Here are five key concepts to consider in drafting disclosure responsive to Item 1502(a): Not the Same as Risk Factor Disclosure. On page 89 of the adopting release, the SEC made clear that traditional “risk factor” disclosure doesn’t suffice to fulfill this new disclosure obligation. The intent is to elicit more detailed information to “help…
Tag: sec
SEC Adopts New Disclosure Rules for Climate Risk — Immediately Sued by Both Sides
The SEC issued new disclosure rules on climate risk, a nearly 900-page rule, immediately challenged in court by Republican state attorneys general who say it goes too far and by activists who say the rule, weakened from the original proposed language, does not go far enough. The Securities and Exchange Commission today adopted rules to…
CII Reminds Exxon/Mobil that the SEC is the Place for No-Action Requests
The Council of Institutional Investors (CII) issued the following statement in response to ExxonMobil’s intent to pursue a lawsuit in federal district court against proponents of a shareholder proposal dealing with the energy giant’s greenhouse gas emissions despite the proponents’ withdrawal of the proposal: “We believe the SEC’s Rule 14a-8 no-action process generally is superior…
SEC Chair Says CA Law Could Tip the Balance on Climate Risk Disclosure
A pending law in California that would require companies to make climate-related disclosures could affect how federal regulators consider the costs of their own forthcoming climate regulations, Wall Street’s top regulator told lawmakers on Wednesday. U.S. Securities and Exchange Commission (SEC) Chair Gary Gensler’s testimony during a house oversight hearing highlighted the potential for the…
Democratic Representatives Urge Approval of SEC Climate Disclosure Rules
Democratic members of Congress have written to SEC Chairman Gary Gentler to urge approval of the climate risk disclosure rules. The letter in full is below. Enhanced climate-related disclosure is the direction of travel for capital markets around the world. You have drafted a well-reasoned proposal that is grounded in financial materiality, aligns with the…
SEC Chair Gary Gensler on AI
On July 17, SEC Chair Gary Gensler spoke at the National Press Club. He called AI “the most transformative technology of our time,” comparing it to the invention of the car or the internet. But he emphasized that the Commission is “technology-neutral,” and that they “focus on outcomes, not tools.” Computational power has gone from…
SEC Climate Rule Not in Force Yet, But Companies are Adapting (Markets! Risk Assessment!)
CEOs and boards are doing what they are supposed to do — hedging their bets. The SEC’s new climate disclosure rules are not out yet and are sure to be challenged when they are, but just in case, companies are already adapting their processes and disclosures. Global issues like climate change, where cause and effect…
New Buybacks Disclosures: SEC Adopts Amendments to Modernize Share Repurchase Disclosure
The Securities and Exchange Commission adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities, including requiring issuers to provide daily repurchase activity on a quarterly or semi-annual basis, depending on the type of issuer. The amendments will improve disclosure and provide investors with enhanced information to assess the purposes…
Representative Maxine Waters Objects to SEC Rule Rollbacks
Congresswoman Maxine Waters (D-CA), the top Democrat on the House Financial Services Committee, delivered the following statement at a full Committee hearing entitled, “Oversight of the Securities and Exchange Commission:” Right now, our financial system is still recovering from the sudden collapse of Silicon Valley Bank and Signature Bank, our nation’s affordable housing crisis is…
Brazilian Mining Company to Pay $55.9 Million to Settle SEC Charges Related to Misleading Disclosures Prior to Deadly Dam Collapse
The Securities and Exchange Commission today announced that Vale S.A., a publicly traded Brazilian mining company and one of the largest iron ore producers in the world, agreed to pay $55.9 million to settle charges brought last April stemming from the company’s allegedly false and misleading disclosures about the safety of its dams prior to…
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