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California Climate Disclosure Legislation Clears Critical Hurdles

Legislation to “prevent corporate greenwashing” by requiring major companies doing business in California to publicly disclose their scope 1, 2 and 3 greenhouse gas (GHG) emissions has cleared two critical committees....more

The (Carbon) Cost of Doing Business: Private Companies Prepare to Assess and Report GHG Emissions to Value Chain Partners

The U.S. Securities and Exchange Commission’s (SEC) proposed amendments on climate-related disclosures would require public companies, or “registrants,” to provide detailed climate-related information in their registration...more

‘Mission Critical’—Revisiting the Board’s Oversight Role After In re: Boeing Co.

Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more

Sea Change: The SEC Makes Waves with New Proposed Climate Disclosure Rules

Key Points - On Monday, March 21, 2022, the SEC in a 3-1 vote proposed amendments to require public companies to provide certain climate-related information in their registration statements and annual reports. The...more

Disclosing Cyber Incidents and Risks: SEC Proposes Rules to Enhance and Standardize Cyber Disclosures and Incident Reporting by...

Key Points - Proposed amendments bolster cyber disclosure and incident reporting requirements to better inform investors about a company’s risk management, strategy and governance relative to cyber issues. Under the...more

SEC Proposes Rules to Enhance and Standardize Cyber Disclosures and Incident Reporting by Public Companies

Key Points - Proposed amendments bolster cyber disclosure and incident reporting requirements to better inform investors about a company’s risk management, strategy and governance relative to cyber issues. ...more

ISS Aims to Apply Additional Climate Change Voting Guidelines

On Thursday, November 4, proxy advisory firm Institutional Shareholder Services (ISS) launched an open comment period on 16 proposed policy changes. The request for comment grouped the proposed changes within five general...more

SEC Commissioner Pushes Climate Disclosure Regulation

On October 20, 2021, during a webcast hosted by Principles for Responsible Investment and the London Stock Exchange Group (LSEG), Allison Herren Lee, Commissioner at the U.S. Securities and Exchange Commission (Commission),...more

Corp Fin’s Climate Disclosure Review is Here – What to Expect and How to Prepare

Last week, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) published an illustrative letter that provides samples of comments, which the SEC may issue to companies regarding...more

SEC Approves New Nasdaq Rules Covering Board Diversity Disclosures

On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more

Chair Gensler Makes Renewed Case for Mandatory Climate Risk Rules

In a speech last week before the Principles for Responsible Investment’s “Climate and Global Financial Markets” Webinar, the Securities and Exchange Commission’s (SEC) Chair Gary Gensler made another case for mandatory...more

What do “Green” and “Sustainable” mean? SEC to Consider New Fund Data Disclosure Requirements

Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), has asked the SEC staff to consider issuing new rules that would require fund managers to disclose the criteria and underlying data used in marketing...more

SEC Climate Disclosure Requirements Become More Likely

The U.S. House of Representatives has approved a bill backed by President Biden supporting the Corporate Governance Improvement and Investor Protection Act (the “Act”), H.R. 1187. The Act supports the Securities and Exchange...more

SEC’s Disclosure Rules to Touch Climate, Human Capital and More

According to media reports, during last week’s annual Conference on Financial Market Regulation—hosted jointly by the Securities and Exchange Commission’s (SEC) Division of Economic and Risk Analysis, Lehigh University and...more

Commissioner Peirce Implores the SEC to Rethink ESG Metrics

In the wake of the Securities and Exchange Commission’s (SEC or “Commission”) recent request for comment on climate change disclosures and actions related to environmental, social and governance (ESG) matters, Commissioner...more

SEC Issues Call for Public Comments on Climate-Related Disclosures

The Securities and Exchange Commission (SEC) is seeking public comment on climate change disclosures. Acting SEC Chair Allison Herren Lee issued a statement requesting public input in connection with a speech delivered on...more

SEC Continues Focus on Climate and ESG Related Issues, Announces New Climate and ESG Task Force

The Securities and Exchange Commission (SEC) continued to build on its climate and environmental, social and governance (ESG) agenda last week. On March 3, the SEC’s Division of Examinations announced the release of its 2021...more

SEC Set the Stage for Potential ESG Reporting Requirements

On February 24, 2021, Acting Securities and Exchange Commission (SEC) Chair Allison Herren Lee issued a statement directing the Division of Corporation Finance to “enhance its focus on climate-related disclosure in public...more

There’s a New ESG Sheriff in Town at the SEC

Yesterday, we wrote about the potential impact of the nomination of so-called “Money Cop” Gary Gensler to chair the U.S. Securities and Exchange Commission (SEC). Well, now it appears that Gensler will have a new sheriff on...more

Biden’s “Money Cop” to Shine a Light on ESG Disclosure as SEC Requirements—and a Potential Universal Reporting Framework—Appear...

Key Points - Mandatory ESG requirements could be an early priority for SEC chair nominee Gary Gensler, with increasing calls from within the SEC to require material ESG risk disclosures. - The EU recently implemented...more

SEC Votes to Adopt Rule Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors Under Regulation S-K

On August 26, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments that modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that...more

COVID-19 Update: Key Questions to Consider in Preparing Your Q1 2020 Form 10-Q and Earnings Release

Public companies are considering key questions as they prepare first quarter 2020 disclosures in the COVID-19 era. In light of the April 8, 2020 joint public statement issued by the Chairman of the Securities and Exchange...more

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