US: SEC to vote on climate disclosure rules on March 6

Nearly two years after the climate change disclosure rules were first proposed, the U.S. Securities and Exchange Commission (the “SEC”) has scheduled a vote to adopt the rules next Wednesday, March 6. 

The open meeting agenda says that the SEC “will consider whether to adopt rules to require registrants to provide certain climate-related information in their registration statements and annual reports”, indicating that the SEC will be voting on final rules rather than issuing a re-proposal, as called for by some.

The rules are expected to be adopted, and while there have been rumors that the SEC has scaled back the proposal, we will not know the extent to which the final version differs from the proposal until the final rules are published, which should be shortly after the vote. 

As originally proposed, the rules would require climate change-related disclosures in registration statements and annual reports filed with the SEC by U.S. domestic and foreign private issuer registrants. For further details on the proposal, please see our earlier client briefing. 

We expect that the final rules will be challenged in court, likely under the Administrative Procedures Act and the “major questions” doctrine recently articulated by the U.S. Supreme Court in W. Virginia v. EPA.  

We will be issuing client briefings on the final rules when they are published.