SEC’s Final Climate Risk Disclosure Rules: Analysis of the Three Main Types of Disclosure Requirements (Part One of Two)

On March 6, 2024, the SEC adopted final rules for climate-related disclosures for U.S. public companies and private issuers (Rules). Although the Rules are narrower and less onerous than the SEC’s original proposed requirements (Proposal), they are still expansive and will require a considerable uplift in companies’ procedures. The future of the Rules is uncertain, however, given that the SEC recently issued a stay order “pending the completion of judicial review” of petitions filed in six different circuit courts challenging the Rules. To address the key requirements of the Rules and provide practical tips to facilitate compliance, Sullivan & Cromwell recently gathered a panel of its attorneys, including Scott Miller, June M. Hu, Catherine M. Clarkin, Robert W. Downes and John Horsfield‑Bradbury. This first article in a two-part series offers an overview of the Rules and analysis of the three main categories of disclosures required therein. The second article will highlight practical considerations for companies attempting to comply with the Rules, as well as the array of judicial and statutory challenges to their legality. See our two-part series on the Proposal: “Five Key Elements” (Jul. 19, 2022); and “Implications, Challenges, Timing and Pushback” (Jul. 26, 2022).

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