A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies
Introduction As we previously reported, on March 6, 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted (in a three-two vote) long-awaited climate-related disclosure rules for public companies (the “Final Rules”). The Final Rules, although not as prescriptive as the rules that were proposed almost two years prior (the “Proposed Rules”), contain […]
Matthew Morreale, Elad Roisman, and Michael L. Arnold are Partners at Cravath, Swaine & Moore LLP. This post is based on a Cravath memorandum by Mr. Morreale, Mr. Roisman, Mr. Arnold, John W. White, and Kimberley S. Drexler.
Introduction
As we previously reported,[1] on March 6, 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted (in a three-two vote) long-awaited climate-related disclosure rules for public companies (the “Final Rules”).[2] The Final Rules, although not as prescriptive as the rules that were proposed almost two years prior (the “Proposed Rules”),[3] contain broad-sweeping requirements that constitute a significant expansion of the amount of climate-related disclosure that public companies will have to make. Accordingly, the Final Rules will impose significant burdens in terms of the amount of time, resources and effort necessary for companies and their advisors to comply.
The Final Rules, which will become effective 60 days after publication in the Federal Register, apply to both domestic and most foreign private issuers (“FPIs”), regardless of industry sector, and to annual reports and registration statements.[4] As explained in Section 03 below, compliance obligations are phased in at different times depending on the requirement and the registrant’s filer status, with the first filing deadline occurring as early as March 2026 for large accelerated filers (“LAFs”), covering fiscal years beginning (“FYB”) in 2025.