Adopting the SEC’s Proposed Climate-Related Disclosure Rules Would Be Unwise

This is the second comment I filed with the Securities and Exchange Commission on its proposal to require climate-change disclosures (Proposal). My first comment, filed on April 12, 2022, explains that the SEC lacks statutory authority to adopt the rules in the Proposal.The second comment gives several reasons why adopting the Proposal would not be in the best interests of the United States. Issuing final rules from the Proposal would determine significant national environmental policies without direction from Congress and therefore would create a high risk of proving to be a futile gesture because of the likelihood that a court will overturn final rules. It would damage the role of the SEC as a securities regulator. It would interfere with domestic and international energy policy. It would impose massive new costs on business without gaining offsetting benefits. It would impose detailed prescriptions for running a company and execute a further invasion into state corporate law and the business judgment of corporate managers. It would rest on a disclosure process that is not workable, and it would foment meritless private securities litigation