Further to our recent posts in the Society huddles, Gibson Dunn’s “SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond” summarizes an apparent SEC sweep of climate-related disclosures in Form 10-K filings. In addition to including sample comments, which the firm notes appear to be largely driven by the SEC’s 2010 climate change disclosure guidance, the post provides sound advice to companies about comment letter response considerations, as well as steps all issuers should consider regardless of whether they have or have not (yet) received a comment letter.
More specifically, the sample comments seem to largely stem from Reg. S-K’s description of business, legal proceedings, risk factor, and MD&A disclosure requirements, and may also require companies to explain their materiality/nonmateriality determinations that supported inclusion of specific information in a sustainability report rather than the Form 10-K in certain circumstances.
See “Form 10-K Climate Disclosures: Corp Fin Comments Have Arrived” (PracticalESG.com); Gibson Dunn’s “Considerations for Climate Change Disclosures in SEC Reports” (which we reported on here); our recent reports: “Current Climate-Related Financial Reporting Requirements,” “Application of Financial Accounting Standards to ESG Information,” and “SEC Launches Climate Disclosure Review, Enforcement Task Force”; and additional information & resources on these practical resource pages: Climate Risk & Disclosure, Financial Reporting, and Sustainability.