Sticking to the Schedule: What the SEC’s Proposed Rescission of its Climate-Related Disclosure Rules Signals for Future Disclosure Rulemaking Beyond Climate
On May 29, 2026, the U.S. Securities and Exchange Commission (the SEC, or the Commission) voted to propose the rescission of its March 2024 climate-related disclosure rules in their entirety. The Commission’s decision to walk back the rules – which had been stayed by a federal court since April 2024 and never took effect – was not unexpected. The Commission abandoned its defense of the rules in March 2025, and the Eighth Circuit subsequently held the challenges in abeyance pending the Commission’s consideration of whether to modify or rescind the rules.
What is potentially significant, however, is how the Commission justified proposing to rescind the rules – and what that justification could mean for the future of SEC disclosure rulemaking well beyond climate. In short, the arguments the Commission outlined in the May 29 release (the Rescission Proposing Release) set out a roadmap for future plaintiffs to challenge not only other so-called “ESG” disclosures required by the SEC, but potentially a swath of other disclosure rules as well, many of which have been in place for an extended period of time. This roadmap for plaintiffs, in turn, could complicate efforts by future Commissions to issue new disclosure rules, whether on “ESG” matters or otherwise. The legal theories outlined in the Rescission Proposing Release seem designed to cabin the agency’s future rulemakings, perhaps dramatically.
The Rescission Rationale: Two Independent Grounds
The Rescission Proposing Release advances two separate bases for rescission. First, the Commission concludes that the climate-related disclosure rules exceeded its statutory authority, i.e., that the Commission lacked the legal power under the Securities Act of 1933 (the Securities Act) or the Securities Exchange Act of 1934 (the Exchange Act) to adopt them in the first place. Second, the Commission offers several “policy”-based reasons for rescission, including that the rules were unnecessary and inconsistent with a materiality-based approach to disclosure, imposed costs not justified by their informational benefits, and were at odds with the Commission’s objectives of facilitating capital formation and promoting public company status.
The “policy” arguments cover territory that will seem familiar to SEC watchers: They track the last two decades of litigation challenges to SEC rules and also align with the Commission’s current rulemaking and policy agenda, which includes scaling back disclosure requirements for public companies (which we have previously blogged about, including proposals on Registered Offering Reform, Filer Status, and semi-annual reporting, and with more rules, such as cutting Regulation S-K requirements, expected). By contrast, the statutory authority analysis represents a more notable development because of its broader and more longstanding potential implications.
Statutory Authority: Sticking to the “Schedule”
The Commission’s statutory authority analysis centers on a reading of Section 7(a)(1) of the Securities Act that gives significant structural weight to Schedule A – the 32 enumerated disclosure items that Congress specified when it created the registration statement requirement for public offerings in 1933 (see Annex A to this blog).
The Commission’s argument proceeds in several steps:
- Schedule A represents the baseline: Section 7(a)(1) provides that a registration statement “shall contain” the information specified in Schedule A. Those 32 items focus on a registrant’s business and financial characteristics, such as: The nature of the business, capital structure, use of proceeds from the sale of securities, director and officer compensation, material contracts, offering terms, and detailed financial statements.
- Schedule A also constrains the agency’s residual authority: Section 7(a)(1) also grants the Commission authority to require “such other information” as it determines is “necessary or appropriate in the public interest or for the protection of investors.” The Rescission Proposing Release reads this residual clause narrowly. The Commission argues that any disclosure it adds must be “channeled by” and “comparable to” the kinds of disclosures Congress enumerated in Schedule A and the parallel provisions of Section 12(b)(1) and 13(a) of the Exchange Act – disclosures that concern, in the Commission’s framing, items “central to an understanding of the company’s business or financial characteristics.” The Commission relies on the Supreme Court’s statements in FCC v. Consumers’ Research1 and Circuit City Stores, Inc. v. Adams2 that open-ended statutory terms should be “controlled and defined by reference to the enumerated categories” in a statutory provision. The Rescission Proposing Release essentially argues that disclosures not explicitly listed in Schedule A must nonetheless be narrowly tailored to fit within the kind of disclosures that are listed; this argument functions like a canon of construction limitation.
