On March 6, 2024, the SEC issued its long-awaited climate disclosure rule, nearly two years after the draft rule was proposed in March 2022. Significantly, this rule required that: (1) companies disclose climate-related...more
Today, the Fifth Circuit Court of Appeals issued an administrative stay of the SEC's recent climate disclosure rule, which was issued last Wednesday, March 6, 2024. The unpublished order by a three judge panel (Jones,...more
The Securities & Exchange Commission ("SEC") issued its long-awaited final rule concerning climate disclosures, entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (“Climate Disclosure...more
3/15/2024
/ Carbon Pricing ,
Climate Change ,
Disclosure Requirements ,
Final Rules ,
Governance Standards ,
Greenhouse Gas Emissions ,
Investment ,
Renewable Energy ,
Risk Assessment ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Severe Weather ,
Sustainability
On the same day that the SEC issued its long-awaited rule on climate disclosures, ten states (West Virginia, Georgia, Alabama, Alaska, Indiana, New Hampshire, Oklahoma, South Carolina, Virginia, and Wyoming, which are all...more
Today, after nearly two years of anticipation, the SEC finally enacted a climate disclosure rule on a 3-2 party-line vote by the SEC Commissioners. As described by SEC Commissioner Lizarrage, “[b]y requiring registrants to...more
The Securities & Exchange Commission has announced that it will be voting on “whether to adopt rules to require registrants to provide certain climate-related information in their registration statements and annual...more
Since the SEC proposed its climate disclosure rule in March 2022, the rule has been subject to significant public criticism and comment--particularly from business groups and conservative legislators who have questioned the...more
Over the past few years, activist investors have submitted a number of shareholder proposals to major fossil fuel companies concerning issues relating to climate change. Recently, two such investors submitted a proposal...more
On January 24, 2024, Senators Tester (D-Montana) and Sinema (I-Arizona) submitted a letter to the SEC concerning the SEC's proposed “Climate Disclosure Rule,” which would mandate, among other things, disclosures of greenhouse...more
Federal Regulatory Developments -
In a recent filing with the Office of Management and Budget, the Securities & Exchange Commission disclosed that the vote by the SEC Commissioners as to whether to issue the SEC’s...more
1/3/2024
/ Climate Change ,
Disclosure ,
Energy Sector ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Financial Regulatory Reform ,
Financial Services Industry ,
OMB ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Sustainability
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
12/18/2023
/ 10b5-1 Plans ,
Artificial Intelligence ,
Chief Information Security Officer (CISO) ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 8-K ,
Nasdaq ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Trading Plans ,
Year-End Planning
The Securities & Exchange Commission recently disclosed, in a filing with the Office of Management and Budget, that the vote by the SEC Commissioners as to whether to issue the SEC's proposed climate disclosures is expected...more
According to a recent ESG report from the Conference Board, the number of major companies issuing climate change risk factor disclosures has increased significantly over the past two years. Specifically, of the companies in...more
Federal Regulatory Developments -
The SEC has still not issued its final climate-related disclosure rule (originally proposed in March 2022), despite prior indications that it would do so in the fall of 2023. Recently, SEC...more
The Mintz Environmental, Social, and Governance (ESG) Working Group developed this ESG primer to provide an overview of the current state of affairs in the United States with respect to the ESG issues that businesses...more
10/30/2023
/ Affirmative Action ,
Antiboycott Requirements ,
Boycotts ,
CFTC ,
Climate Change ,
Corporate Governance ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Fossil Fuel ,
Greenhouse Gas Emissions ,
Greenwashing ,
Net Zero ,
New Regulations ,
Rulemaking Process ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
State and Local Government ,
Students for Fair Admissions v Harvard College ,
Students for Fair Admissions v University of North Carolina
Earlier this week, the SEC's Division of Examinations released its 2024 examination priorities. While many of these priorities are expected, and reflect the goals articulated by the SEC in prior years, there is a noticeable...more
On October 7, 2023, Governor Gavin Newsom of California signed into law two climate disclosure bills passed by the California Legislature. These laws now require that "by January 1, 2025 . . . businesses with total annual...more
On September 25, 2023, the SEC announced a settled administrative proceeding against a major investment advisor in which it agreed to pay a $19 million civil penalty for, effectively, greenwashing activities--i.e., pretending...more
Yesterday, September 26, 2023, Senator Elizabeth Warren (D-MA), along with six other Democratic Senators and eighteen Democratic Congressmen, sent a letter to SEC Chairman Gensler concerning the SEC's proposed climate...more
Earlier this month, Governor Newsom announced his support of a sweeping climate bill enacted by the California legislature that would compel major companies operating in California to disclose their greenhouse gas emissions. ...more
On September 20, 2023, the SEC approved amendments to the "Names Rule," which were initially proposed in May 2022. Although the stated "purpose of the Names Rule," according to the accompanying Fact Sheet distributed by the...more
On September 12, 2023, SEC Chairman Gensler testified before the Senate concerning a number of significant issues for the SEC. Among them was the SEC's still-pending rule on climate risk disclosures, which was first proposed...more
Public media reports have stated that the SEC’s Enforcement Division has been “sen[ding] document requests, including subpoenas” to asset managers in connection with ESG marketing. Apparently, these actions by the SEC’s...more
It has been publicly reported that the SEC's Enforcement Division has been "sen[ding] document requests, including subpoenas" to asset managers in connection with ESG marketing. This development is entirely unsurprising, as...more
Last week, the House Financial Services Committee held a hearing entitled "Protecting Investor Interests: Examining Environmental and Social Policy in Financial Regulation." As indicated by the title of the hearing, the...more