SEC’s Final Climate Risk Disclosure Rules: Practical Compliance Issues of the Rulemaking and Its Future Legal Uncertainty (Part Two of Two)

The SEC set off a firestorm of controversy earlier this year when it issued final rules for climate-related disclosures for U.S. public companies and private issuers (Rules). Advocates on both sides of the politically charged topic have already threatened legal challenges to the Rules, resulting in the recent issuance of a stay order by the SEC until the consolidated challenges can be resolved in the U.S. Court of Appeals for the Eighth Circuit. Despite that uncertainty, companies are still faced with charting a path forward to develop the internal controls, liability mitigation strategies and overall practices necessary to comply with the Rules. Those issues and others were covered in a recent webinar hosted by Sullivan & Cromwell that featured attorneys Scott Miller, June M. Hu, Robert W. Downes, John Horsfield‑Bradbury and Morgan L. Ratner. This second article in a two-part series highlights practical considerations for companies attempting to comply with the Rules, as well as the array of judicial and statutory challenges to their legality. The first article offered an overview of the Rules and analysis of the three main categories of disclosures required therein. For coverage of other recent SEC rulemaking, see “Application of the New Private Fund Adviser Rules to Offshore Advisers” (Mar. 21, 2024); and “High‑Level Takeaways and Observations About the Potential Impact of the Final Private Fund Reforms” (Feb. 8, 2024).

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