In yet another step forward on the SEC’s path toward a comprehensive ESG disclosure framework, on September 22, 2021, the Staff of the Division of Corporation Finance issued a Sample Letter to Companies on Climate Change Disclosure, relying on the Commission’s 2010 Climate Change Guidance.

Corp Fin notes that it selectively reviews filings to consider and improve disclosure requirements and that the letter released is demonstrative of the type it could send to a company about its climate-change disclosures, or to inquire about the lack of such disclosures. Of course, Corp Fin would account for company-specific issues in crafting such a letter – the sample is nothing more than guidance as to what companies can expect.

While we can anticipate some one-offs, at least currently, corporations that have significant operations in areas that already have been hard hit by weather-related events (for example, fires, floods, etc.); companies in industries that present significant environmental risks; and issuers or registrants that have undertaken meaningful voluntary reporting outside of their periodic reports, without incorporating that disclosure into their SEC filings all are at significantly higher risk of getting a letter like the sample released by Corp Fin. As a result, it may be worthwhile to revisit existing disclosure or consider now whether any voluntary reporting should be linked or incorporated in some meaningful way into SEC filings.


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