Rule2024-07648
The Enhancement and Standardization of Climate-Related Disclosures for Investors; Delay of Effective Date
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 12, 2024
Issuing agencies
Securities and Exchange Commission
Abstract
On March 28, 2024, the Securities and Exchange Commission ("Commission") published final rules in the Federal Register, titled "The Enhancement and Standardization of Climate-Related Disclosures for Investors" ("Final Rules" or "Rules"), in order to amend its rules under the Securities Act of 1933 ("Securities Act") and Securities Exchange Act of 1934 ("Exchange Act") to require registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rules were to become effective on May 28, 2024. This document announces that the effective date of the Final Rules is delayed pending the completion of judicial review in consolidated proceedings in the Eighth Circuit.
Full Text
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<title>Federal Register, Volume 89 Issue 72 (Friday, April 12, 2024)</title>
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[Federal Register Volume 89, Number 72 (Friday, April 12, 2024)]
[Rules and Regulations]
[Pages 25804-25805]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-07648]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR 210, 229, 230, 232, 239, and 249
[Release Nos. 33-11280; 34-99908; File No. S7-10-22]
RIN 3235-AM87
The Enhancement and Standardization of Climate-Related
Disclosures for Investors; Delay of Effective Date
AGENCY: Securities and Exchange Commission.
ACTION: Final rules; delay of effective date.
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SUMMARY: On March 28, 2024, the Securities and Exchange Commission
(``Commission'') published final rules in the Federal Register, titled
``The Enhancement and Standardization of Climate-Related Disclosures
for Investors'' (``Final Rules'' or ``Rules''), in order to amend its
rules under the Securities Act of 1933 (``Securities Act'') and
Securities Exchange Act of 1934 (``Exchange Act'') to require
registrants to provide certain climate-related information in their
registration statements and annual reports. The Final Rules were to
become effective on May 28, 2024. This document announces that the
effective date of the Final Rules is delayed pending the completion of
judicial review in consolidated proceedings in the Eighth Circuit.
DATES: As of April 12, 2024, the effective date of the Final Rules,
published at 89 FR 21668, March 28, 2024, is delayed indefinitely. The
Commission will publish a subsequent notification in the Federal
Register announcing the effective date of the Final Rules following the
completion of judicial review of the consolidated Eighth Circuit
petitions.
FOR FURTHER INFORMATION CONTACT: Elliot Staffin, Senior Special
Counsel, Office of Rulemaking, at (202) 551-3430, Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549.
SUPPLEMENTARY INFORMATION:
On March 6, 2024, the Commission adopted Final Rules that will
require registrants to provide certain climate-related information in
their registration
[[Page 25805]]
statements and annual reports.\1\ The Final Rules were subsequently
published in the Federal Register on March 28, 2024.\2\
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\1\ The Enhancement and Standardization of Climate-Related
Disclosures for Investors, Rel. No. 33-11275 (Mar. 6, 2024).
\2\ See 89 FR 21,668 (Mar. 28, 2024).
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Between March 6 and March 14, 2024, petitions seeking review of the
Final Rules were filed in multiple courts of appeals.\3\ On March 8,
2024, petitioners Liberty Energy Inc. and Nomad Proppant Services LLC
filed a motion in the Fifth Circuit seeking an administrative stay and
a stay pending judicial review of the Final Rules. On March 15, 2024,
the Fifth Circuit issued an administrative stay.
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\3\ See Nat. Res. Def. Council, Inc. v. SEC, No. 24-707 (2d Cir.
filed Mar. 12, 2024); Liberty Energy Inc. v. SEC, No. 24-60109 (5th
Cir. filed Mar. 6, 2024); Louisiana v. SEC, No. 24-60109 (5th Cir.
filed Mar. 7, 2024); Tex. All. of Energy Producers v. SEC, No. 24-
60109 (5th Cir. filed Mar. 11, 2024); Chamber of Commerce of U.S. of
Am. v. SEC, No. 24-60109 (5th Cir. filed Mar. 14, 2024); Ohio Bureau
of Workers' Comp. v. SEC, No. 24-3220 (6th Cir. filed Mar. 13,
2024); Iowa v. SEC, No. 24-1522 (8th Cir. filed Mar. 12, 2024); West
Virginia v. SEC, No. 24-10679 (11th Cir. filed Mar. 6, 2024); and
Sierra Club v. SEC, No. 24-1067 (D.C. Cir. filed Mar. 13, 2024).
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On March 19, 2024, the Commission filed a Notice of Multicircuit
Petitions for Review with the Judicial Panel on Multidistrict
Litigation pursuant to 28 U.S.C. 2112(a)(3). On March 21, 2024, the
Judicial Panel on Multidistrict Litigation issued an order
consolidating the petitions for review in the U.S. Court of Appeals for
the Eighth Circuit.\4\ On March 22, 2024, the Fifth Circuit dissolved
its administrative stay.\5\
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\4\ On March 21, 2024, an additional petition for review was
filed in the Fifth Circuit. See Nat'l Legal & Pol'y Ctr. v. SEC, No.
