The SEC is Getting Hot and Bothered over Climate Change

Publicly-traded companies should evaluate whether global warming (or, if you prefer, climate change) is reasonably likely to have a material impact on the company's future financial performance. If the company concludes that there is a material impact, it must disclose that conclusion to the US Securities Exchange Commission (SEC) in various periodic reports.

As the Intergovernmental Panel on Climate Change (IPCC) stated in its 2007 report, evidence of climate change "is unequivocal, as it is now evident from observations of increases in global average air and ocean temperatures, widespread melting of snow and ice, and rising global average sea level" (see IPCC Report, Summary for Policymakers, in Climate Change 2007: The Physical Science Basis at 5).  Thus, the only question is whether the potential consequences of these physical effects of global warming on the company - such as damage to company property, interruption of revenue streams that such property generate, increased costs to comply with regulations attempting to minimize global warming, and potential liability in lawsuits seeking damages from parties perceived as causing global warming - are "reasonably likely" to have a "material" impact on a company's financial performance.

How to interpret and apply these two expansive and as-yet poorly defined terms in the context of climate change, given the unknown time horizons during which the financial impacts may arise, is the $64 or $640 million question publicly traded companies must now answer.  [summary]

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Published in Metropolitan Corporate Counsel (January 2008)

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