Securities and Exchange Commission

At an open meeting on May 25, 2022, the US Securities and Exchange Commission (“SEC” or “Commission”) approved two new proposals regarding ESG that will impact the fund and investment management industry. One of the proposals is directed solely at registered funds and business development companies (BDCs), while the other applies to registered funds, BDCs

The US Securities and Exchange Commission (SEC) rulemaking process has received much attention under Chair Gensler’s leadership not only because of the volume and substance of proposed rules, but also because of the relatively short comment periods allotted for the public to respond pursuant to the Administrative Procedure Act process. As just one example of

On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting by public companies of climate change-related disclosure and related attestation (the “Proposal”). Comments on the Proposal are due 30 days after

The US Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) published a sample letter with comments that the Staff intends to issue to public companies regarding their climate change disclosures—or lack thereof—in SEC filings. As explained in a prior Mayer Brown post, Commissioner Lee, when she was Acting Chair of the SEC earlier this year, directed the Staff to increase its attention on the ways in which public companies implement the SEC’s 2010 Guidance Regarding Disclosure Related to Climate Change, which provides direction to companies regarding the SEC rules that may require disclosure about climate change, despite the fact that climate change is not explicitly referenced in the existing rules.

The SEC’s disclosure requirements are largely principles-based and may require different information from different companies, including climate change-related information.

Continue Reading US SEC Division of Corporation Finance Publishes Sample Letter to Companies Regarding Climate Change Disclosures

On August 6, 2021, the US Securities and Exchange Commission (SEC) approved Nasdaq’s board diversity rule. Nasdaq originally proposed its rule in December 2020 and subsequently amended the proposal to reflect feedback submitted by commenters.

The rule requires Nasdaq-listed companies to have, or explain why they do not have, at least two diverse

On April 9, 2021, the Division of Examinations of the US Securities and Exchange Commission (SEC) issued a Risk Alert that highlighted its observations from its recent examinations of investment advisers, registered investment companies and private funds offering ESG products and services. The Risk Alert also provides observations of effective practices.

ESG investing

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on climate change disclosures on March 15, 2021.

The request seeks input relating to 15 climate-related disclosure topics, including:

The past few weeks have seen a flurry of ESG-related announcements coming from the US Securities and Exchange Commission (SEC) Acting Chair and staff. The most recent press release announced that the SEC has created a Climate and ESG Task Force in the Division of Enforcement:

[T]he Climate and ESG Task Force will develop initiatives to proactively identify ESG-related misconduct.  The task force will also coordinate the effective use of Division resources, including through the use of sophisticated data analysis to mine and assess information across registrants, to identify potential violations.
The initial focus will be to identify any material gaps or misstatements in issuers’ disclosure of climate risks under existing rules.  The task force will also analyze disclosure and compliance issues relating to investment advisers’ and funds’ ESG strategies.

SEC registrants may be wondering if these announcements change their legal obligations and what actions they should take in response in order to ensure compliance. We discuss the implications for registrants in this Blog Post.

Continue Reading US SEC Announces the Creation of a Climate and ESG Task Force

On February 24, 2021, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, announced that the agency will focus on public companies’ climate change disclosures as part of an effort to both assess current compliance with federal securities laws and develop new disclosure requirements for climate change.

Specifically, she

On February 1, 2021, the US Securities and Exchange Commission (SEC) announced the appointment of the regulator’s first dedicated ESG policy advisor. This significant development for ESG regulation in the United States follows President Biden’s nomination of Marty Walsh as Secretary of Labor, as well as his appointment of Brian Deese as the head of the National Economic Council—both noteworthy for their ESG-related expertise in the public and private sectors, respectively.

In this Blog Post, we discuss these developments and what they could mean for the future of ESG regulation in the United States.

Continue Reading ESG Expertise Grows in the US Government: A Sign of Things to Come?