On March 27, 2025 the US Securities and Exchange Commission (SEC) voted to stop defending rules adopted in 2024 (during the Biden administration) that would have required selected “public companies” (i.e, listed on national securities exchanges) to provide “climate-related disclosures for investors” in their registration statements and annual reports. SEC had stayed these rules’ effectiveness after being sued by two energy companies, which were later joined by other plaintiffs as well as state and nonprofit supporters of the rules. The latest SEC decision ends the agency’s defense in that litigation.
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SEC ends legal defense of climate-related disclosure requirements for public companies
Posted by Jon Elliott on Thu, May 15, 2025
Tags: SEC, Environmental Policy, Climate, ESG, Environmental Compliance, Risk Management, Sustainability Reporting, Climate Disclosure, Climate Risk
SEC adopts climate-related disclosure requirements for public companies
Posted by Jon Elliott on Tue, Mar 26, 2024
On March 6, 2024 the US Securities and Exchange Commission (SEC) announced new requirements that selected “public companies” (i.e, listed on national securities exchanges) provide “climate-related disclosures for investors” in their registration statements and annual reports. SEC is incorporating them into existing requirements to disclose “material information,” under the Securities Act of 1933 and the Securities Exchange Act of 1934. These new requirements are more limited than those proposed by SEC in March 2022 (which I wrote about HERE). The remainder of this note summarizes SEC’s new requirements.
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Tags: SEC, Environmental risks, Environmental, climate change, Environment, Climate
SEC emphasizes need for clear disclosure of climate change-related impacts on public companies
Posted by Jon Elliott on Mon, Oct 25, 2021
In September 2021, the Securities and Exchange Commission (SEC) Division of Corporation Finance (Division) provided public companies with guidance about disclosures of climate-related information that SEC expects from public companies. This guidance appears in a newly-released template with sample comments the Division may issue to companies regarding failures to make adequate climate-related disclosure. The remainder of this note provides some context to the relevant SEC-administered provisions, and summarizes the Division’s new letter.
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Tags: SEC, climate change, csr, Environment
Are Your Climate Risks “Material”, and If So, Do You Disclose Them?
Posted by Jon Elliott on Thu, May 17, 2018
Tags: Corporate Governance, Business & Legal, SEC, directors, directors & officers
SEC Expands Public Company Cybersecurity Disclosure Expectations
Posted by Jon Elliott on Tue, Apr 10, 2018
The Securities and Exchange Commission (SEC) has just published Interpretive Guidance to “assist” public companies with evaluation and reporting of their cybersecurity risks. This Guidance expands similar SEC guidance issued in 2011, reflecting the growing importance of the issue and highly-publicized cybersecurity breaches during the intervening years. The following discussion summarizes the new Guidance, and provides context.
Read MoreTags: Corporate Governance, Business & Legal, SEC, Internet, directors, directors & officers
International Business Group Recommends Climate-Related Financial Disclosures
Posted by Jon Elliott on Tue, Aug 15, 2017
As governments worldwide consider expanding requirements to manage greenhouse gas (GHG) emissions and moderate climate change, private sector groups are mobilizing to craft voluntary reporting and management activities – which might shape or even avoid future governmental mandates. In May, the 32 international business leaders on the Financial Stability Board’s (FSB’s) Task Force on Climate-related Financial Disclosure issued recommendations for climate-related financial disclosures by public companies worldwide. The Task Force reported these recommendations to the Group of 20 (G-20) leaders at last month’s meeting in Hamburg – the G-20 finance ministers and central bankers had asked FSB in 2015 to commission the Task Force.
Read MoreTags: SEC, Greenhouse Gas, ghg, climate change
BC Securities Commission Addresses Allegations of Fraud Against Real Estate Developer
Posted by Ron Davis on Thu, May 04, 2017
In Re Hornby Residences Ltd. (2017 BCSECCOM 17), the British Columbia Securities Commission had to determine whether a real estate development corporation and its principal had violated the BC Securities Act s. 57(b) prohibition against fraud in connection with the issuance of a security when the funds invested were used to pay the principal and other corporations controlled by the same principal, Brendan James Schouw. Schouw was a real estate developer and the sole director of Hornby, and of Grace Residences Ltd. and Homer Residences Ltd. Schouw was also connected with Drake Residences Ltd., although the Commission was not provided with information about its directors and officers.
Read MoreTags: Corporate Governance, Business & Legal, SEC, Canadian, directors & officers
As you consider which gifts to give this Holiday season, the U.S. Supreme Court has just made it clear that you should not give the gift of insider stock tips. The Salman v. United States decision resolves a split between lower courts about whether the government must show that someone who breaks trust by giving insider information to a friend or relative automatically breaks rules against insider trading since the “tipper” expects the “tippee” will make money from the tipped information, or whether prosecutors must be prove the tipper expects to gain personally when the tippee trades.
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SEC Tries Again To Increase Resource Extraction Issuers’ Reporting
Posted by Jon Elliott on Tue, Jul 26, 2016
The Securities and Exchange Commission (SEC) has recently republished requirements for publicly listed “resource extraction issuers” to report payments they make to the U.S. federal government or foreign governments, related to commercial development of oil, natural gas, or minerals. These requirements fulfill one of many duties assigned SEC by the 2010 Dodd-Frank Act, this one codified in a new Section 13(q) of the Securities and Exchange Act of 1934 (1934 Act).
Read MoreTags: SEC, Environmental, Oil & Gas, directors, directors & officers
Oil Companies Must Let Shareholders Vote To Expand Reporting Relevant To Climate Change
Posted by Jon Elliott on Thu, Apr 14, 2016
In recent years, activist investors have sought to expand climate-related reporting by publicly traded companies – directly by pressuring the companies, and indirectly by petitioning the U.S. Securities and Exchange Commission (SEC) and other regulators to require additional reporting in periodic reports on the businesses’ status and prospects, and in annual meeting reports and proxy requests. SEC has been criticized for doing very little in response to these requests, but took potentially important actions on March 23.
Read MoreTags: SEC, EHS, Oil & Gas, directors, directors & officers