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  1. News
  2. SEC proposes expansive climate-related disclosure rules

SEC proposes expansive climate-related disclosure rules

SEC Update
27 April 2022
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On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and comparable climate-related information in their Exchange Act and Securities Act filings.

Under the new rules, companies would be obligated to present sweeping and detailed climate-related disclosures in their annual reports and registration statements. The new disclosures would encompass climate-related risks and their actual or likely material impacts on the company’s business, strategy, and outlook; governance of climate-related risks and relevant risk management processes; greenhouse gas (GHG) emissions; specified climate-related financial metrics appearing in a note to the audited financial statements; and information about climate-related targets and goals, including any transition plans.

In developing its approach to standardized climate-related disclosure, the SEC drew on a number of disclosure frameworks used by many companies to prepare sustainability reports, including, most notably, the framework published by the Task Force on Climate-Related Financial Disclosures (TCFD) and the accounting and reporting standards for GHG emissions under the Greenhouse Gas Protocol.

The new rules would apply to all operating companies filing reports and registration statements with the SEC, including foreign private issuers as well as domestic registrants. Compliance with the rules would be subject to phase-in periods based on the company’s SEC filer status and fiscal year-end.

The SEC’s voluminous release describing the proposed rules (Release No. 33-11042) can be viewed here and the related fact sheet published by the SEC here. The comment period on the proposal will remain open until May 20, 2022.

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Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Tiffany Posil, Michael McTiernan, Hilary Tompkins, Alex Bahn, John Beckman, Kevin Greenslade, Brian O'Fahey, and Laura Heller.

Contacts
Alan Dye
Partner
Washington, D.C.
Richard Parrino
Partner
Washington, D.C.
Tiffany Posil
Partner
Washington, D.C.
Michael McTiernan
Partner
Washington, D.C.
Hilary Tompkins
Partner
Washington, D.C.
Alex Bahn
Partner
Washington, D.C.
John Beckman
Partner
Washington, D.C.
Kevin Greenslade
Partner
Northern Virginia
Brian O'Fahey
Partner
Redwood City
Laura Heller
Senior Associate
Baltimore
Steve Abrams
Partner
Philadelphia
Richard Aftanas
Partner
New York
Tifarah Allen
Partner
Washington, D.C.
Jessica Bisignano
Partner
Philadelphia
David Bonser
Partner
Washington, D.C.
Glenn Campbell
Partner
Baltimore
Peter Cohen-Millstein
Partner
New York
David Crandall
Partner
Denver
John Duke
Office Managing Partner
Philadelphia
Allen Hicks
Partner
Washington, D.C.
Paul Hilton
Senior Counsel
Denver
Eve Howard
Partner
Washington, D.C.
William Intner
Partner
Baltimore
Bob Juelke
Partner
Philadelphia
Paul Manca
Partner
Washington, D.C.
Les Reese
Partner
Washington, D.C.
Megan Ridley-Kaye
Partner
New York
Richard Schaberg
Partner
Washington, D.C.
Abigail Smith
Partner
Washington, D.C.
Michael Silver
Partner
New York
Andrew Zahn
Partner
Washington, D.C.
Nick Hoover
Counsel
Baltimore
Stephen Nicolai
Counsel
Philadelphia
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Additional Resources
  • The SEC’s release (No. 33-11042)
  • The SEC's related fact sheet
Keywords ESG, Climate Change, Climate-Related Disclosures, Emissions, SEC, Corporate Governance, Environmental Compliance, Disclosure and Ongoing Reporting Obligations, Capital Markets, Green Finance, Proposed Rules, Registration Statement, Annual Report, Hogan Lovells SEC Update
Languages English
Topics Corporate Governance, Securities and Public Company Advisory, ESG – Environmental, Social, and Governance, Equity Capital Markets, General Debt Capital Markets, Green Finance, Social / Sustainability Finance, Environmental Compliance, Litigation and Internal Investigations
Countries United States
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