SEC Enhances Focus on Climate Change Disclosure, Requests Public Comment

April 2, 2021

On February 24, 2021, Acting SEC Chair Allison Herren Lee issued a statement directing the SEC’s Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings. On March 15, 2021, Ms. Lee issued another statement soliciting public comment on the SEC’s disclosure rules and guidance as they apply to climate change.

In her February 24 statement, Acting Chair Lee references guidance issued by the SEC in 2010 regarding how existing disclosure requirements apply to climate change matters. “As part of its enhanced focus in this area, the staff will review the extent to which public companies address the topics identified in the 2010 guidance, assess compliance with disclosure obligations under the federal securities laws, engage with public companies on these issues and absorb critical lessons on how the market is currently managing climate-related risks. The staff will use insights from this work to begin updating the 2010 guidance to take into account developments in the last decade.”

In her March 15 statement, Ms. Lee solicits public comment on 15 questions related to the SEC’s regulation of climate change disclosure. The questions are quite wide ranging, but one that has raised many eyebrows asks how the SEC’s rules should address private companies’ climate-related disclosures, perhaps through the regulation of exempt offerings.

For assistance crafting a response to the SEC’s request for public comment on its regulation of climate change disclosure, contact a member of Fredrikson & Byron’s Public Companies and Capital Markets Group.

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