Navigating the SEC's Proposed Climate-Related Disclosure Rules

March 31, 2022

On March 21, 2022, the SEC announced a proposal to mandate climate-related disclosures for U.S. public companies and foreign private issuers. To help clients navigate the scope and potential implications of these proposed climate change disclosure rules, S&C hosted a webinar examining the most significant provisions of the proposal, exploring the ESG disclosure framework, reviewing key takeaways and discussing what public companies can be doing now to respond and prepare.

The March 29 conversation around the SEC’s proposed climate disclosure requirements was led by Jay Clayton, former SEC chairman; S&C’s Capital Markets Group co-heads Cathy Clarkin, Bob Downes and Sarah Payne; and Corporate Governance practice co-head Marc Treviño.

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Jay Clayton is the former Chairman of the U.S. Securities and Exchange Commission. Now a Senior Policy Advisor and Of Counsel at S&C, Jay’s practice centers on advising institutions, board of directors and individuals on governance, markets, regulatory and legislative matters, particularly where multidisciplinary advice and practical experience are valued.

Cathy Clarkin is co-head of S&C’s Capital Markets Group. Cathy regularly advises a broad range of clients on ongoing public company matters, including corporate governance, ESG, cybersecurity and disclosure matters. She has advised on many high-profile public and private offerings of equity and debt securities by global issuers across a broad range of industries.

Bob Downes is co-head of the Firm’s Capital Markets Group. For over thirty years, Bob has advised on many of the most significant public and private offerings of equity and debt securities and M&A and joint ventures for U.S. and non-U.S. issuers. He also has been actively involved in advising domestic issuers on corporate governance matters and cybersecurity issues.

Sarah Payne is managing partner of S&C’s Palo Alto office and co-head of the Firm’s Capital Markets Group. She also co-heads the Firm’s Technology M&A and Finance Groups. Sarah has a broad-based corporate practice advising clients on a range of transactions, focusing on public and private securities offerings and mergers and acquisitions.

Marc Treviño is co-head of S&C’s corporate governance practice and the managing partner of its Executive Compensation Group. He is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions. Marc is a co-author of The Public Company Deskbook, which has been hailed as “the bible for securities lawyers” by Fortune.

Learn more about our practices

Capital Markets: S&C has played a formative role in the development of the global capital markets, with experience that stretches back to the preparation of the first major registration statement under the Securities Act. In recent years, our Capital Markets lawyers have counseled clients on corporate governance and evolving disclosure matters, such as ESG-related disclosure issues, and have counseled corporates and sovereign entities on novel capital markets transactions, including sustainability, social and green bond offerings. Learn more about S&C’s Capital Markets Group here.

ESG: The rise of environmental, social and governance (ESG)-focused investing, shareholder engagement and sustainable finance has been a growing focus in international markets for the past decade. S&C has been at the forefront of this movement, advising clients on all aspects of their ESG, corporate purpose and sustainability matters. Learn more about S&C’s multidisciplinary approach to ESG here.

Corporate Governance: Corporate governance represents an increasingly complex and critical area of focus for public companies. As boards of directors and management teams consider governance policies, they must also ensure that they protect long-term shareholder value and retain the flexibility to deal with takeover attempts and activist campaigns. Learn more about S&C’s corporate governance practice here.