Paul S. Atkins 

Chair, U.S. Securities and Exchange Commission 

100 F Street, NE  

Washington, DC 20549  

 

RE: File Number S7-2026-19; Comments on RIN 3235-AN76: Rescission of Climate-Related Disclosure Rules 

 

Dear Mr. Atkins, et al.: 

Green America appreciates the opportunity to submit comments regarding the SEC proposal to rescind amendments that require registrants to provide certain climate-related information in their registration statements and annual reports.  

Founded in 1982, Green America is the nation’s leading green economy organization. Our mission is to harness economic power — the strength of consumers, investors, businesses, and the marketplace — to create a socially just and environmentally sustainable society. Not only does Green America have our own endowment that invests millions in the marketplace; we also provide resources and information for our members and supporters to make their own investment decisions.  

Green America urges the SEC not to rescind the climate-related disclosure rule for several reasons: 

• The rule is the product of work over many years 

• The rule is extremely popular with investors and voters 

• The rationale for rescinding the rule misinterprets both history and law 

Let’s take these points one at a time. 

 

1. Rescinding the climate disclosure rule would undo many years of work 

Adopted in March 2024 after a two-year delay, the “Enhancement and Standardization of Climate-Related Disclosures for Investors” rule required publicly traded companies to disclose:  

• Material climate-related risks.  

• What they were doing to mitigate or adapt to these risks.  

• How their board of directors was managing these risks.  

• Any climate-related targets or goals material to their business.  

The final rule was much weaker than the draft originally proposed in 2022:  

• It dropped any reporting of Scope 3 emissions (emissions from supply chain or customer use), which make up the bulk of many companies’ emissions.  

• It required reporting Scope 1 (direct emissions) and Scope 2 (emissions from energy purchasing) disclosures only if the company deemed these emissions to be material.  

• It required reporting only by large companies, and only of physical risks – the cost of extreme weather events—not the risks related to a potential transition to a low-carbon economy.  

Nevertheless, the climate disclosure rule was historic. Had it gone into effect, investors for the first time would have reliable and comparable information about how companies are handling climate-related financial risks and opportunities.  

No sooner was the weakened climate risk disclosure rule out of the gate than it faced a flurry of legal challenges from a coalition of Republican states, several business and industry groups including the US Chamber of Commerce, and energy companies. 

In April 2024, after all challenges to the rule were consolidated in the Eighth Circuit Court, the SEC voluntarily stayed implementation until legal cases could be sorted out. The agency said it still held that the rule was consistent with the law and within its legal authority, and that it would continue to defend the rule in court. 

When the current administration took over at the SEC, it initiated a series of events that led to where we are today:  

• In February 2025, the SEC asked the Eighth Circuit Court to pause scheduled legal arguments.  

• In March 2025, the SEC voted to end its legal defense of the climate-disclosure rule.  

• In July 2025, the SEC said it would not review or reconsider the rule while litigation continued.  

Now the SEC is moving to repeal the climate-risk disclosure rule entirely. 

 

2. Investors have long sought consistent and comparable climate risk disclosure 

In abandoning the climate-risk disclosure rule, the SEC is responding not to what voters and investors want, but to what donors and powerful corporate interests want.  

Climate disclosure is widely popular among investors and voters alike.  

When the climate-risk disclosure rule was first proposed in 2022, over 15,000 people signed a Green America petition supporting the rule and asking the SEC to make it even stronger. 

A 2024 poll by Morning Consult found 63% of all voters, including half of Republicans, supported the climate risk disclosure rule because it would hold companies accountable for their environmental impacts and provide greater transparency for investment decisions.  

Another poll by Data for Progress found 66% of all voters, including 55% of Republicans, supported requiring some businesses to include information about potential climate-related risks in their financial reporting statements.  

An even larger share of investors supports the climate-risk disclosure rule. Investors have been seeking corporate disclosure of material climate risks since 2003. Investors petitioned the SEC to issue such rules several times, culminating in the first proposed rule in 2022.  

A Ceres analysis of hundreds of institutional investor comments on the rule found almost universal support:  

• 97% supported requiring climate disclosures in corporate annual reports to the SEC.  

• 100% supported aligning required disclosures with the recommendations of the global Task Force on Climate-related Financial Disclosures (TCFD).  

• 99% supported disclosure of Scope 1 and Scope 2 emissions.  

• 97% supported requiring disclosure of Scope 3 emissions, emissions from the supply chain or customer use, if material or if there is a target.  

• 98% supported requiring government disclosures related to board and management oversight. 

 

3. The rationale for rescinding the rule misinterprets both history and law 

In its proposal to rescind the climate-risk disclosure rule, the SEC claims that the rule:  

• Was a “dramatic overreach” of its statutory authority.  

• Is inconsistent with a materiality-based approach to disclosure.  

• Strays beyond the policy concerns of federal securities law.  

• Imposes costs not justified by benefits.  

• Does not facilitate capital formation.  

Yet history, the law, and common sense belie these claims. Corporate financial disclosures are essential to the SEC’s mission to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. The SEC was established to restore investor confidence and regulate the stock market after the 1929 crash triggered the Great Depression — and disclosures are how they do that. 

The 1934 law establishing the SEC used the concept of “materiality” to determine what facts must be included in company disclosures. The definition was loose, citing “matters as to which an average prudent investor ought reasonably to be informed before purchasing the security registered.” 

The1976 Supreme Court case TSC Industries v. Northway defined a fact as material if “there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote,” or “a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”  

Key to this definition is not what the corporation thinks is material. It's what investors think is material — and clearly investors think climate-related financial risk is material.  

The climate-risk disclosure rule asks corporations to report on two types of risk:  

• Physical risks, related to the physical impacts of climate change and extreme weather  

• Transition risks, related to a potential transition to a low-carbon economy.  

Common sense understands that both types of risk are material factors that could determine whether or not an investor decides to buy or sell a company’s stock.  

• Physical risk includes fires and hailstorms that insurance companies are asked to pay for; supply chain disruptions that trigger inflation; or droughts and floods that make it harder to grow food.  

• Transition risks show which companies are moving forward with climate adaptation and mitigation — and which may be saddled with billions of dollars in stranded fossil-fuel assets as the world moves to a clean energy economy.  

Further, the SEC’s current claims against climate disclosure could apply to other types of disclosure as well, incapacitating the agency's ability to require any corporate disclosures and undermining its key mission. Congress granted the SEC the authority to require corporate disclosure to inform investors about financial risk. This proposal threatens the entire disclosure program the SEC has successfully overseen for decades. 

For all of these reasons, we urge the SEC not to rescind the climate risk disclosure rule. Instead, the SEC should return to the stance of not applying or enforcing the rule until the legal cases around it are sorted out.