- “Public interest” and “protection of investors” are not open-ended: The Rescission Proposing Release rejects what it labels as the view that these phrases give the Commission a general license to require any disclosure that some subset of investors might find useful. Instead, the Commission argues that these terms “take meaning from the purposes of the regulatory legislation” – namely, the goals of investor protection, efficiency, and capital formation – and cannot support disclosure mandates for “any disclosure that an investor may find useful or desirable.”
- The climate-related disclosure rules do not fit within these limits: Applying this framework, the Commission concludes that the rules mandated information – which, as the Rescission Proposing Release points out, includes disclosures of greenhouse gas emissions metrics, transition plans, scenario analysis, internal carbon pricing, and disclosures on board oversight of climate risks – that is “fundamentally different from the types of enumerated disclosures found in the Commission’s governing statutes” and not comparable to the business and financial disclosures Congress specified. The Commission also finds that the rules effectively regulated corporate governance, an area traditionally reserved for the states, by creating a detailed prescriptive regime that pressured companies to adopt specific climate risk management practices, without a congressional directive to do so. The Commission further contends that the materiality qualifiers in the climate-related disclosure rules do not cure this defect, reasoning that “the use of such qualifiers in such a complex, interconnected, and highly prescriptive set of disclosure requirements does not adequately cabin those requirements within the bounds of the Commission's authority.”
- The Commission invokes the Supreme Court “major questions doctrine”: The Commission further argues that even if the statutory text could be read to support the climate-related disclosure rules, the major questions doctrine independently forecloses them. Citing West Virginia v. EPA3 and Biden v. Nebraska4, the Commission characterizes the rules as a “transformative expansion” of regulatory authority over a subject of “vast economic and political significance”: one that it says Congress has not authorized the Commission to undertake. The Commission states that Congress has considered and declined to enact standalone climate disclosure legislation, and that the SEC has no comparative expertise in climate science or environmental risk assessment. Notably, the Commission frames the relevant “question” of the climate-related disclosure rules broadly – not only as one of disclosure of a material category of risk, but one that “effectively provide an aspirational framework for how public companies should manage climate-related matters,” which the SEC describes as a subject of “vast economic and political significance.”
Implications Extended Beyond Climate-Related Disclosures
Although, the Rescission Proposing Release frames its analysis in terms of the climate-related disclosure rules specifically, the statutory authority framework it articulates is not inherently limited to climate-related disclosures. If Schedule A’s 32 enumerated items define the outer boundary of the SEC’s disclosure mission – and if any addition to mandatory disclosures must be “channeled by” and “comparable to” those items – then the logic of the Rescission Proposing Release may extend to and undermine any SEC disclosure requirement that addresses subject matter not directly reflected in Schedule A or the Exchange Act’s Section 12(b)(1) and 13(a) categories. The “channeling” and “comparable to” language indicates that the Commission believes that disclosure requirements must hew closely to the categories of disclosure in Schedule A.
This may place a target on several existing or recent disclosure requirements. The SEC’s 2023 cybersecurity disclosure rules, for instance, require registrants to disclose material cybersecurity incidents and describe their cybersecurity risk management processes and board oversight – topics that are not explicitly enumerated in Schedule A. The SEC’s 2020 human capital disclosure requirements, which call for a description of a registrant’s human capital resources to the extent material to an understanding of the business, represent another disclosure category that might be characterized as having no direct antecedent in Schedule A. But the Rescission Proposing Release’s statutory authority position may implicate many other rules: any even earlier disclosure requirements, e.g., the Item 305 Market Risk disclosures of Regulation S-K, do not appear in Schedule A. Moreover, the Commission has already brought enforcement actions relating to cybersecurity disclosures, and the statutory theory articulated in the Rescission Proposing Release could be used to challenge not only the validity of those rules, but also the premise that such disclosures fall within the Commission’s delegated authority and enforcement purview.
