Sonia Barros, partner at Sidley Austin LLP and former head of the REIT group at SEC, participated in a video interview during REITwise 2022: Nareit’s Law, Accounting & Finance Conference held in Orlando, Florida on March 23-25.
Regarding SEC rulemaking over the past year, Barros said the organization has a very aggressive agenda and is proposing a number of rules that will significantly change disclosure requirements for public companies. The proposals on corporate share buybacks, cybersecurity, and climate are the most significant for REITs, she said.
Barros called the SEC’s climate rule proposal, a 510-page proposing release issued on March 21, “really significant” and noted that it includes proposals on disclosures in five categories: climate risk; a company’s oversight and governance; greenhouse gas emissions; financial metrics; and climate targets and goals.
Barros added that the SEC’s final rule on the universal proxy will mean that there will be one proxy card for management and the company’s nominees for election to director, and that same proxy card can also be used by any activist or dissident who wants to get their directors on the board.