The SEC has a new heightened focus on disclosures about climate change. Our In the loop describes what the SEC may be looking for in your filings.
Voices from an increasing number of contingents extoll the merits of a new age of environmental consciousness. Vocal in the crowd, investors and other stakeholders across the business spectrum see environmental, social, and governance (ESG) disclosures as a window into a company’s future. Shareholder proposals related to environmental impact are on the rise in number and level of support. And if companies weren’t already acutely aware of the need to moderate their impact on the environment, many are voluntarily responding to stakeholder demand and increasingly making climate-related commitments—net zero, carbon neutral, carbon negative. Some of these commitments and other climate-related impacts are disclosed on websites or in speeches, sustainability reports, or survey responses, which may stand in stark contrast to what is (or isn’t) said in a company’s SEC filings.
The SEC is responding to the increased disparity between public statements and what’s included in regulatory filings with increased attention on the quality and adequacy of disclosure. Issuers of securities are required to make material disclosures to facilitate investors’ informed decision making. Of course, what constitutes a material disclosure that informs decision making is subject to significant management judgment. And while management is responsible for determining what is material and ultimately disclosed in its filings, the SEC staff is charged with assessing those disclosures for compliance with the federal securities laws.