[Federal Register Volume 89, Number 72 (Friday, April 12, 2024)]
[Rules and Regulations]
[Pages 25804-25805]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-07648]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR 210, 229, 230, 232, 239, and 249

[Release Nos. 33-11280; 34-99908; File No. S7-10-22]
RIN 3235-AM87


The Enhancement and Standardization of Climate-Related 
Disclosures for Investors; Delay of Effective Date

AGENCY: Securities and Exchange Commission.

ACTION: Final rules; delay of effective date.

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SUMMARY: On March 28, 2024, the Securities and Exchange Commission 
(``Commission'') published final rules in the Federal Register, titled 
``The Enhancement and Standardization of Climate-Related Disclosures 
for Investors'' (``Final Rules'' or ``Rules''), in order to amend its 
rules under the Securities Act of 1933 (``Securities Act'') and 
Securities Exchange Act of 1934 (``Exchange Act'') to require 
registrants to provide certain climate-related information in their 
registration statements and annual reports. The Final Rules were to 
become effective on May 28, 2024. This document announces that the 
effective date of the Final Rules is delayed pending the completion of 
judicial review in consolidated proceedings in the Eighth Circuit.

DATES: As of April 12, 2024, the effective date of the Final Rules, 
published at 89 FR 21668, March 28, 2024, is delayed indefinitely. The 
Commission will publish a subsequent notification in the Federal 
Register announcing the effective date of the Final Rules following the 
completion of judicial review of the consolidated Eighth Circuit 
petitions.

FOR FURTHER INFORMATION CONTACT: Elliot Staffin, Senior Special 
Counsel, Office of Rulemaking, at (202) 551-3430, Securities and 
Exchange Commission, 100 F Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: 
    On March 6, 2024, the Commission adopted Final Rules that will 
require registrants to provide certain climate-related information in 
their registration

[[Page 25805]]