The Rescission Proposing Release does not address these other rules. The Commission does acknowledge that it has historically required disclosures beyond Schedule A – including on executive compensation and certain provisions on environmental compliance – under its general disclosure authority. And it argues that these requirements must be justified as “channeled by” the kinds of disclosures enumerated in the statutes: For example, according to the release, Item 507 of Regulation S-K (selling shareholder disclosure) is channeled by Schedule A’s requirements regarding the identity and interests of promoters and large shareholders, and Item 404 (related-party transactions) is channeled by Schedule A’s disclosures concerning managerial self-dealing. But the Rescission Proposing Release does not systematically address how its Schedule A framework applies to the full range of non-enumerated disclosures the Commission currently requires.
The release’s analysis also sits in some tension with the Commission’s historical enforcement practice, which has long encompassed cases involving qualitative risk disclosures, internal governance descriptions, and emerging risk categories not specifically enumerated in Schedule A. The Rescission Proposing Release does not address how that body of enforcement activity fits within its more cabined understanding of statutory authority. The Rescission Proposing Release thus raises the question of how tightly a disclosure requirement must be “channeled by” or “comparable to” Schedule A and how narrowly the concept of “central to an understanding of the company’s business or financial characteristics” should be viewed.
Impacts on Rulemakings Future and Past
The release may invite challenges to any present or future disclosure requirement not explicitly listed on Schedule A to the original Securities Act.
For any future Commission seeking to adopt new prescriptive disclosure requirements on topics such as climate, human capital, or other environmental and social matters, the Rescission Proposing Release, if finalized, would represent a significant constraint. The Commission has, in effect, articulated a framework under which any such rulemaking would need to clear a high bar: demonstrating that the required disclosures are comparable to those Congress enumerated in the 1930s securities statutes. In addition, the Commission lays out a roadmap of other challenges to future commission rulemakings, including the major questions doctrine and arguments that rules would intrude on areas of corporate governance traditionally reserved to the states. By providing a roadmap to these challenges, the release also may constrain future rulemaking.
Implications for SEC Enforcement and Private Litigation
At the same time, the Rescission Proposing Release’s statutory authority framework may shift – rather than eliminate – certain enforcement approaches. To the extent prescriptive disclosure rules become more vulnerable to challenge, the Commission may increasingly rely on the Exchange Act’s books-and-records and internal controls provisions (Sections 13(b)(2)(A) and (B)), as well as “controls around disclosure” theories, to address perceived deficiencies in how companies identify, evaluate, and escalate material risks.
On the other hand, from an enforcement perspective, the statutory framework outlined in the Rescission Proposing Release is likely to migrate quickly from rulemaking debates into investigations and litigation. Defendants may seek to use the Commission’s own reasoning to argue not only that particular disclosure rules are invalid, but also that enforcement actions predicated on those rules are infirm.
In particular, issuers and individuals may contend that:
- a disclosure requirement that exceeds the Commission’s statutory authority cannot serve as the basis for an enforcement action; and
- even where claims are framed under Exchange Act Section 10(b) and Rule 10b‑5, the Commission is effectively enforcing a disclosure mandate that Congress did not authorize.
These arguments could be expected to arise most prominently in cases involving disclosure topics that are less clearly rooted in traditional financial or operational reporting categories, including cybersecurity, human capital, and other qualitative risk-management disclosures.
At the same time, even rules that are never implemented – or are later rescinded – can shape market behavior and enforcement expectations. The proposal and adoption of detailed disclosure requirements may establish de facto benchmarks for what the Commission, investors, and courts view as robust disclosure practices. In that sense, the climate-related disclosure rules may continue to exert influence as a form of informal guidance or “shadow” standard, notwithstanding their rescission.
From an enforcement perspective, this raises the possibility that staff and market participants may continue to evaluate disclosures against the framework reflected in the rescinded rules, particularly in assessing whether companies have adequately identified, managed, and disclosed material risks. As a result, the practical effect of the rules may persist even if their legal force does not.
