I was recently quoted in Corporate Compliance Insights sharing perspective on the new climate disclosure rules issued in March 2024 by the Securities Exchange Commission (SEC). The SEC voluntarily stayed the new rules while the Court of Appeals for the Eighth Circuit completes judicial review of consolidated challenges to the new rules.Continue Reading Embattled SEC Climate Disclosure Rule

Recently, the State of California enacted Assembly Bill 1305: the Voluntary Carbon Market Disclosures Act (AB 1305), which requires companies, under certain circumstances, to make website disclosures of certain information about their greenhouse gas (GHG) emissions and emissions-reduction programs. Continue Reading California GHG Emission Website Disclosure Legislation to Take Effect on January 1, 2024

We are looking forward to presenting at the Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting. Kevin will speak on a panel titled, “SEC Updates: What’s Hot for Corp Fin and Enforcement?” with Dave Brown, Supervisory Archivist at United States Securities and Exchange Commission; Jason Outlaw, Senior Associate in Securities Litigation Group at Alston & Bird LLP and Mellissa Campbell Duru, Vice Chair of ESG practice at Covington & Burling LLP (moderator). Sehrish will moderate a panel titled, “Tackling Governance and Disclosure Challenges in ESG” with Stefanie Holland, Director of Government Affairs at Qualcomm.
Continue Reading Register Now | Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting

A wide array of developments have significantly increased the focus by public companies on board and board committee oversight of environmental, social, and governance (ESG) issues in recent years. These developments have included the heightened consideration of institutional investors and proxy advisory firms on ESG board oversight and ESG considerations more generally, as well as various recent proposed rules and initiatives of the Securities and Exchange Commission (SEC) with respect to ESG matters, including the proposed climate rules issued by the SEC earlier this year. This post addresses issues and trends concerning whether the full board or particular board committees should be primarily responsible for oversight of ESG considerations.
Continue Reading ESG Board Oversight Considerations: What Board Committee(s) Should Oversee ESG in the Current Environment?

In March 2021, the Securities and Exchange Commission’s (SEC) then-acting chair, Allison Herren Lee, announced the creation of an Environmental, Social and Governance (ESG) Task Force within the SEC’s Division of Enforcement. Sanjay Wadhwa, the deputy director of the SEC’s Enforcement Division heads the ESG Task Force. The initial focus of this task force was to “identify any material gaps or misstatements in issuers’ disclosure of climate risks under existing [SEC] rules.”  Before yesterday, the ESG Task Force had not yet made a publicly announced climate-related enforcement action initiated by it.
Continue Reading It Happened! ESG Task Force’s First Enforcement Action

After months of anticipation, on March 21, the U.S. Securities and Exchange Commission (SEC) voted 3:1 to propose climate change-related disclosure rules that would implement prescriptive climate-related disclosure requirements (which would be applicable for most public companies) in a wide array of climate-related areas, including with respect to governance, outlook, risk management, GHG emissions, climate-related targets and goals and financial statement disclosures. These proposed rules, which are intended to provide investors with consistent, comparable, and reliable climate-related information, would represent a major shift in the public company disclosure landscape and will require significant advance effort by public companies to facilitate compliance.

Join Bass, Berry & Sims and leading environmental, social and governance (ESG) thought leaders for the next installment in our ESG Impact Webinar series on Tuesday, May 24, 2022. Our panelists will share their experience and perspectives on what in-house counsel should consider as it relates to these proposed climate change disclosure rules. Discussion topics will include:

  • Overview of the Proposed Rules.
  • Required Disclosure under Regulation S-X.
  • Required Disclosure under Regulation S-K.
  • Phase-In Periods.
  • Practical Takeaways and Next Steps.

Continue Reading [WEBINAR] What’s Next in ESG? Understanding the Proposed SEC Climate Change Disclosure Rules

After months of anticipation, on March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1 to propose climate change-related disclosure rules that would impact a company’s annual reports and registration statements.   As indicated previously by the Staff, the proposed climate-related disclosure framework is modeled partially on the Task Force on Climate-related Financial Disclosure’s (TCFD) recommendations and draws upon the Greenhouse Gas (GHG) Protocol.  (See our previous blog post discussing the Staff’s consideration of TCFD). The proposed rules, seemingly unprecedented in nature, are significantly more prescriptive rather than “principles-based” disclosure rooted in materiality, and intended to provide stakeholders with “consistent and comparable data.”
Continue Reading The SEC’s Proposed Climate Change Rules Are Out: Making Sense of 500+ Pages

As investors, advisers, corporations and other stakeholders become increasingly focused on environmental, social and governance (ESG) investments and disclosures, regulators are becoming increasingly concerned with potential “greenwashing,” which Kelly Gibson, Chair of the Securities and Exchange Commission’s (SEC) ESG Task Force, defined as “exaggerating” a “commitment to, or achievement of climate . .  . related goals.”
Continue Reading The Not So Green-Friendly Practice of Greenwashing

Last month at the 2021 United Nations Climate Change Conference (commonly referred to as the COP26), the International Financial Reporting Standards Foundation (IFRS Foundation) announced the formation of an International Sustainability Standards Board (ISSB).
Continue Reading Consolidation and Globalization of ESG Standards Progress: CRD Dissolves to Support IFRS Foundation and ISSB