TheCorporateCounsel.net

It now appears that the Staff’s climate change reviews are finally wrapping up, as we begin to see the review correspondence posted on EDGAR for companies who received a climate change comment letter in 2021 from the Staff. This resolution is fairly anticlimactic, because the Staff’s sample comment letter published back in September 2021 largely gave us the lay of the land on what the Staff covered in these reviews.

In the correspondence that is now emerging, we see companies explain in significant detail their consideration of the Commission’s 2010 climate change guidance in drafting their Form 10-K disclosures, as well as provide details about their analysis of the materiality of climate change considerations. Consistent with our prior observations, the Staff often pressed companies on these topics in more than one comment letter, apparently not satisfied with the first round of explanations. In the end, while the review effort may not have moved the needle much on the climate change disclosure that public companies provide, it undoubtedly gave the Staff some perspectives on the state of disclosure today that could be useful toward the rule making effort that is still bogged down with the Commission.

– Dave Lynn