Overview of the SEC Climate Risk Disclosure Proposed Rule

"On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to issue sweeping proposed climate-related disclosure rules for public companies. In issuing the proposed rules, the SEC cited its existing statutory authorities under the federal securities laws— specifically, the Securities Act of 1933 (P.L. 73-22) and the Securities Exchange Act of 1934 (P.L. 73-291). The proposal represents a more prescriptive and detailed approach to climate-related disclosures relative to the existing broad, principles-based climate-related disclosure regime embodied in the SEC’s 2010 “Guidance Regarding Disclosure Related to Climate Change.” Among other things, it would require all public companies, as a growing number voluntarily do, to report on their direct greenhouse gas (GHG) emissions and under certain circumstances their upstream and downstream GHG emissions.

Public companies would also be required to report on the impacts of climate-related natural events and transitional activities to mitigate such impacts on their consolidated financial statements. According to the SEC, both the current and proposed disclosure regimes are grounded in the federal securities laws’ concept of materiality—the notion that required disclosures should encompass the types of information that investors consider important when they make investment or corporate voting decisions..."
Climate risk disclosure