The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”). The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect
SEC News
Early Note on SEC’s Final Climate Rules: Governance, Materiality and Dissent
The Securities and Exchange Commission adopted (in a 3-2 vote) final rules requiring disclosures about the material impacts of climate-related risks on their business, financial condition, and governance.
These rules had first been proposed in March 2022. The SEC adopted the final rules after considering, over a two-year period, some 4,500 unique comment letters from…
SEC Sets Open Meeting on Climate Disclosure Proposal
By Caitlin Kaplan on
The SEC announced an open meeting for March 6, 2024 to vote and consider adoption of final climate-related disclosure requirements for public companies. This comes after nearly two years since the SEC first proposed its controversial rules. Based on public statements from SEC representatives, it appears that the SEC will consider rules that do not…
Munter’s Ten Commandments for Audit Committees
The SEC’s Chief Accountant is a watchdog, among those who ensure high quality auditing in the complex world of financial reporting. For years, this role has admonished auditors to be skeptical and audit committees to be independent, as the Sarbanes Oxley Act of 2002 mandated. Paul Munter, current SEC Chief Accountant, recently gave an important…
SEC’s Buyback Rule Setback May Foreshadow the Fate of Its Climate Rule
The SEC announced late last week that it has abandoned its rulemaking efforts begun last May to compel disclosure of share buyback rationales and data. The turnabout follows an October court ruling that the SEC failed to follow required procedures in adopting the rule and the SEC’s indication in December that it could not cure…
Comment Letter on SEC Climate Disclosure Proposal by CohnReznick
It’s well known that the SEC’s pending climate disclosure rule stoked a great deal of debate, particularly concerning the costs and benefits and questions of the SEC’s authority. Equally important are some less dramatic but more profound practical concerns about the rule’s auditing requirements.
Consider the views on this topic of CohnReznick, a national accounting firm…
Lawrence Cunningham Testifies on the SEC’s Proposed Climate Disclosure Rule Before the House Financial Services Committee
By Caitlin Kaplan on
Mayer Brown’s Larry Cunningham testified today before the House Financial Services Committee at a hearing titled: Oversight of the SEC’s Proposed Climate Disclosure Rule: A Future of Legal Hurdles.
The SEC’s proposed climate risk disclosure rules, which we discussed here have proven to be quite controversial and generated significant comment from market participants. The SEC is…
Maintaining Perspective: Governance and Disclosure Reminders for Public Companies
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank and any other similarly situated financial institution. Companies may face difficulty accessing cash deposits, bank facilities or the capital markets or limitations on money market transactions or commercial paper facilities. Companies may also face losses on investments…
Five Steps for Directors to Consider About Risk Governance
Historically, directors have been protected from personal liability in connection with risk management by the high standard set in the seminal 1996 Caremark case. In recent years, however, courts have held that certain plaintiffs have pled facts sufficient to avoid dismissal of suits seeking to hold directors liable for failing to discharge their oversight duties.