The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures. These rules had first been proposed in March 2022. In his opening remarks, SEC Chair Gensler noted that the climate-change related disclosure rules will apply to public companies and to public offerings, and are intended to benefit investors by, among other things, providing comparable information across companies, enhancing consistency of disclosures and providing, for companies, specificity regarding the types of disclosures that are expected. The Chair quoted President Roosevelt noting that the mission of the securities laws is to ensure that companies provide complete and truthful disclosure. He noted that the Commission is “merit neutral” and takes no view on climate risk but is focused on disclosures that are material to investors. To that end, the Chair noted that the climate-related disclosure requirements are grounded in materiality, which is a fundamental building block of securities law disclosure principles. He noted that the materiality standard that is applicable in this regard has not changed. Of course, it is reassuring to hear that materiality remains relevant. The Chair noted that it was important for there to be U.S. requirements and standards for U.S. companies, although there were other international standards.
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