6 December 2023 Mike Bienenfeld  -  Jeffrey Cohen  -  Alexander Parkhouse  -  Igor Rogovoy  -  Cole Smith Capital Markets - Debt - Capital Markets - Equity - Corporate Governance - Environment and Climate Change

SEC’s New Rulemaking Agenda Pushes Adoption of Climate Change Disclosure Rules to 2024

The U.S. Securities and Exchange Commission (the “SEC”) has pushed back adoption of its long-awaited climate change disclosure rules to spring 2024, according to its most recent regulatory agenda. The agenda does not specify any re-proposal of the climate change disclosure rules, as some (including SEC Commissioner Mark Uyeda) have requested.

The agenda also indicates that the SEC has pushed back to spring 2023 the adoption of its rules related to SPACs, ESG disclosure rules for funds, Rule 14a-8 amendments, as well as the publication of proposals regarding human capital management disclosure and amendments to Regulation D (which could include revisions to the accredited investor definition). Notably, a re-proposal of the share repurchase disclosure rule, which the Fifth Circuit Court of Appeal ordered the SEC to revise by November 30, 2023, was omitted from the SEC’s priorities for spring 2024. The court rejected the SEC’s request for further time to revise the rule and the SEC has not yet issued an amended rule.

Among the key dates set out in the agenda are:

The agenda, which is published twice a year, is not binding on the SEC but sets out the rulemakings that the SEC expects to propose or adopt in the near term. It is not uncommon for the SEC to miss dates, without any public notice or acknowledgement that the dates have been pushed back. In fact, the climate change disclosure rules were originally scheduled to be adopted in October 2022, then pushed back to April 2023, October 2023, and now April 2024. The SEC sometimes also adopts rules earlier than indicated in the agenda.