Wonder no more: The SEC’s final climate-related disclosure rules

Executive summary

Many people have spent the last two years wondering when the Securities and Exchange Commission (SEC) would finalize its long-awaited climate-related disclosure rules and what those rules would require.  The SEC answered those questions on March 6, 2024, in a 3-2 vote with Chair Gary Gensler and Commissioners Caroline A. Crenshaw and Jaime Lizárraga voting in favor and Commissioners Hester M. Peirce and Mark T. Uyeda voting against. Totaling almost 900 pages and 3,241 explanatory footnotes, but just 44 pages of changes to statutory rule text, the SEC’s final climate-related disclosure rules are arguably one of largest changes to the SEC disclosure regime in recent memory.  

The final rules require a domestic or foreign registrant to include in registration statements and periodic reports disclosures addressing: 

• How an entity’s board and management governs and manages material climate-related risks 
• Actual or reasonably likely material effects of climate-related risks on the registrant’s business strategy, results of operations, or financial condition
• Material climate-related targets and goals, use of carbon offsets or renewable energy certificates (RECs), and, if used, scenario analysis, transition plans, and carbon pricing
• For large accelerated filers (LAFs) and accelerated filers (AFs), excluding smaller reporting companies (SRCs) and emerging growth companies (EGCs), quantitative information about material Scope 1 and Scope 2 greenhouse gas (GHG) emissions, including assurance over those metrics 
• In the notes to audited financial statements, certain financial statement metrics and disclosures related to severe weather events, other natural conditions, and use of carbon offsets or RECs 

The disclosures and assurance requirements are phased in over time based on filer status. 

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