Davis Polk’s analysis of institutional non-form comment letters (i.e., letters other than those from unaffiliated individuals and the more than 5,700 form letters, which may be accessed here) in response to former SEC Acting Chair Allison Herren Lee’s request for public input on climate change disclosure includes the firm’s breakdown of commenter types, a summary of comments relating to six key questions raised in the request, and specific recommendations made by 30 commenters (including the Society) the firm deemed of particular interest to its clients.
Notably, a plurality of commenter types represent standard setters and non-profit/sustainability groups, as detailed here:
The six topics of focus in the firm’s analysis consist of:
- Does the SEC have authority to mandate climate disclosures, and would doing so survive the cost-benefit analysis required for rulemaking?
- Given a perceived desire for both meaningful and comparable climate disclosures, which types of disclosure standards (e.g., general or industry-specific standards, a single global standard or multiple standards around the world and a standard drawing on existing third-party frameworks or a novel framework) should the SEC use for any mandatory climate disclosure regime?
- If the SEC mandates climate disclosures, what information should the SEC require to be disclosed?
- Should the SEC provide protection from liability, whether through a safe harbor, having climate disclosures be furnished rather than filed or by requiring disclosures on a specialized form outside of 10‑Ks and 10-Qs?
- Should climate disclosures be subject to the same level of rigor as other types of SEC disclosures, such as financial disclosures, by imposing requirements for audit or assurance or internal controls?
- If the SEC creates a new disclosure mandate, should its scope include not only public companies but also private companies and not only climate disclosures but also ESG disclosures more broadly?
The report includes pie charts that aim to reflect the varied positions taken by the 30 select commenters on each of the above six topics, which are further detailed in the Appendix.
See our prior report: “Society Submits Climate Disclosure Comment Letter.”
This post first appeared in the weekly Society Alert!