The SEC’s proposal to require climate-related disclosures is almost surely headed for adoption. We think moderating it in key respects will make it more effective, and we have developed a Top Ten List of points for comment. The list focuses on areas where the SEC may have gone too far, getting ahead of what investors
Boards of Directors
The SEC’s Climate Proposal – Top Points for Comment
By Nick Grabar, Lillian Tsu & Nikta Daijavad on
The SEC published in March 2022 a dauntingly complex proposal to require public companies to provide climate-related disclosures.[1] The period for public comment on the proposal is very short, and it seems clear that a majority of the Commission is determined to proceed quickly. …
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Beyond Just “Green”: The EU Taxonomy as a Traffic Light – From Red, to Amber, to Sustainable
By Cleary Gottlieb on
Posted in Boards of Directors, ESG
On March 29, 2022, the European “Platform on Sustainable Finance” expert group published its report on a future “Extended Environmental Taxonomy”.
In 2020, the “Taxonomy Regulation” established a general framework to determine if a given economic activity (and any related investments and financial products) may qualify as environmentally sustainable.
The report…
SEC’s Proposed Climate-Related Disclosure Rules: New Requirements Added to Regulation S-K
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC’s Proposed Climate-Related Disclosure Rules: GHG Emissions Disclosure Requirements
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC’s Proposed Climate-Related Disclosure Rules: The Climate Note to Audited Financial Statements
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC Proposes New Disclosure Rules for Cybersecurity Incidents and Governance
By Helena K. Grannis & Anthony M. Shults on
Last month, the U.S. Securities and Exchange Commission issued a proposal to enhance and standardize disclosure requirements related to cybersecurity incident reporting and cybersecurity risk management, strategy, and governance. Among other changes, the SEC’s proposal would require disclosure about material cybersecurity incidents within four business days and require annual disclosure regarding a registrant’s policies and…
SEC SPAC Proposal
On March 30, 2022, the SEC voted 3-1 (Commissioner Peirce dissenting) to propose a package of rules and rule amendments governing special purpose acquisition companies (SPACs), SPAC initial public offerings (IPOs) and SPAC mergers with a target company (de-SPACs). Part of the proposed amendments would also apply to any shell company business combination, whether or not a SPAC is involved. …
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Cleary Provides Detailed Comments on SEC 10b5-1 Proposal
By Cleary Gottlieb on
Posted in Boards of Directors, SEC Guidance
The SEC has proposed important changes to the rules governing 10b5-1 trading plans. If the proposal is adopted – as seems likely – there will be major changes in how companies execute share repurchases and how employees, officers and directors sell shares.
The proposal is on a fast track, with comments due April 1. As…
The SEC’s Proposed Changes to Beneficial Ownership Reporting: Implications for Market Participants
By Cleary Gottlieb on
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G. The principal changes would:
- accelerate the filing deadlines for Schedules 13D and 13G beneficial ownership reports;
- clarify the circumstances under which
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