The SEC has framed the future of US climate disclosure as a stark choice to either keep the 2024 climate disclosure rules or repeal them entirely.

In a response submitted on 31 July, Minerva Analytics argues that this is the wrong choice. We urge the Commission to abandon plans for wholesale rescission and instead reopen the rules for targeted amendment.

The bottom line is investors still need climate-related information when that information is financially material.

"Investors will not benefit from a complete absence of disclosure," said Clara Mecacci, Sustainability Team Lead at Minerva Analytics. "The materiality-based framework Minerva proposes can preserve decision-useful information while addressing legitimate concerns about proportionality, implementation and regulatory authority."

The real argument is about materiality

Much of the debate surrounding SEC climate disclosure has become entangled with broader political disputes about climate policy. Minerva's response attempts to pull the discussion back to a narrower question: what information would a reasonable investor consider important?

It is important to remember that disclosure rules are not the same thing as climate policy.

"Most of the Final Rules regulate disclosure rather than conduct," Minerva's consultation response read. "They do not require a registrant to adopt a transition plan, set an emissions target, reduce emissions, use scenario analysis or impose a particular governance structure."

For Minerva, that distinction matters. The issue is not whether companies should be forced to change their behaviour. The issue is whether investors should receive information about risks, emissions, governance arrangements or financial effects when those issues are material to the business.

The wholesale rescission of climate disclosure requirements would effectively prejudge a question that should be assessed company by company.

"By removing every climate-related line item, the proposal would substitute a market-wide regulatory predetermination that climate-related information is presumptively immaterial for the assessment that the governing standard assigns to each registrant's own facts and circumstances," Minerva's response warned.

The market has already moved

The SEC's own analysis has found that climate-related references appeared in 81% of filings by large accelerated filers in 2025. Across all 10-K and 20-F filings, the figure was 48%.

Minerva's own research suggests reporting practices among larger issuers are already more advanced than many critics assume.

Reviewing 430 US-listed companies in its stewardship coverage universe, Minerva found that 83% identified climate change as a principal or material business risk, 72% referenced TCFD or IFRS S2, and 70% disclosed Scope 1, Scope 2 and Scope 3 emissions across multiple years.

The significance of those figures is not that every registrant is prepared for mandatory disclosure. Rather, they suggest that many large issuers have already built reporting systems, governance processes and data collection capabilities.

For such companies, federal disclosure requirements may formalise and standardise existing practices rather than create entirely new burdens.

Investors will still want the information

The SEC's proposal assumes that rescinding the rules would reduce reporting costs. Minerva argues that it may simply shift those costs elsewhere.

If climate information disappears from issuer filings, investors will continue looking for it through direct engagement, commercial datasets and third-party estimates. That could increase search costs while expanding the influence of data providers and modelling firms.

Companies frequently object to estimated data and external ratings that they regard as inaccurate. Yet removing a structured disclosure framework may make those estimates more commonly relied upon by investors and increase potential risks of error, reputational damage and controversy for issuers.

"Rescission would not relieve issuers of intermediary scrutiny; it would enlarge the role of estimation and make errors harder to displace," Minerva's response stated.

That argument is reinforced by Minerva's own client evidence. In its 2026 survey, climate change ranked among the top three environmental priorities for 75% of respondents, rising to 88% among asset owners. Further, 92% of active client voting-policy templates contained at least one climate-related guideline relevant to management resolutions.

Not repeal. Revision.

The practical recommendations are deliberately narrow.

Minerva proposes retaining disclosure of material climate-related risks, governance arrangements linked to material risks, material Scope 1 and Scope 2 emissions for larger filers, and disclosure of realised financial effects. At the same time, it supports amendments to provisions it considers overly prescriptive, burdensome or insufficiently tied to materiality.

Our ultimate concern as a stewardship partner to investors, is that they continue to receive decision-useful information when climate risks affect business value.