SEC Nears Completion of Climate Risk Disclosure Rule

The U.S. Securities and Exchange Commission (SEC) announced that the Commission will meet on Wednesday, March 6 to vote on its proposed rule for public companies to disclose climate-related information in their registration statements and annual reports. Multiple news sources have reported that the final version may not be as expansive as the SEC proposed in 2022. The SEC originally proposed expanding disclosure requirements to include direct and indirect greenhouse gas (GHG) emissions as well as the emissions related to the supply chain (so-called “Scope 3 emissions”), if material. The supply chain provision- reportedly absent from the final rule- would have caused many more project owners to require climate-related documentation from general contractors and suppliers. AGC provided preliminary feedback in 2021 and commented on the proposal in 2022.  If the reports are accurate that mandatory supply chain climate-related disclosures are absent from the final rule, this would be a considerable improvement over the original proposal, and in line with AGC’s recommendations.

In addition to recommending that the SEC drop its mandate for Scope 3 emissions disclosure, AGC’s comments maintained that climate change disclosures are already adequately addressed under existing rules such as Regulation S-K. The SEC has limited authority related to federal environmental or climate policy, but if they proceed, AGC urged the agency to ---

  • Support voluntary, market-based disclosures that provide companies with appropriate flexibility.
  • Root any disclosure framework in the Supreme Court’s well-established financial “materiality” standard.
  • Promote comparable, reliable, and accurate information to investors.
  • Factor flexibility for companies of different sizes and industries.
  • Establish boundaries on the scope of reporting for entities with complex carbon footprints and include limits on legal liability.

For more information, contact Matthew Turkstra at or Melinda Tomaino at

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