’s climate responsibilities involve a general duty of care to reduce emissions, although it did not uphold the specific 45% reduction order imposed at first instance (Milieudefensie v Shell)—months before the Omnibus reform was even adopted. TotalEnergies, likewise, was the subject of a finding by the Paris Civil Court that its public claims concerning its 2050 net-zero trajectory could constitute misleading environmental communication (Greenpeace and Others v TotalEnergies). And the International Court of Justice’s July 2025 advisory opinion made clear that states remain obliged to regulate private greenhouse gas emitters irrespective of what any single EU directive provides. So which view is correct? Has the obligation to implement a climate transition plan disappeared, or has it merely taken a different legal form? The answer is that, to some extent, both are true—and it is precisely this tension that makes the issue worth examining.

The De Facto Binding Problem 

As a matter of formal law, the repeal of Article 22 CSDDD removed the Directive’s ‘best efforts’ conduct obligation, leaving only a disclosure requirement under the CSRD. For companies, however, the legal reality is rather more complicated. A company that discloses a transition plan under Articles 19a and 29a CSRD is, in substance, committing itself to a science-based transition pathway—one that investors, lenders, and, increasingly, courts are likely to hold it to (Bleeker et al, 2025). The European Commission itself continues to present the CSDDD as a vehicle for better risk management and greater investor confidence. Yet those benefits materialise only if the market treats such disclosures as genuine commitments rather than merely aspirational statements. The moment a company publishes a transition plan, it does more than comply with a disclosure obligation; it makes statements capable of shaping its reputational, financial, and litigation exposure.

Decoupling Disclosure and Conduct

As Bleeker et al (2025) observe, the pre-Omnibus framework was designed so that the CSRD and the CSDDD operated in tandem. While the CSRD required companies to disclose their climate strategies, Article 22 CSDDD required them to implement those strategies. Disclosure and conduct were, in other words, two sides of the same regulatory architecture. The Omnibus reform has weakened that connection, but it has not eliminated companies’ responsibility to manage their climate impacts. Instead, it has shifted that responsibility away from an express statutory obligation into a more legally uncertain space, where its content and enforcement are increasingly shaped by litigation and market expectations. For instance, companies must still explain how their business models are compatible with the 1.5°C objective, and those disclosures are becoming increasingly significant both in climate litigation and in investors’ assessment of corporate risk. 

What has changed, then, is not that the conduct obligation has disappeared, but that it now operates through different legal mechanisms. As Riccardi et al (2026) point out, the repeal of Article 22 CSDDD does not strip the Directive of its climate scope; because the Annex’s reference to ‘harmful emissions’—distinct from conventional water or air pollution—can plausibly be interpreted as encompassing anthropogenic greenhouse gases, the due diligence requirement persists. 

In this sense, the Omnibus reform did not delete the climate obligation; it merely relocated it from a specific ‘transition plan’ box into the more general, and more diffuse, category of continuous corporate accountability.

Legal Certainty, or Its Absence?

Rather than enhancing legal certainty, the Omnibus reform has introduced a new layer of uncertainty. The European Ombudsman found that the Commission’s proposal had been prepared without an adequate impact assessment or meaningful stakeholder consultation. The European Central Bank likewise warned that narrowing the scope of the CSRD and the CSDDD could deprive supervisors and financial markets of information necessary for effective financial stability oversight.

Taken together, these developments suggest less a coherent simplification exercise than a reform whose rationale has become increasingly difficult to reconcile with its practical consequences. For companies, the result is a more fragmented legal environment. While the statutory obligation has been weakened, the surrounding legal landscape has not: tort litigation, human rights jurisprudence, sector-specific financial regulation, and national due diligence regimes continue to shape corporate climate obligations. At the same time, Member States now enjoy greater discretion in defining the reach of their own civil liability regimes, increasing the risk of regulatory divergence across the EU. The applicable-law rules under the Rome II Regulation add a further layer of uncertainty for cross-border value chains. Climate transition planning has therefore become more than a matter of regulatory compliance; it is increasingly a question of corporate governance and legal risk management.

Conclusion

Ultimately, the retreat from a binding obligation to adopt and implement climate transition plans looks less like deregulation than a redistribution of legal risk—one that may leave companies less, rather than more, equipped to navigate an increasingly fragmented legal landscape. 

From a corporate perspective, the practical lesson is clear: removing an obligation from the statute book does not eliminate it; it merely leaves uncertainty as to who will enforce it, when, and in which forum. The more prudent course is therefore not to rely on the apparent regulatory gap, but to recognise the de facto legal expectations that continue to shape corporate climate governance. Seen in this light, the Omnibus reform has not reduced the significance of climate transition plans; it has merely relocated their legal foundations onto terrain that is more fragmented, more open to judicial interpretation, and ultimately less predictable.

Ceren Çalık is an Attorney at Law (Istanbul Bar Association) and a LLM Candidate at Istanbul University.