Hurry Up and Wait: 2010 Climate Change Disclosure May Impact 2012 Proxy Access

If we had surveyed the corporate disclosure teams of public companies in August 2010, and asked them if they were pondering their climate change disclosure obligations, we believe the uniform response would have been a resounding "no." Instead, these folks were hurrying to digest the Dodd-Frank Act and its consequences, including immediately effective changes in the rules of the road regarding credit ratings disclosures, and soon thereafter, the SEC's final proxy access rules. The response would have been very different had we conducted our survey in early February 2010, after the SEC approved its Interpretive Release addressing a public company's disclosure obligations with respect to business or legal developments related to climate change.