[Compliance in Context] Yes, It’s Coming: What this Primer Will Provide

To be direct, yes, it’s coming. The SEC has proposed a rule requiring public companies to disclose their carbon emissions in a standardized way. For large companies, this means new disclosures of scope 1 and 2 emissions for periods as early as 2024 (filed in 2025), with scope 3 emissions a year later. Smaller companies will phase-in shortly after. The exact timing will be announced in the final version of the rule in the second half of 2023.

Chances are, you’re here because you have questions about your company’s readiness to comply with this rule, or want to bolster your command of the proposal. If you feel a bit unsure at this point, this is completely understandable.  

Perhaps you operate entirely within the US, and this is your first time facing mandated climate disclosures. Or maybe your company has already been making climate disclosures voluntarily, but you haven’t been subject to a prescribed structure or framework.  

In any case, a new era of defined standards and mandated compliance is bound to induce some anxiety. Particularly if it means including disclosures in your 10-K filed with the SEC.

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There is good news though, which we’ll cover in this primer:  

• First, you’re not alone.  Remember, this is a broad regulatory change impacting all public companies in the US markets. Each executive who reads this primer has similar underlying worries about comprehension and compliance.

• Second, information is the priority. The objective of the SEC’s rule is not to issue fines, bring litigation, or force companies to set and meet emissions targets. Rather, the objective of disclosure is simply to ensure that investors have the information they need to inform their investment decisions.

• Third, the proposed rule itself, while complicated, can be broken down into component parts that make it more straightforward.  It is modeled after two globally accepted frameworks.  This primer will get you fluent in the context, scope, and structure of the rule so that you can speak with authority on this topic to your internal and external stakeholders.

• And last, there are tech solutions available. You’ll leave understanding that there are automated carbon accounting solutions available today that can leverage the data and reporting infrastructure you already have in place, reducing manual processes and giving you confidence in the data you are disclosing.

So continue on! This primer is built on the expert insights of Kristina Wyatt and Emily Pierce from the Persefoni team, both of whom were intimately involved in drafting the proposed SEC Climate Disclosure Rule itself and have unique perspectives on its origin and its application to companies large and small.  With their expertise passed to you, you’ll be well-equipped to lead your organization confidently toward disclosure readiness.

Kristina Wyatt

Deputy General Counsel & Chief Sustainability Officer

Kristina is Deputy General Counsel and Chief Sustainability Officer at Persefoni. She joins Persefoni from the U.S. Securities & Exchange Commission, where she served as Senior Counsel for Climate & ESG to the Director of the Division of Corporation Finance. Prior to joining the SEC, Kristina served as Senior Counsel and Director of Sustainability at the global law firm Latham & Watkins. She holds an MBA in Sustainability from Yale University, a JD from the University of Colorado, and a BA from Duke University.

Emily Pierce

Assoc. General Counsel & Chief Global Policy Officer

Emily is Associate General Counsel & Chief Global Policy Officer. She joined Persefoni from the U.S. SEC, where she served as Assistant Director in the Office of International Affairs. In this capacity, she worked with regulators around the world and advised the Commission on a variety of cross-border regulatory policy issues, particularly on climate and sustainability disclosure. Prior to that, Pierce was in private practice at the law firm Debevoise & Plimpton LLP. She earned her J.D. from Yale Law School and received her undergraduate degree from the School of Public and International Affairs at Princeton University.