Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures

On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings.  The statements evidence some debate within the SEC on this topic, which has attracted considerable recent attention among investors, companies and regulators.  The outcome for companies is generally the status quo, as the SEC chose not to include specific requirements on climate change or other environmental, social and governance (ESG) disclosure in the amendments to MD&A it proposed yesterday.

The three statements can be found here: Chair Clayton’s statement; Commissioner Lee’s statement and Commissioner Peirce’s Read more

Cleary Gottlieb Discusses SEC’s Proposed Changes to Public Company Disclosure

On October 11, 2017, the SEC proposed a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies.[1]  The proposals would implement a statutory directive under the 2015 FAST Act.  They span a number of topics, including MD&A, property, risk factors, confidential treatment requests and exhibits, and are generally modest changes, although some may prove quite helpful for companies in practice.

We discuss the more significant of the proposed amendments below and summarize many of the proposal’s other, more ministerial amendments in a list at the … Read more