IV 
117TH CONGRESS 
2D SESSION 
H. RES. 1028 
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 
APRIL 5, 2022 
Mr. JOYCE of Ohio (for himself, Ms. MACE, Mr. DUNCAN, Mr. JOHNSON of 
South Dakota, Mr. STEWART, and Mr. RODNEY DAVIS of Illinois) sub-
mitted the following resolution; which was referred to the Committee on 
Financial Services 
RESOLUTION 
Supporting the current definition of materiality in the securi-
ties laws and opposing new disclosure requirements out-
side 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 agen-
cies, 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 es-
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•HRES 1028 IH 
tablished by the Securities Act of 1933 and affirmed sev-
eral 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 prin-
ciple governing Federal securities disclosure law for over 
eight decades; 
Whereas the materiality standard fosters strong capital mar-
kets 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 re-
quirements, 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. de-
cision noted that ‘‘some information is of such dubious 
significance that insistence on its disclosure may accom-
plish more harm than good’’; 
Whereas a Democrat SEC Commissioner has undermined the 
materiality standard, commenting that it is a ‘‘myth’’ 
that ‘‘SEC disclosure requirements must be strictly lim-
ited’’ to materiality and that SEC statutory authority ‘‘is 
not qualified by materiality’’; 
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•HRES 1028 IH 
Whereas certain policymakers intend to reorient the securities 
disclosure regime to require disclosure of immaterial in-
formation to achieve social and political goals; 
Whereas the SEC is not tasked with or capable of formu-
lating environmental or social policy; its core mission is 
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 mate-
rial effects of climate change to the business must be dis-
closed (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 
Resolved, That the House of Representatives— 
(1) supports current law that defines materi-
ality and has guided the securities disclosure regime 
for decades; and 
(2) opposes new disclosure requirements outside 
the core mission of the Securities and Exchange 
Commission, which burden United States businesses 
and harm investors with information overload. 
Æ 
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