As You Sow Condemns SEC’s Proposal to Rescind Climate Disclosure Rule, Warns Legal Rationale Threatens All Investor Protections
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Ryon Harms, [email protected], (310) 730-9407
EL CERRITO, CALIFORNIA – May 29, 2026 – As You Sow, the nation’s leading shareholder representative, today condemned the SEC’s formal proposal to rescind the previously approved climate-related disclosure rule, calling it the most damaging action in a systematic campaign to strip investors of the material information they need to evaluate risk.
“The climate disclosure rule is the single most important advance in corporate transparency in a generation,” said Danielle Fugere, President and Chief Counsel of As You Sow. “Climate risk is not theoretical. It is hitting company balance sheets right now through catastrophic losses, supply chain disruptions, failing crops, and skyrocketing insurance premiums that are also destabilizing entire markets. Rescinding this rule doesn’t make climate risk disappear. It makes it invisible to investors at precisely the moment they need the information most.”
Prior to the rule being approved, thousands of commenters weighed in with $4.7 trillion in assets supporting the materiality of this information to their capital allocation decisions.
The SEC’s rescission proposal does not merely eliminate climate disclosure requirements; it appears to rest on a substantially narrower interpretation of the SEC's disclosure authority than prior Commissions have adopted. It questions the Commission's authority to mandate disclosures outside traditional disclosure categories; significantly narrows the concept of materiality; and discounts investors need for comparability of reporting across companies. This reasoning could have implications extending well beyond climate disclosure and constrain future Commission efforts to require standardized disclosures addressing emerging risks.
“This is not just about climate, the SEC is dismantling the legal framework designed to protect investors,” said Andrew Behar, CEO of As You Sow. “If this reasoning stands, the Commission could halt or prevent adoption of corporate disclosures on AI risk, cybersecurity threats, or any other issue that investors face today but Congress could not have foreseen ninety years ago.”
The rescission is the latest in a series of actions by this SEC that have systematically limited the tools investors rely on to evaluate risk and hold companies accountable.
In November 2025, the SEC announced it would no longer substantively review corporate no-action requests under Rule 14a-8, abandoning its decades-long role as a neutral arbiter in the shareholder proposal process. Companies were left to make unilateral exclusion decisions, forcing shareholders into costly federal litigation simply to get their proposals on a ballot. As You Sow filed a federal lawsuit against Chubb as a direct result of this abdication and joined ICCR in suing the SEC for making changes to Rule 14a-8 in violation of the APA.
In January 2026, the SEC reversed decades of precedent by barring most shareholders from filing exempt solicitations on EDGAR, the SEC’s public filing system. These filings had been the primary tool shareholders used to share material information about their proposals with other investors before a vote. In response, As You Sow helped launch Proxy Open Exchange at proxyopenexchange.org, an open-access platform that enables all shareholders to publish the proxy memos the SEC no longer allows on EDGAR.
Also in January 2026, SEC Chairman Paul Atkins signaled his intention to weaken Regulation S-K, the foundational disclosure framework governing risk factors, executive compensation, legal proceedings, and governance structures. As You Sow submitted a formal comment letter defending the framework and warning that reducing these requirements would impair ability for investors to evaluate risk, hold companies accountable, and make informed capital allocation decisions.
“Every one of these actions points in the same direction: making public companies as opaque as private ones,” said Behar. “A free market requires the free flow of information which allows investors to make educated decisions. This latest proposal is one more significant step toward dismantling the transparency infrastructure that makes U.S. capital markets the most trusted in the world.”
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As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. As You Sow addresses a range of issues that affect shareholder value including climate change, ocean plastics, toxins in the food system, biodiversity, racial justice, and workplace diversity. See As You Sow’s shareholder resolution tracker.