• Deborah

Released on March 21, the Proposed Rules would strengthen the requirements under the Securities Act of 1933 (‘Securities Act’) and Securities Exchange Act of 1934 (‘Exchange Act’) that would compel registrants to provide certain climate-related information in their registration statements and annual reports.

Key highlights of the Proposed Rules include the disclosure of:

  • climate related-risks (time horizon, materiality determination)

  • climate-related impacts on strategy, business model and outlook

  • board and management oversight (material impacts, scenario analysis where applicable…)

  • processes for identifying, assessing, and managing climate-related risks

  • Greenhouse gas (GHG) emissions metrics

The Proposed Rules would require registrants (both domestic and foreign private issuers) to use specific forms to comply with the requirements including:

  • Securities Act Forms S-1, F-1, S-3, F-3, S-4, F-4 and S- 11.

  • Exchange Act Forms 10 and 20-F.

  • Exchange Act annual reports (Forms 10-K and 20-F).

  • An attestation report for Scope 1 and Scope 2 GHG emissions disclosure.

The Proposed Rules would include a phased-in period for all registrants.

Comments should be provided by May 20 through this form or by using this email rule-comments@sec.gov.

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