Petition put to SEC for framework on ESG disclosure rulemaking

Rulemaking on environmental, social, and governance (ESG) disclosure demanded by SEC stakeholders.

Mark Van Scyoc

Academics, institutional investors and government officials have joined forces to issue a petition to the US Securities & Exchange Commission (SEC) for rulemaking on environmental, social, and governance (ESG) disclosure.

Petition demands

The rulemaking petition calls for the Commission to initiate notice and comment rulemaking to develop a comprehensive framework requiring issuers to disclose identified environmental, social, and governance (ESG) aspects of each public-reporting company’s operations. It lays out the statutory authority for the SEC to require ESG disclosure, and discusses the clear materiality of ESG issues. The petition highlights large asset managers’ existing calls for standardized ESG disclosure, and discusses the importance of such standardized ESG disclosure for companies and the competitive position of the US capital markets. Finally, it points to the existing rulemaking petitions, investor proposals, and stakeholder engagements on human capital management, climate, tax, human rights, gender pay ratios, and political spending, and highlights how these efforts suggest, in aggregate, that it is time for the SEC to bring coherence to this area.


The petition is authored by Osler chair in business law Cynthia A Williams, Osgoode Hall Law School, and Saul A Fox distinguished professor of business law Jill E Fisch, University of Pennsylvania Law School. The petition is signed by investors and associated organizations representing more than $5 trillion in assets under management including the California Public Employees' Retirement System (CalPERS), New York state comptroller Thomas P DiNapoli, Illinois State, Treasurer Michael W Frerichs, Connecticut state treasurer Denise L Nappier, Oregon State, and, treasurer Tobias Read, and the UN principles for responsible investment.

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