IV 

118TH CONGRESS 

1ST SESSION H. RES. 32 

Supporting the current definition of materiality in the securities laws and 

opposing new disclosure requirements outside the core mission of the 

Securities and Exchange Commission. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 12, 2023 

Mr. JOYCE of Ohio (for himself, Mr. STEIL, Mr. STEWART, Mr. JOHNSON of 

South Dakota, Mr. DUNCAN, and Mr. GROTHMAN) submitted the following resolution; which was referred to the Committee on Financial 

Services 

RESOLUTION 

Supporting the current definition of materiality in the securities laws and opposing new disclosure requirements outside the core mission of the Securities and Exchange 

Commission. 

Whereas certain policymakers have demonstrated increased 

interest in evaluating companies based on environmental, 

social, and governance or ‘‘ESG’’ performance metrics; 

Whereas certain policymakers have called for Federal agencies, including the Securities and Exchange Commission 

(SEC), to require public companies to disclose more 

ESG-related information; 

Whereas the securities disclosure regime of the SEC has for 

decades been guided by a standard of materiality first esVerDate Sep 11 2014 22:56 Jan 12, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6300 E:\BILLS\HR32.IH HR32

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•HRES 32 IH 

tablished by the Securities Act of 1933 and affirmed several times by the Supreme Court, including the decision 

TSC Industries Inc. v. Northway Inc. (426 U.S. 438 

(1976)), which held that information is ‘‘material’’ (and 

subject to disclosure) if ‘‘there is a substantial likelihood 

that a reasonable shareholder would consider it important 

in deciding how to vote’’; 

Whereas ‘‘materiality’’ depends upon whether information is 

important to an investor at any time, making it a durable 

standard which provides a framework for addressing new 

issues and ignoring issues which have lost importance; 

Whereas the materiality standard has been the bedrock principle governing Federal securities disclosure law for over 

eight decades; 

Whereas the materiality standard fosters strong capital markets that create a competitive advantage for the United 

States by enabling the efficient flow of capital and labor; 

Whereas the materiality standard is critical for maintaining 

efficient disclosure regimes that limit burdensome requirements, filter unimportant information, and prevent 

confusing information overload for investors; 

Whereas, in 1976, Justice Thurgood Marshall writing for the 

majority in the TSC Industries Inc. v. Northway Inc. decision noted that ‘‘some information is of such dubious 

significance that insistence on its disclosure may accomplish more harm than good’’; 

Whereas certain policymakers intend to reorient the securities 

disclosure regime to require disclosure of immaterial information to achieve social and political goals; 

Whereas the SEC is not tasked with or capable of formulating environmental or social policy; its core mission is 


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•HRES 32 IH 

to protect investors; maintain fair, orderly, and efficient 

markets; and facilitate capital formation; 

Whereas to the extent that climate risks become material for 

a particular public company, disclosure of those risks is 

already required; 

Whereas SEC rules currently make explicitly clear that material effects of climate change to the business must be disclosed (17 C.F.R. 211, 231, and 241); 

Whereas additional SEC climate disclosure regulations 

threaten to impose expensive compliance costs and lessen 

investor enthusiasm for American energy companies; and 

Whereas capital markets regulations should not discourage 

investments which would further United States energy 

independence: Now, therefore, be it 

1 Resolved, That the House of Representatives— 

2 (1) supports current law that defines materi3 ality and has guided the securities disclosure regime 

4 for decades; and 

5 (2) opposes new disclosure requirements outside 

6 the core mission of the Securities and Exchange 

7 Commission, which burden United States businesses 

8 and harm investors with information overload. 

Æ 


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