UPDATE [4/5/2024]:  The Commission has determined to exercise its discretion to stay the Final Rules pending the completion of judicial review of the consolidated Eighth Circuit petitions.  Click here for more information.

The U.S. Securities and Exchange Commission (SEC or Commission) finalized its climate change disclosure rule on March 6, 2024, reducing the final disclosure obligations from the initial proposal after thousands of comments from stakeholders. The final rule requires comprehensive and standardized climate-related disclosures, including disclosure on governance, business strategy, targets and goals, GHG emissions, risk management, and the effects of climate change on financial metrics. This additional disclosure is intended to help investors assess material risks in climate-related reporting and facilitate comparisons across firms and over time with respect to climate-related metrics. 

For issuers subject to the new disclosure requirements, compliance with the final rule will present practical challenges, such as coordination among internal and external subject matter experts in the legal, accounting, science, and environmental, social, and governance (ESG) fields; data tracking, collection, and verification; reconciliation of data reported to satisfy mandatory disclosure requirements and voluntary reporting commitments, like those covered by sustainability reports; and oversight to ensure disclosures satisfy both the new SEC rules and the increasing non-regulatory scrutiny from investors and watchdogs, like International Shareholder Services (ISS). These challenges will necessitate significant additional costs to prepare compliant disclosures.