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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

ESG Investing Listed Among ‘Significant Areas of Focus’ for SEC Examination Division

On March 30, 2022, the U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”) released its 2022 examination priorities. The Division announced an enhanced focus on five “significant areas”:...more

The SEC’s 2022 Examination Priorities: A Focus on ESG Investing

The U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”), on March 30, 2022, released its 2022 examination priorities (the “Division’s 2022 priorities”), highlighting the “annual...more

Coming to Terms with Materiality Judgments for SEC Financial Statements

Materiality in the context of the federal securities laws has been a topic of repeated focus by the Securities and Exchange Commission (SEC) and the courts over the years. That attention, however, has not necessarily produced...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

In re Boeing: Revisiting Potential Director Liability Exposures

Recent rulings underscore the attention boards of directors and management must continue to pay to the risks faced by companies across all sectors of the economy and their potential impact on business operations...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

Ten Executive Branch Climate and Sustainability Developments to Watch in 2022

With 2022 underway, the Biden-Harris administration is continuing to implement its “whole-of-government” response to climate change. In 2021, the administration focused on building public-private partnerships on clean energy,...more

SEC Chair Gensler Warns of a New Era of Cyber-Securities Laws

Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), signaled a new era of cybersecurity law (and accompanying enforcement) in his keynote address “Cybersecurity and Securities Laws” on January 24, 2022,...more

SEC Staff Issues Guidance Relating to Shareholder Proposals

On November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...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

Biden Climate Push Means Fossil Fuel Cos. Must Innovate

The Biden administration's governmentwide approach to addressing climate change throughout all industries puts an unprecedented degree of pressure on traditional energy sources to prioritize innovation in order to sustain...more

What’s Next for Innovation in the U.S. Oil, Gas and Coal Sectors under the Biden-Harris Administration?

Key Points - In the lead-up to November’s COP26 meeting in Glasgow, the United States has joined much of the rest of the world in its pursuit of a clean-energy economy that reduces emissions and environmental impacts from...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

Recent ESG-Developments Affecting The Energy Industry

On Wednesday, May 26, 2021, a series of events transpired that could have long-lasting impacts on the energy industry and which seem likely to accelerate that industry’s evolving responses to environmental, social and...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

The SEC’s Latest Risk Alert Puts ESG Investing in the Crosshairs

The Securities and Exchange Commission’s (SEC, or Commission) Division of Examinations (Division) recently issued a Risk Alert highlighting staff observations from examinations of investment advisers, registered investment...more

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