Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules

A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies.  With the myriad of requirements overlaid with varying timelines, it can be challenging to understand what is required and when, particularly for international groups.  These obligations are likely to require substantial resources to meet the reporting requirements, as applicable.

  • the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules, which require extensive climate-related disclosures;
  • the Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Act (SB 261), which are known as the Climate Accountability Package (together, the “California Rules”). The California Rules are the first U.S. state legislation requiring the disclosure of greenhouse gas (“GHG”) emissions and climate-related financial risks; and
  • the European Union’s (“EU”) Corporate Sustainability Reporting Directive (“CSRD”), including its extra-territorial reach to U.S. companies, as part of the “EU’s Green Deal” – a suite of legislation and regulation to support a reorientation of capital toward sustainability initiatives to achieve net zero by 2050. The CSRD imposes broad reporting requirements from both a climate and social perspective.

We also include practical guidance on where to start with navigating the scoping, timing and content required to achieve compliance under these regimes.

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Photo of Aliza Cinamon Aliza Cinamon

Aliza R. Cinamon leads Proskauer’s Environmental Group. She advises both U.S. and international clients on a broad spectrum of environmental issues in connection with complex corporate, real estate, financing and bankruptcy transactions. Aliza provides clients with a deep array of capabilities, acting on…

Aliza R. Cinamon leads Proskauer’s Environmental Group. She advises both U.S. and international clients on a broad spectrum of environmental issues in connection with complex corporate, real estate, financing and bankruptcy transactions. Aliza provides clients with a deep array of capabilities, acting on matters that involve liability and risk allocation issues, remediation, brownfields, ESG, sustainability and climate change, public company disclosures, environmental insurance and technical expert management. Her practice also includes representing clients in superfund litigation matters, environmental compliance and permitting and federal and state environmental enforcement proceedings. She has worked on transactions involving both public and private companies covering a wide variety of industries including pharmaceuticals, chemical manufacturing, life sciences, telecommunications, real estate construction and development, sports and retail.

Aliza is also devoted to pro bono matters, including heading the Firm’s efforts on behalf of Holocaust victims eligible for reparations, obtaining disability benefits for veterans, identifying and assisting potential victims of trafficking, helping persecuted Iraqis seeking refuge in the U.S. and providing corporate counseling for a number of the Firm’s other pro bono clients. Before joining Proskauer, Aliza interned for the U.S. District Court, New York, Southern District with Judge Shira Scheindlin.

Photo of Rachel Lowe Rachel Lowe

Rachel E. Lowe is a special regulatory counsel in the Corporate Department and a member of the Private Investment Funds Group.

Rachel advises on financial services regulation specializing in sustainable finance and ESG regulation. She has particular expertise in drafting and advising on…

Rachel E. Lowe is a special regulatory counsel in the Corporate Department and a member of the Private Investment Funds Group.

Rachel advises on financial services regulation specializing in sustainable finance and ESG regulation. She has particular expertise in drafting and advising on the Sustainable Finance Disclosure Regulation (SFDR) and the Taxonomy Regulation. Rachel has also supported with EU MiFID and AIFMD sustainability updates for clients, including from a governance and organizational perspective, as well as providing drafting and training support. She also advises on the Corporate Sustainability Reporting Directive (CSRD), including analysis of its applicability for large international group structures.

From a UK perspective, Rachel supports clients with the TCFD-related requirements in the Financial Conduct Authority’s ESG Sourcebook and is increasingly engaged on the UK’s Sustainability Disclosure Requirements (SDR).

More broadly, Rachel has worked with litigation colleagues to assist clients with understanding and mitigating greenwashing-related legal and regulatory risk.

Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

Photo of Louis Rambo Louis Rambo

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and…

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and shareholder activism. Prior to joining the Firm, Louis served as an attorney in the Division of Corporation Finance with the Securities and Exchange Commission.