Materiality in Flux? In Enforcement Contexts Too?
When stating that disclosure rules must be tethered to “materiality,” the release reflects a conception of materiality that is anchored in financial and economic significance. The Commission emphasizes that “materiality is a concept inherently rooted in financial considerations” and that “the common interest of reasonable investors is in information regarding the financial performance of a company, the pricing of securities, and the prospect for economic and financial return from the disclosing company.” This framing would tend to heavily weight quantitative dimensions of materiality. Disclosures requirements that cannot be easily tied to quantifiable impacts on a company’s financial statements or business may be more suspect under the release’s analysis.
At the same time, this articulation sits in some tension with longstanding Supreme Court and federal appeals court precedent, which recognizes that materiality encompasses both quantitative and qualitative considerations. Courts evaluating materiality under TSC Industries and Basic v. Levinson have consistently looked to the “total mix” of information, including qualitative factors such as the nature of the risk, the magnitude of potential harm, the degree of management involvement, and the potential for reputational or “front-page” consequences, even where financial effects are uncertain or not yet realized. In practice – particularly in enforcement – the Commission and courts have often treated qualitatively significant matters, including egregious conduct or risks capable of causing significant investor or market harm, as material notwithstanding the absence of clear quantitative metrics.
Moreover, the Rescission Proposing Release’s more cabined conception of materiality may not prove stable over time. A future Commission could take a different view, returning to a more balanced qualitative-quantitative framework consistent with prior disclosure guidance and enforcement practice. As a result, while the Rescission Proposing Release signals a current preference for a more financially anchored conception of materiality, issuers assessing disclosure obligations – and enforcement risk – may need to account for the continued relevance of qualitative factors, particularly in areas involving significant potential harm, misconduct, or high-profile risks.
This framing may also influence how courts evaluate alleged misstatements or omissions in enforcement and private litigation under Rule 10b‑5. Defendants may argue that, insofar as certain categories of information are viewed as lying outside the Commission’s core statutory mandate, omissions relating to those categories are less likely to be material because a reasonable investor is not presumed to rely on disclosures that the Commission itself lacks authority to require. At the same time, plaintiffs and the Commission are likely to respond that, under established doctrine, materiality turns on the total mix of information available to investors, including qualitative considerations, and is not limited to information with immediate or quantifiable financial effects. In that way, the release’s conception of materiality could narrow not only what must be disclosed, but also what omissions are actionable, while setting up a potential point of tension in future cases.
The Broader Administrative Law Landscape
The Commission’s Schedule A framework does not exist in isolation. It reflects – and draws strength from – a broader realignment in administrative law that has made it considerably easier to challenge agency action and considerably harder for agencies to defend expansive readings of their statutory authority.
In addition to the major questions doctrine cases mentioned above, in Loper Bright Enterprises v. Raimondo (2024)5, the Supreme Court overruled Chevron deference, holding that courts must exercise their own independent judgment in determining whether an agency has acted within its statutory authority, rather than deferring to the agency’s interpretation of ambiguous statutory language. After Loper Bright, an agency’s analysis of its statutory authority holds less sway over courts.
In Corner Post, Inc. v. Board of Governors of the Federal Reserve System (2024)6, the Court held that the APA’s six-year statute of limitations does not begin to run until a plaintiff is actually injured by final agency action – rather than upon the rule’s publication. This significantly expands the window for challenging longstanding agency rules, as new market entrants or newly affected parties can bring fresh APA challenges to rules promulgated years or decades ago. In the SEC disclosure context, this means that existing rules that have gone unchallenged for years are not necessarily insulated from review.
And there is already precedent for successfully challenging more expansive social and environmental disclosure rules by the SEC and other bodies. In Alliance for Fair Board Recruitment v. SEC (2024)7, the en banc Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules, holding that the SEC may not approve even a disclosure rule unless it can establish a connection to an actual, enumerated purpose of the Exchange Act.
