The SEC in the 1970s began efforts to provide investors with material information about environmental risks facing publicly traded companies, and in 2010, it issued related guidance to clarify for such companies their climate-risk disclosure responsibilities. But notwithstanding the fundamental shift since then amongst institutional investors and asset managers toward the integration of environmental, social and governance (ESG) data into fundamental value analysis, for more than a decade the loud and repeated calls for increased ESG disclosure went largely unanswered by the SEC. This regulatory approach began to change in 2021, when Interim SEC Chair Allison Herren Lee welcomed public input on climate-change disclosures. And now under SEC Chair Gary Gensler, the SEC is seeking public comments on a bold and thoughtfully framed rule proposal for the enhancement and standardization of climate-related disclosures (Release No. 33-11042, March 21, 2022).

Our paper looks back and analyzes four particular areas in which the SEC resisted ESG disclosure reform or impeded shareholders’ access to ESG information. These areas are: (1) the SEC’s refusal to act on several rulemaking petitions submitted during the years 2009 to 2018, which called for expanded ESG disclosure; (2) the SEC’s grudging promulgation of rules concerning social disclosures as required by Congress in the Dodd-Frank Act of 2010; (3) the SEC’s 2020 revisions to SEC Rule 14a-8, which make the submission of shareholder proposals more difficult, thereby thwarting investor efforts to raise ESG concerns; and (4) an SEC commitment beginning in 2016 to move away from line-item disclosure to a more principles-based system.

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