SEC Climate Disclosure Rules: New Obligations for Foreign Private Issuers

According to Sullivan & Cromwell LLP, climate-related disclosure rules recently proposed by the Securities and Exchange Commission would require foreign private issuers to collect and report detailed climate-related information, sometimes regardless of its materiality, in their SEC filings. Many Foreign Private Issuers (FPIs) – including those based in the European Union, Japan and the UK – are already subject to climate disclosure rules in their home jurisdictions. However, the new SEC rules, if adopted as proposed, would require these companies to go beyond the requirements of their home jurisdiction and prepare and disclose additional climate-related information to meet US reporting requirements. FPIs may also be subject to liability under US securities law with respect to information being reported under local jurisdiction requirements. Click image for memo from Sullivan & Cromwell LLP outlining the key implications of these SEC climate-related disclosure rules specific to FPIs, foreign private issuers.