What to Watch
The comment period on the proposed rescission runs until August 3, 2026. If finalized, the rescission itself would have limited practical impact compared to the current set of disclosure rules – the climate-related disclosure rules were stayed and have never taken effect, and the Commission's existing materiality-based disclosure obligations, including the Regulation S-K and S-X items that the Commission's 2010 climate change guidance8 highlighted as applicable to climate-related matters when material, would continue to elicit disclosure of material climate-related matters. The Rescission Proposing Release does, however, ask for comment on whether the Commission should revise that 2010 guidance separately.
It is also notable that the prior adoption of the climate-related disclosure rules may continue to shape disclosure norms even if the rules are rescinded. The detailed framework set out in the 2024 adopting release – and preserved in the rescission record – provides a reference point for what the Commission has viewed as decision-useful climate-related information. Companies, investors, and enforcement staff may continue to look to that framework in evaluating the adequacy of disclosures, effectively allowing the rules to influence practice as an informal benchmark even in the absence of binding requirements.
Some registrants may also be subject to climate-related disclosure requirements imposed by other jurisdictions, such as the European Union and California. California’s climate disclosure laws are arguably more detailed than the SEC rules that would be rescinded and would capture many registrants, assuming the laws survive court challenge (see our latest update). It remains to be seen how the SEC’s proposed rescission, including its statutory authority position would affect either the litigation on California’s rules – including arguments federal law preempts state disclosure requirements – or efforts for SEC registrants to achieve exemptions from foreign requirements.
This insight is part of the From the Freshfields SEC Desk series, where our former SEC regulators share perspectives on SEC developments.
ANNEX A
Schedule A to the Securities Act requires disclosure of the following 32 items in a registration statement (as codified in 15 U.S. Code § 77aa):
(1) The name under which the issuer is doing or intends to do business;
(2) the name of the State or other sovereign power under which the issuer is organized;
(3) the location of the issuer’s principal business office, and if the issuer is a foreign or territorial person, the name and address of its agent in the United States authorized to receive notice;
(4) the names and addresses of the directors or persons performing similar functions, and the chief executive, financial and accounting officers, chosen or to be chosen if the issuer be a corporation, association, trust, or other entity; of all partners, if the issuer be a partnership; and of the issuer, if the issuer be an individual; and of the promoters in the case of a business to be formed, or formed within two years prior to the filing of the registration statement;
(5) the names and addresses of the underwriters;
(6) the names and addresses of all persons, if any, owning of record or beneficially, if known, more than 10 per centum of any class of stock of the issuer, or more than 10 per centum in the aggregate of the outstanding stock of the issuer as of a date within twenty days prior to the filing of the registration statement;
(7) the amount of securities of the issuer held by any person specified in paragraphs (4), (5), and (6) of this schedule, as of a date within twenty days prior to the filing of the registration statement, and, if possible, as of one year prior thereto, and the amount of the securities, for which the registration statement is filed, to which such persons have indicated their intention to subscribe;
(8) the general character of the business actually transacted or to be transacted by the issuer;
(9) a statement of the capitalization of the issuer, including the authorized and outstanding amounts of its capital stock and the proportion thereof paid up, the number and classes of shares in which such capital stock is divided, par value thereof, or if it has no par value, the stated or assigned value thereof, a description of the respective voting rights, preferences, conversion and exchange rights, rights to dividends, profits, or capital of each class, with respect to each other class, including the retirement and liquidation rights or values thereof;
(10) a statement of the securities, if any, covered by options outstanding or to be created in connection with the security to be offered, together with the names and addresses of all persons, if any, to be allotted more than 10 per centum in the aggregate of such options;
(11) the amount of capital stock of each class issued or included in the shares of stock to be offered;
(12) the amount of the funded debt outstanding and to be created by the security to be offered, with a brief description of the date, maturity, and character of such debt, rate of interest, character of amortization provisions, and the security, if any, therefor. If substitution of any security is permissible, a summarized statement of the conditions under which such substitution is permitted. If substitution is permissible without notice, a specific statement to that effect;
