Although the SEC is expected to propose by year-end, if not sooner, new disclosure requirements on climate change and other ESG topics, it is not waiting for new rules to push for such disclosures; in speeches, public statements, and otherwise, Commissioners and staff members have indicated that companies need to do a better job with such disclosures, even in the absence of new rules.
The most recent push for more climate change disclosures was published on September 22, when the SEC published a Sample Letter to Companies Regarding Climate Change Disclosures. The “letter” is a sample of comments that the staff may issue on filings made under both the 1933 and 1934 Acts, and lists several disclosures that companies should consider providing – noting that “the sample comments do not constitute an exhaustive list of the issues that companies should consider.”
In commentary accompanying the sample letter, the SEC also notes that previous disclosure guidance on the subject, issued in 2010, calls for such disclosures, and that existing regulations require “such further material information…as may be necessary to make the required statements… not misleading.” In other words, companies should not assume that climate change disclosures are not required merely because no rules explicitly call for them.
Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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