SEC comment period extended … Comment!
Kristina Wyatt's Full Disclosure Newsletter -- Exploring the trends and regulations helping us in the fight against climate change - one disclosure at a time
Published May 10, 2022
“One of the keys to the survival of free institutions is the relationship between private and public life, the way citizens do, or do not, participate in the public sphere.” —Robert N. Bellah
SEC extends the comment period for proposed climate rule by 30 days
Yesterday, the SEC extended the comment period on the Proposed Rule on Climate-Related Disclosure by 30 days, to June 17. This extension is not terribly surprising based on the comments that have been submitted. Many of these have requested extensions due to the length and complexity of the proposal.
The rules ultimately adopted will be all the stronger from the feedback submitted. Indeed, the input from different constituents, reflecting varied perspectives, is critical to the SEC’s process. SEC Chair Gary Gensler emphasized this point in the announcement of the extension, noting the Commission “benefits greatly from hearing from the public on proposed regulatory changes. Commenters with diverse views have noted that they would benefit from additional time to review these three proposals, and I'm pleased that the public will have additional time to provide thoughtful feedback."
Commenting on the SEC Proposal
The SEC’s climate disclosure proposal is big. It is big in size, scope, and significance. The public’s comments are a critical piece of the rulemaking process, and the Commission carefully considers the comments received as it crafts the final rules. So, how do you engage in the comment process?
Submitting Public Comment - the Mechanics. The SEC has provided helpful guidance that explains the mechanics of submitting comments. Commenters may submit comments online through a link on the SEC’s Proposed Rules page (via the link “Submit comments on S7-10-22”). Alternatively, comments can be emailed to firstname.lastname@example.org, or submitted by mail to the SEC’s headquarters. With yesterday’s announcement, the comment period now will run until June 17.
Where to Find Comments That Have Been Submitted. The SEC posts the comments received on its website via a link on the Proposed Rules page.
How to Engage in the Comment Process - Some Suggestions:
Tell the SEC what it got right as well as what it got wrong.
Don’t try to respond to every question. Perhaps this is obvious for a release that asks over 700 questions. Focus on the issues that are of particular importance to you or your organization and where your experience can be of greatest value to the Commission in its rulemaking process.
Directly answer specific questions that the SEC asks.
To make it easier on the staff, and to ensure your voice is heard in the appropriate context, clearly identify the questions to which you are responding.
Provide data to support your comments. The Commission wants to benefit from your experience and providing data adds weight to your comments and authority to your voice.
Don’t ignore the economic analysis. A critical component of the SEC’s rulemaking process is the economic analysis included in the proposing and adopting releases. The Commission’s Office of General Counsel provided guidance to the rule writing staff
in 2012 on the conduct of economic analysis in SEC rulemakings. This guidance focused on the importance of (1) explaining how the proposed rule will meet an identified need; (2) setting an appropriate economic baseline against which to measure the proposed rule’s likely economic impact; (3) evaluating reasonable alternatives to the proposed rule; and (4) assessing the potential economic impact of the proposal and reasonable alternatives using the best available evidence of the likely quantitative and qualitative costs and benefits of each. Provide support to help the Commission and its staff in conducting this economic analysis.
Connect your comments, where possible, to the SEC’s three-part mission: (1) the protection of investors; (2) maintenance of fair, orderly, and efficient markets; and (3) the facilitation of capital formation.
Do engage! Write. Share your thoughts. It is important that the Commission hear your voice.
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