In March 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require U.S. public companies to disclose climate-related information in annual reports and registration statements. If the proposed rules become effective, the impact on public-company reporting would be profound: Standing business and financial disclosures, developed pursuant to SEC rules and market practice guided by a standard of materiality, would be supplemented with an almost stand-alone new set of complex and extensive climate-related disclosures, much of which would be required without regard to management’s judgment as to whether such disclosures are material or useful to investors.

This article discusses the SEC’s proposal and, in particular, some implications for real estate investment trusts (REITs).

Background and potential liability

The proposed rules are designed to ensure investors receive more consistent, comparable and reliable â