(13) the specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds, and if the funds are to be raised in part from other sources, the amounts thereof and the sources thereof, shall be stated;
(14) the remuneration, paid or estimated to be paid, by the issuer or its predecessor, directly or indirectly, during the past year and ensuing year to (a) the directors or persons performing similar functions, and (b) its officers and other persons, naming them wherever such remuneration exceeded $25,000 during any such year;
(15) the estimated net proceeds to be derived from the security to be offered;
(16) the price at which it is proposed that the security shall be offered to the public or the method by which such price is computed and any variation therefrom at which any portion of such security is proposed to be offered to any persons or classes of persons, other than the underwriters, naming them or specifying the class. A variation in price may be proposed prior to the date of the public offering of the security, but the Commission shall immediately be notified of such variation;
(17) all commissions or discounts paid or to be paid, directly or indirectly, by the issuer to the underwriters in respect of the sale of the security to be offered. Commissions shall include all cash, securities, contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other persons in which any underwriter is interested, made, in connection with the sale of such security. A commission paid or to be paid in connection with the sale of such security by a person in which the issuer has an interest or which is controlled or directed by, or under common control with, the issuer shall be deemed to have been paid by the issuer. Where any such commission is paid the amount of such commission paid to each underwriter shall be stated;
(18) the amount or estimated amounts, itemized in reasonable detail, of expenses, other than commissions specified in paragraph (17) of this schedule, incurred or borne by or for the account of the issuer in connection with the sale of the security to be offered or properly chargeable thereto, including legal, engineering, certification, authentication, and other charges;
(19) the net proceeds derived from any security sold by the issuer during the two years preceding the filing of the registration statement, the price at which such security was offered to the public, and the names of the principal underwriters of such security;
(20) any amount paid within two years preceding the filing of the registration statement or intended to be paid to any promoter and the consideration for any such payment;
(21) the names and addresses of the vendors and the purchase price of any property, or good will, acquired or to be acquired, not in the ordinary course of business, which is to be defrayed in whole or in part from the proceeds of the security to be offered, the amount of any commission payable to any person in connection with such acquisition, and the name or names of such person or persons, together with any expense incurred or to be incurred in connection with such acquisition, including the cost of borrowing money to finance such acquisition;
(22) full particulars of the nature and extent of the interest, if any, of every director, principal executive officer, and of every stockholder holding more than 10 per centum of any class of stock or more than 10 per centum in the aggregate of the stock of the issuer, in any property acquired, not in the ordinary course of business of the issuer, within two years preceding the filing of the registration statement or proposed to be acquired at such date;
(23) the names and addresses of counsel who have passed on the legality of the issue;
(24) dates of and parties to, and the general effect concisely stated of every material contract made, not in the ordinary course of business, which contract is to be executed in whole or in part at or after the filing of the registration statement or which contract has been made not more than two years before such filing. Any management contract or contract providing for special bonuses or profit-sharing arrangements, and every material patent or contract for a material patent right, and every contract by or with a public utility company or an affiliate thereof, providing for the giving or receiving of technical or financial advice or service (if such contract may involve a charge to any party thereto at a rate in excess of $2,500 per year in cash or securities or anything else of value), shall be deemed a material contract;
(25) a balance sheet as of a date not more than ninety days prior to the date of the filing of the registration statement showing all of the assets of the issuer, the nature and cost thereof, whenever determinable, in such detail and in such form as the Commission shall prescribe (with intangible items segregated), including any loan in excess of $20,000 to any officer, director, stockholder or person directly or indirectly controlling or controlled by the issuer, or person under direct or indirect common control with the issuer. All the liabilities of the issuer in such detail and such form as the Commission shall prescribe, including surplus of the issuer showing how and from what sources such surplus was created, all as of a date not more than ninety days prior to the filing of the registration statement. If such statement be not certified by an independent public or certified accountant, in addition to the balance sheet required to be submitted under this schedule, a similar detailed balance sheet of the assets and liabilities of the issuer, certified by an independent public or certified accountant, of a date not more than one year prior to the filing of the registration statement, shall be submitted;