statements and annual reports.\1\ The Final Rules were subsequently 
published in the Federal Register on March 28, 2024.\2\
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    \1\ The Enhancement and Standardization of Climate-Related 
Disclosures for Investors, Rel. No. 33-11275 (Mar. 6, 2024).
    \2\ See 89 FR 21,668 (Mar. 28, 2024).
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    Between March 6 and March 14, 2024, petitions seeking review of the 
Final Rules were filed in multiple courts of appeals.\3\ On March 8, 
2024, petitioners Liberty Energy Inc. and Nomad Proppant Services LLC 
filed a motion in the Fifth Circuit seeking an administrative stay and 
a stay pending judicial review of the Final Rules. On March 15, 2024, 
the Fifth Circuit issued an administrative stay.
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    \3\ See Nat. Res. Def. Council, Inc. v. SEC, No. 24-707 (2d Cir. 
filed Mar. 12, 2024); Liberty Energy Inc. v. SEC, No. 24-60109 (5th 
Cir. filed Mar. 6, 2024); Louisiana v. SEC, No. 24-60109 (5th Cir. 
filed Mar. 7, 2024); Tex. All. of Energy Producers v. SEC, No. 24-
60109 (5th Cir. filed Mar. 11, 2024); Chamber of Commerce of U.S. of 
Am. v. SEC, No. 24-60109 (5th Cir. filed Mar. 14, 2024); Ohio Bureau 
of Workers' Comp. v. SEC, No. 24-3220 (6th Cir. filed Mar. 13, 
2024); Iowa v. SEC, No. 24-1522 (8th Cir. filed Mar. 12, 2024); West 
Virginia v. SEC, No. 24-10679 (11th Cir. filed Mar. 6, 2024); and 
Sierra Club v. SEC, No. 24-1067 (D.C. Cir. filed Mar. 13, 2024).
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    On March 19, 2024, the Commission filed a Notice of Multicircuit 
Petitions for Review with the Judicial Panel on Multidistrict 
Litigation pursuant to 28 U.S.C. 2112(a)(3). On March 21, 2024, the 
Judicial Panel on Multidistrict Litigation issued an order 
consolidating the petitions for review in the U.S. Court of Appeals for 
the Eighth Circuit.\4\ On March 22, 2024, the Fifth Circuit dissolved 
its administrative stay.\5\
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    \4\ On March 21, 2024, an additional petition for review was 
filed in the Fifth Circuit. See Nat'l Legal & Pol'y Ctr. v. SEC, No. 
24-60147 (5th Cir. filed Mar. 21, 2024). That petition was 
transferred to and consolidated in the Eighth Circuit on April 1, 
2024. See Nat'l Legal & Pol'y Ctr. v. SEC, No. 24-1685 (8th Cir. 
docketed Apr. 1, 2024).
    \5\ See ECF No. 87, Liberty Energy Inc. v. SEC, No. 24-60109 
(5th Cir. Mar. 22, 2024).
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    On March 26, 2024, Liberty Energy Inc. and Nomad Proppant Services 
LLC filed a letter in the Eighth Circuit noting the pendency of their 
motion for an administrative stay and a stay pending judicial review. 
Also on March 26, 2024, the Chamber of Commerce of the United States of 
America, the Texas Association of Business, and the Longview Chamber of 
Commerce filed a motion in the Eighth Circuit seeking a stay pending 
judicial review. On March 29, 2024, recognizing the efficiencies for 
the parties and the Court, the Commission filed a motion to establish a 
consolidated briefing schedule encompassing all motions seeking a stay 
of the Final Rules pending judicial review.\6\ On April 1, thirty-one 
petitioners opposed the Commission's motion to establish a consolidated 
briefing schedule and urged the Court to instead expedite briefing on 
the ``already-filed and imminently forthcoming emergency stay 
motions.'' \7\
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    \6\ On March 28, 2024, Liberty Energy Inc. and Nomad Proppant 
Services LLC also filed a complaint challenging the Final Rules in 
the Northern District of Texas. See Liberty Energy Inc. v. SEC, No. 
3:24-cv-00739-G (N.D. Tex. filed Mar. 28, 2024).
    \7\ See ECF No. 5379427, at 3, Iowa v. SEC, No. 24-1522 (8th 
Cir. filed Apr. 1, 2024).
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    Pursuant to Exchange Act Section 25(c)(2) and Section 705 of the 
Administrative Procedure Act, the Commission has discretion to stay its 
rules pending judicial review if it finds that ``justice so requires.'' 
\8\ The Commission has determined to exercise its discretion to stay 
the Final Rules pending the completion of judicial review of the 
consolidated Eighth Circuit petitions.
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    \8\ See 15 U.S.C. 78y(c)(2) (``Until the court's jurisdiction 
becomes exclusive, the Commission may stay its order or rule pending 
judicial review if it finds that justice so requires.''); 5 U.S.C. 
705.
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    In issuing a stay, the Commission is not departing from its view 
that the Final Rules are consistent with applicable law and within the 
Commission's long-standing authority to require the disclosure of 
information important to investors in making investment and voting 
decisions. Thus, the Commission will continue vigorously defending the 
Final Rules' validity in court and looks forward to expeditious 
resolution of the litigation. But the Commission finds that, under the 
particular circumstances presented, a stay of the Final Rules meets the 
statutory standard. Among other things, given the procedural 
complexities accompanying the consolidation and litigation of the large 
number of petitions for review of the Final Rules, a Commission stay 
will facilitate the orderly judicial resolution of those challenges and 
allow the court of appeals to focus on deciding the merits. Further, a 
stay avoids potential regulatory uncertainty if registrants were to 
become subject to the Final Rules' requirements during the pendency of 
the challenges to their validity. The Commission has previously stayed 
its rules pending judicial review in similar circumstances. See Rule 
610T of Regulation NMS, Rel. No. 34-85447 (Mar. 28, 2019); and 
Facilitating Shareholder Director Nominations, Rel. Nos. 33-9149, 34-
63031, IC-29456 (Oct. 4, 2010).
    Accordingly, the Commission has ordered, pursuant to Exchange Act 
Section 25(c)(2) and Administrative Procedure Act Section 705, that the 
Final Rules are stayed pending the completion of judicial review of the 
consolidated Eighth Circuit petitions.\9\
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    \9\ In the Matter of the Enhancement and Standardization of 
Climate-Related Disclosures for Investors (Order Issuing Stay), 
Release No. 33-11280 (Apr. 4, 2024) (``Commission Order''). The stay 
issued by the Commission Order is limited to the Final Rules that 
have been challenged in the consolidated Eighth Circuit petitions. 
It does not stay any other Commission rules or guidance. See, e.g., 
Commission Guidance Regarding Disclosure Related to Climate Change, 
Rel. No. 33-9106 (Feb. 2, 2010), 75 FR 6290 (Feb. 8, 2010).

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    By the Commission.

    Dated: April 4, 2024.
Vanessa A. Countryman.
Secretary.
[FR Doc. 2024-07648 Filed 4-11-24; 8:45 am]
BILLING CODE 8011-01-P