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Securities and Exchange Commission Issues Interpretive Guidance for Reporting Risks Due to Climate Change

By Maureen Harbourt

On January 27, 2010, the SEC voted 3-2 to issue an interpretive guidance 'on existing SEC disclosure requirements as they apply to business or legal developments relating to the issue of climate change.' Chair Mary Shapiro emphasized that the interpretive release is not intended to create new legal requirements, but is to clarify the requirements already applicable for reporting material risks on public disclosure statements. She was careful to avoid arguments on the science, stating: 'We are not opining on whether the world's climate is changing, at what pace it might be changing, or due to what causes. Nothing that the Commission does today should be construed as weighing in on those topics."

The guidance, which will be posted 'shortly' on the SEC website, provides examples of where climate change issues may require discussion in disclosure reports:

• Impact of Legislation and Regulation: When assessing potential disclosure obligations, a company should consider whether the impact of certain existing laws and regulations regarding climate change is material. In certain circumstances, a company should also evaluate the potential impact of pending legislation and regulation related to this topic.

• Impact of International Accords: A company should consider, and disclose when material, the risks or effects on its business of international accords and treaties relating to climate change.

• Indirect Consequences of Regulation or Business Trends: Legal, technological, political and scientific developments regarding climate change may create new opportunities or risks for companies. For instance, a company may face decreased demand for goods that produce significant greenhouse gas emissions or increased demand for goods that result in lower emissions than competing products. As such, a company should consider, for disclosure purposes, the actual or potential indirect consequences it may face due to climate change related regulatory or business trends.

• Physical Impacts of Climate Change: Companies should also evaluate for disclosure purposes the actual and potential material impacts of environmental matters on their business.
   

See SEC Press Release here. 
 

Full post as published by Louisiana Law Blog on January 28, 2010 (boomark / email).