(26) a profit and loss statement of the issuer showing earnings and income, the nature and source thereof, and the expenses and fixed charges in such detail and such form as the Commission shall prescribe for the latest fiscal year for which such statement is available and for the two preceding fiscal years, year by year, or, if such issuer has been in actual business for less than three years, then for such time as the issuer has been in actual business, year by year. If the date of the filing of the registration statement is more than six months after the close of the last fiscal year, a statement from such closing date to the latest practicable date. Such statement shall show what the practice of the issuer has been during the three years or lesser period as to the character of the charges, dividends or other distributions made against its various surplus accounts, and as to depreciation, depletion, and maintenance charges, in such detail and form as the Commission shall prescribe, and if stock dividends or avails from the sale of rights have been credited to income, they shall be shown separately with a statement of the basis upon which the credit is computed. Such statement shall also differentiate between any recurring and nonrecurring income and between any investment and operating income. Such statement shall be certified by an independent public or certified accountant;
(27) if the proceeds, or any part of the proceeds, of the security to be issued is to be applied directly or indirectly to the purchase of any business, a profit and loss statement of such business certified by an independent public or certified accountant, meeting the requirements of paragraph (26) of this schedule, for the three preceding fiscal years, together with a balance sheet, similarly certified, of such business, meeting the requirements of paragraph (25) of this schedule of a date not more than ninety days prior to the filing of the registration statement or at the date such business was acquired by the issuer if the business was acquired by the issuer more than ninety days prior to the filing of the registration statement;
(28) a copy of any agreement or agreements (or, if identical agreements are used, the forms thereof) made with any underwriter, including all contracts and agreements referred to in paragraph (17) of this schedule;
(29) a copy of the opinion or opinions of counsel in respect to the legality of the issue, with a translation of such opinion, when necessary, into the English language;
(30) a copy of all material contracts referred to in paragraph (24) of this schedule, but no disclosure shall be required of any portion of any such contract if the Commission determines that disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors;
(31) unless previously filed and registered under the provisions of this subchapter, and brought up to date, (a) a copy of its articles of incorporation, with all amendments thereof and of its existing bylaws or instruments corresponding thereto, whatever the name, if the issuer be a corporation; (b) copy of all instruments by which the trust is created or declared, if the issuer is a trust; (c) a copy of its articles of partnership or association and all other papers pertaining to its organization, if the issuer is a partnership, unincorporated association, joint-stock company, or any other form of organization; and
(32) a copy of the underlying agreements or indentures affecting any stock, bonds, or debentures offered or to be offered.
In case of certificates of deposit, voting trust certificates, collateral trust certificates, certificates of interest or shares in unincorporated investment trusts, equipment trust certificates, interim or other receipts for certificates, and like securities, the Commission shall establish rules and regulations requiring the submission of information of a like character applicable to such cases, together with such other information as it may deem appropriate and necessary regarding the character, financial or otherwise, of the actual issuer of the securities and/or the person performing the acts and assuming the duties of depositor or manager.
***
1. FCC v. Consumers’ Rsch., 606 U.S. 656, 690 (2025).
2. Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 115 (2001).
3. West Virginia v. EPA, 597 U.S. 697, 723 (2022).
4. Biden v. Nebraska, 600 U.S. 477, 502-07 (2023).
5. Loper Bright Enterprises v. Raimondo, 603 U.S. 369, 400 (2024).
6. Corner Post, Inc. v. Board of Governors of the Federal Reserve System, 603 U.S. 799 (2024).
7. Alliance for Fair Board Recruitment v. SEC, 125 F.4th 159 (5th Cir. 2024) (en banc).
8. Release No. 33-9106 (Feb. 2, 2010) [75 FR 6290 (Feb. 8, 2010)].
