Polluting Corporate Disclosures: Acting SEC Chairman Issues Statement on Climate-Related Disclosure Rules

On February 11, 2025, Former Acting Chairman of the Securities and Exchange Commission (“SEC”), Mark T. Uyeda (“Uyeda”), issued a statement directing his staff to dial back enforcement of the Climate-Related Disclosures for Issuers Rule (the “Climate Disclosures Rule” or the “Rule”).  This statement came while Paul Atkins (“Atkins”)—who has since been confirmed as the SEC’s Chairman— awaited his formal confirmation as Chairman of the  SEC on April 21, 2025.[1]

The Climate Disclosures Rule, promulgated in March 2024, required public companies to make detailed disclosures concerning climate-related risks and their financial impacts on the issuer’s business in registration statements and other reports filed with the SEC. Like Uyeda, Atkins also expressed his inclination to do away with the rule, calling it  “[u]nclear, overly politicized, complicated and burdensome[.]”

Immediately following the implementation of the Climate Disclosure Rules, several fossil fuel, other large companies, and state actors (“Petitioners”) filed lawsuits against the SEC in numerous federal courts challenging the rule, not only because of the undue financial hardship the Rule would cause these companies, but also, because in their view the concept of climate change is controversial and its financial risks to corporations are either unknown or nonexistent.  Thus, Petitioners’ argued, requiring its disclosure is beyond the scope of the SEC’s enforcement authority.  At the request of the SEC, the lawsuits were consolidated into a single lawsuit in the Eighth Circuit captioned: State of Iowa, et al v. U.S Securities and Exchange Commission, No. 24-01522 (8th Cir. filed Mar.13, 2024) (“Iowa Case”).

Despite the defense of the Climate Disclosure Rule through a Respondents’ brief and countless Amicus Briefs filed in the Iowa Case, the SEC submitted a letter to the Clerk of Court to “notify the[m] of the changed circumstances [(concerning the Uyeda’s statement on the Climate Disclosure Rules)] and requested that the Court not schedule the case for argument to provide time for the Commission to deliberate and determine the appropriate next steps in these cases.”  ECF. No. BL-266.

Uyeda’s statement, attached to the SEC’s letter noted that, “[b]oth Commissioner Peirce and I voted against the Rule’s adoption… [because the] then-existing disclosure rules were sufficient” and that the “rule’s anticipated benefits do not outweigh the costs” because the rule “facilitating the disclosure of information not clearly related to financial returns” was “without statutory authority or expertise.” Id. Indeed, the letter even questioned whether the SEC “followed the proper procedures … to adopt the Rule” given its “lack of statutory authority, the recent change in the composition of the [SEC,] and the recent Presidential Memorandum regarding [the general] Regulatory Freeze.”  Id.

However, On April 24, 2025, the Court issued an order agreeing to hold the Iowa Case in abeyance to give the SEC an additional 90 days from the date of the order to provide “a status report advising whether the Commission intends to review or reconsider the rules at issue in this case.”  ECF. No. BL-273.

The position of the SEC demonstrates the shift away from prioritizing the government’s regulation of climate control over the financial returns of large corporations.