Key points

• Climate disclosure for US public companies now rests on the SEC's materiality-based rules and 2010 guidance, state laws such as California's, and foreign regimes that reach US groups with operations abroad.
• The SEC's 2024 climate disclosure rules were stayed and the Commission has withdrawn its defense of them, so they are not operating.
• California's climate disclosure statutes cover large companies doing business in the state and are subject to implementation work and litigation, so timelines should be checked against current guidance.
• The EU's reporting regime has been narrowed and simplified, but groups with significant EU activity may still be in scope.
• Whichever regime applies, accuracy and controls matter most: climate statements are subject to antifraud rules and greenwashing claims.

Introduction

Few areas of disclosure have changed as often over the past three years as climate reporting. Companies that prepared for the SEC's 2024 rules have had to adjust as the federal rules were challenged, while state and foreign rules have moved on separate timetables. The result is not an absence of obligations but a patchwork. This note sets out where things stand at the date of publication, with the caveat that several regimes are changing and should be confirmed before anyone relies on them.

The SEC position

In March 2024 the SEC adopted rules requiring registrants to disclose climate-related risks, certain greenhouse gas emissions and related financial statement effects. States, companies and environmental groups challenged them, and the SEC stayed them pending review. In 2025 the Commission voted to end its defense, and companies should not assume the rules will take effect in their adopted form.

That does not mean the SEC's expectations have gone. Registrants must disclose material information in risk factors, the description of business, management's discussion and analysis and legal proceedings, and the 2010 interpretive guidance on climate-related disclosure remains in place. The SEC has brought actions over misleading sustainability statements, and private plaintiffs have brought claims of their own. Statements in sustainability reports and on websites are not exempt from the antifraud provisions merely because they sit outside the annual report.

California

California has enacted two laws. One requires large companies doing business in the state to report greenhouse gas emissions, starting with direct and energy-related indirect emissions and later extending to value-chain emissions, with assurance requirements that phase in. The other requires covered companies to publish reports on climate-related financial risk. Both rely on regulations from the California Air Resources Board, and both have faced legal challenges, including on First Amendment grounds. Details and dates have shifted, so companies with substantial California revenue should check the regulator's most recent guidance rather than earlier timetables.

Europe and international standards

The EU's Corporate Sustainability Reporting Directive was meant to apply to thousands of companies, including non-EU groups with significant EU turnover. In 2025 the European institutions began a simplification program, often called the Omnibus, that postponed some reporting dates and proposed to narrow scope substantially and to simplify the European Sustainability Reporting Standards. Groups with large EU subsidiaries or sales should confirm whether they remain in scope under the revised thresholds.

The standards issued by the International Sustainability Standards Board, IFRS S1 and S2, have been adopted or used as a basis for national requirements in a number of jurisdictions where US groups operate. US companies may therefore need ISSB-based reporting at subsidiary level even though the parent is not required to produce it.

What companies are doing

Many companies are building a single data and controls foundation that can feed several regimes, rather than separate processes for each. Common steps include these.

• Mapping which entities and revenue fall under each regime, and refreshing the map when thresholds or dates change.
• Running climate disclosure with the same governance as financial reporting, including management certifications and disclosure committee review.
• Calculating emissions using a recognized methodology such as the Greenhouse Gas Protocol and documenting choices on boundaries and estimates.
• Reviewing public statements, including targets, net-zero commitments and marketing claims, against what the company can prove.
• Deciding on the level of third-party assurance, if any, and engaging providers early.

Litigation and enforcement risk

Climate statements attract risk from several directions. Securities plaintiffs may allege that targets or progress claims were misleading. Consumer protection regulators in the United States and Europe have focused on environmental marketing claims. Some companies also face challenge from the other side, with state officials criticizing the use of climate commitments in investment or lending decisions. A consistent record of the basis for each public claim is the best protection, and where a target is aspirational it should be described that way.

Outlook

We expect the federal position to remain unsettled while state and foreign regimes keep moving, and we recommend treating climate disclosure as an enterprise process rather than a response to any single rule. Rafael Monteverde, Isabelle Duchamp-Moore and the capital markets and energy and infrastructure teams at Corvane Ryle advise issuers, underwriters and investors on climate and sustainability disclosure.