24-60147 (5th Cir. filed Mar. 21, 2024). That petition was
transferred to and consolidated in the Eighth Circuit on April 1,
2024. See Nat'l Legal & Pol'y Ctr. v. SEC, No. 24-1685 (8th Cir.
docketed Apr. 1, 2024).
\5\ See ECF No. 87, Liberty Energy Inc. v. SEC, No. 24-60109
(5th Cir. Mar. 22, 2024).
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On March 26, 2024, Liberty Energy Inc. and Nomad Proppant Services
LLC filed a letter in the Eighth Circuit noting the pendency of their
motion for an administrative stay and a stay pending judicial review.
Also on March 26, 2024, the Chamber of Commerce of the United States of
America, the Texas Association of Business, and the Longview Chamber of
Commerce filed a motion in the Eighth Circuit seeking a stay pending
judicial review. On March 29, 2024, recognizing the efficiencies for
the parties and the Court, the Commission filed a motion to establish a
consolidated briefing schedule encompassing all motions seeking a stay
of the Final Rules pending judicial review.\6\ On April 1, thirty-one
petitioners opposed the Commission's motion to establish a consolidated
briefing schedule and urged the Court to instead expedite briefing on
the ``already-filed and imminently forthcoming emergency stay
motions.'' \7\
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\6\ On March 28, 2024, Liberty Energy Inc. and Nomad Proppant
Services LLC also filed a complaint challenging the Final Rules in
the Northern District of Texas. See Liberty Energy Inc. v. SEC, No.
3:24-cv-00739-G (N.D. Tex. filed Mar. 28, 2024).
\7\ See ECF No. 5379427, at 3, Iowa v. SEC, No. 24-1522 (8th
Cir. filed Apr. 1, 2024).
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Pursuant to Exchange Act Section 25(c)(2) and Section 705 of the
Administrative Procedure Act, the Commission has discretion to stay its
rules pending judicial review if it finds that ``justice so requires.''
\8\ The Commission has determined to exercise its discretion to stay
the Final Rules pending the completion of judicial review of the
consolidated Eighth Circuit petitions.
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\8\ See 15 U.S.C. 78y(c)(2) (``Until the court's jurisdiction
becomes exclusive, the Commission may stay its order or rule pending
judicial review if it finds that justice so requires.''); 5 U.S.C.
705.
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In issuing a stay, the Commission is not departing from its view
that the Final Rules are consistent with applicable law and within the
Commission's long-standing authority to require the disclosure of
information important to investors in making investment and voting
decisions. Thus, the Commission will continue vigorously defending the
Final Rules' validity in court and looks forward to expeditious
resolution of the litigation. But the Commission finds that, under the
particular circumstances presented, a stay of the Final Rules meets the
statutory standard. Among other things, given the procedural
complexities accompanying the consolidation and litigation of the large
number of petitions for review of the Final Rules, a Commission stay
will facilitate the orderly judicial resolution of those challenges and
allow the court of appeals to focus on deciding the merits. Further, a
stay avoids potential regulatory uncertainty if registrants were to
become subject to the Final Rules' requirements during the pendency of
the challenges to their validity. The Commission has previously stayed
its rules pending judicial review in similar circumstances. See Rule
610T of Regulation NMS, Rel. No. 34-85447 (Mar. 28, 2019); and
Facilitating Shareholder Director Nominations, Rel. Nos. 33-9149, 34-
63031, IC-29456 (Oct. 4, 2010).
Accordingly, the Commission has ordered, pursuant to Exchange Act
Section 25(c)(2) and Administrative Procedure Act Section 705, that the
Final Rules are stayed pending the completion of judicial review of the
consolidated Eighth Circuit petitions.\9\
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\9\ In the Matter of the Enhancement and Standardization of
Climate-Related Disclosures for Investors (Order Issuing Stay),
Release No. 33-11280 (Apr. 4, 2024) (``Commission Order''). The stay
issued by the Commission Order is limited to the Final Rules that
have been challenged in the consolidated Eighth Circuit petitions.
It does not stay any other Commission rules or guidance. See, e.g.,
Commission Guidance Regarding Disclosure Related to Climate Change,
Rel. No. 33-9106 (Feb. 2, 2010), 75 FR 6290 (Feb. 8, 2010).
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By the Commission.
Dated: April 4, 2024.
Vanessa A. Countryman.
Secretary.
[FR Doc. 2024-07648 Filed 4-11-24; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on April 12, 2024.
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