"On February 2, 2010, the Securities and Exchange Commission
("SEC") issued guidance, in the form of an interpretive release (the
"Release"), as to a public company's disclosure requirements on climate change
issues," reports this commentary from Jenner & Block. "The SEC puts
companies on notice that it will review the effect of the Release on companies'
filings through its disclosure review program. This Release should be
considered in the context of the SEC staff's recent reminders that their review
will look beyond the four corners of a company's SEC filings, including
considering disclosures in a company's earnings calls, earnings releases,
website and press releases. The SEC expects to hold a public "roundtable" on
climate change disclosures in the spring of 2010."
of this commentary, Jerry J. Burgdoerfer, Gabrielle Sigel, William L. Tolbert
Jr., Elaine Wolff, and Lee E. Dionne, explain that the "Release discusses four
non-exclusive categories of climate change information that companies should
evaluate for materiality in order to determine whether disclosure is required:
commentary notes that the "Release features a discussion of the state,
national, and international response to climate change, particularly through
the restriction or disclosure of greenhouse gas ("GHG") emissions." In addition
the "Release is a reminder that for some companies, regulatory, legislative and
other developments could have a significant effect on results of operations and
operating and financial decisions, and should be disclosed or considered for
disclosure in SEC filings."
commentary discusses the Release's presentation of: (A) its purpose and
context; (B) disclosure obligations existing under current law; and (C) the
climate change information companies should consider disclosing in their
filings. The article concludes with Practice Pointers for public companies to
consider in light of the new guidance.
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