SEC's Climate-Related Comment Letters – Avoiding Potential Pitfalls

In September 2021, the Securities and Exchange Commission (SEC) provided a sample comment letter that included nine potential climate-related comments the SEC may issue to companies regarding their climate-related disclosure or the absence of such disclosure. The SEC has recently started to release the comment letters and responses. We have reviewed the climate-related comment letters not related to a securities offering through April 24 and summarized our findings below. It appears the SEC initially focused on providing comment letters to larger companies, with 25 companies ranging from $3.7 billion to $1.5 trillion in market capitalization spanning a broad range of industries. Companies received an average of 4.7 first-round comments and 3.1 second-round comments. While less common, certain companies received third-round comments.