related matters , it might be easy to overlook the fact that existing SEC rules and interpretations may require climate-related disclosures in SEC filings . Further , SEC staff may issue comments on climaterelated disclosures , or the absence thereof , in a company ' s SEC filings , as they did for a number of companies in fall 2021 with respect to the companies ' 2020 annual reports on Form 10-K .
Pending a company ' s initial compliance date for the new rules , in-house counsel should continue to assess their company ' s disclosures in view of the SEC ' s 2010 guidance [ 4 ] on climate-related disclosures .[ 5 ]
Charles H . Still Jr . is a partner at Bracewell LLP and co-head of the firm ' s corporate and securities department .
Troy L . Harder is a partner at the firm . Chase V . Edmunds is an associate at the firm .
The opinions expressed are those of the author ( s ) and do not necessarily reflect the views of their employer , its clients , or Portfolio Media Inc ., or any of its or their respective affiliates . This article is for general information purposes and is not intended to be and should not be taken as legal advice .
[ 1 ] https :// www . sec . gov / files / rules / final / 2024 / 33-11275 . pdf .
[ 2 ] Scope 1 emissions are direct GHG emissions from operations that are owned or controlled by a company . Scope 2 emissions are indirect GHG emissions from the generation of purchased or acquired energy that is consumed by a company ' s operations .
In a departure from the rules as originally proposed , the final rules do not require disclosure of Scope 3 emissions ( i . e ., the indirect GHG emissions that occur in the upstream and downstream activities of a company ' s value chain and that are not otherwise included in the company ' s Scope 2 emissions ) by any category of reporting company . It is worth noting , however , that California ' s recently adopted Climate Corporate Data Accountability Act ( Senate Bill 253 ) and the European Union ' s Corporate Sustainability Reporting Directive will require certain public and private US companies that do business in California or the EU to disclose all three categories of GHG emissions .
[ 3 ] https :// www . sec . gov / files / 33-11275-fact-sheet . pdf . [ 4 ] https :// www . sec . gov / rules / interp / 2010 / 33-9106 . pdf .
[ 5 ] As a separate but related point , the adopting release for the new rules indicated , in a footnote , that the 2010 guidance will continue to be relevant for a company after it is required to comply with the new rules . It may be that the new rules effectively cover all of the potential disclosure topics highlighted in the 2010 guidance , but companies will need to make that assessment based on their particular facts and circumstances .