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Latest developments on the EU Sustainability Omnibus

Latest developments on the EU Sustainability Omnibus

The EU’s sustainability reporting and due diligence landscape is in flux following the European Commission’s adoption of its highly anticipated Sustainability Omnibus package in late February 2025.

In recent bulletins, we have discussed various parts of this package in more detail. This ‘latest developments’-bulletin aims to provide an interim-update on the current state of play (mid May 2025).

1. ‘Stop the clock’ Directive entered into force on April 17, 2025

The ‘Stop the clock’ directive (Directive 2025 (EU) 2025/794) (the STC Directive), published on April 16, 2025, completes the first part of the EU ‘Omnibus I’ package adopted by the European Commission at the end of February 2025. The primary aim of the package is to enhance the EU's competitiveness and economic prosperity by fostering a favorable business environment and reducing regulatory burdens under EU laws in the field of sustainability. The legislation targets a 25% reduction in administrative burdens overall, with a 35% reduction for SMEs.

As has been widely reported, the STC Directive entered into force on April 17, 2025 and must be transposed into national Member States legislation by December 31, 2025.

The STC Directive postpones:

  • By two years the entry into application of the Corporate Sustainability Reporting Directive (CSRD) requirements for wave 2 entities that should otherwise start CSRD reporting in 2026 over financial year 2025 and for wave 3 entities that should otherwise start CSRD reporting in 2027 over financial year 2026.
  • By one year the transposition deadline of the Corporate Sustainability Due Diligence Directive (CS3D), as well wave 1 of the CS3D covering the largest entities.

2. What about wave 1 entities with 501-1000 employees?

Entities in wave 1 with 501-1000 employees are in a particularly uncertain position. These entities will have reported for the first time in 2025 if they are in a Member State that has transposed the CSRD, and will need to continue CSRD reporting in 2026 and 2027. However, they might no longer be in scope for reporting in 2028 and beyond, based on the substantive changes to the CSRD and CS3D, as proposed by the Commission in another part of the ‘Omnibus I’ package, i.e. proposed directive COM(2025) 81 final (the Substantive Proposal).

Various online sources cite a compromise text from the Polish presidency of the EU Council dated April 16, 2025. This document has not been formally released, and its status is unclear. In the alleged compromise text it is suggested to ensure legal certainty for public-interest entities with 501 – 1000 employees (and for parent public-interest entities of a large group with 501-1000 employees), by limiting the application of the CSRD for financial years starting on or after January 1, 2024, 2025, and 2026. Additionally, it is proposed that EU Member States should be able to exempt such undertakings from CSRD reporting obligations during financial years starting on or after January 1, 2026. The Dutch government reports to be seeking postponements for these entities for financial year starting on or after January 1, 2025 as well.

3. Next step: negotiations on the Substantive Proposal

The adoption of the postponements in the STC Directive provides the EU co-legislators with time to agree on the Substantive Proposal. The timing of the negotiations on the Substantive Proposal is not clear yet. While the EU Council is reviewing the compromise text of the Polish presidency, the Legal Affairs Committee in the European Parliament (EP) held a first exchange of views on the Substantive Proposal on April 23, with divergent views emerging on the Substantive Proposal. Some parties in the EP would rather delete all sustainability and reporting requirements entirely, while others are concerned that the Substantive Proposal does not really simplify things but rather slashes the core elements of sustainability due diligence and reporting. A number of preliminary ideas were presented on how to further or better simplify the requirements and focus on protecting SMEs from unnecessary burdensome obligations.

EP Rapporteur Warborn is scheduled to present his draft report on 23/24 June. The deadline for amendments to the draft report is scheduled for June 27. The vote in the legal affairs committee is currently planned for October 13, 2025 and finally a plenary vote on the report will have to take place. The final report will be the EP’s formal response to the Substantive Proposal and will guide the EP’s position during negotiations. The trilogue negotiations between the European Commission, the Council and the EP would likely start towards the end of 2025.

4. EFRAG tasked with advice on simplification of the ESRS – what to expect?

In the meantime, EU Commissioner Mari Luís Albuquerque has requested EFRAG to initiate the process to develop technical advice on the simplification of the ESRS as soon as possible, and to deliver their technical advice by October 31, 2025. EFRAG delivered its fast-tracked Work Plan on April 25, 2025, outlining the steps it will take to fulfil this mandate. This is the timing provided by EFRAG in the Work Plan (Steps 1 and 2 will take place in parallel):

ACtivityTiming

1. Establishing a vision on actionable levers for substantial simplification (to be confirmed following the stakeholders’ feedback) – levers may include, inter alia, revising the contents and structure of the current ESRS, addressing the most challenging provisions (e.g. by clarifying the application of the materiality principle) and/or substantially reducing the number of required datapoints.

2. Gathering evidence from stakeholders, analysis of the issued reports and other sources – in order to properly identify existing issues, for instance in respect of the materiality assessment or disclosures that require clarification. 

April to mid-May 2025.

3. Drafting and approving the so-called “Exposure Drafts” amending ESRS – i.e. the preliminary version of the proposed, revised set of standards for public consultation.

Second half of May to July 2025.

4. Publishing the Exposure Drafts, receiving and analyzing feedback (including via public consultation) from stakeholders.

August and September 2025.

5.  Finalizing and delivering the technical advice to the EC.

October 2025.

At present, the ESRS Delegated Act (which entered into force in December 2023) includes 161 data points that are mandatory irrespective of the materiality assessment, a further 622 data points that are subject to the materiality assessment, additional data points which are to be reported in certain circumstances, and 269 voluntary data points marked as ‘may disclose’.1

According to EFRAG the revision of the ESRS needs to substantially reduce the number of mandatory ESRS datapoints by:

(i) Removing those deemed least important for general purpose sustainability reporting.

(ii) Prioritizing quantitative datapoints over narrative text.

(iii) Further distinguishing between mandatory and voluntary datapoints.

Without undermining interoperability with global reporting standards and without prejudice to the materiality assessment of each undertaking.

The revision should also clarify provisions that are deemed unclear and improve consistency with other pieces of EU legislation. It should provide clearer instructions on how to apply the materiality principle, to ensure that undertakings only report material information and to reduce the risk that assurance service providers inadvertently encourage undertakings to report information that is not necessary or dedicate excessive resources to the materiality assessment process.

The revision should in addition simplify the structure and presentation of the standards, further enhance the degree of interoperability with global sustainability reporting standards, and contain further modifications considered necessary considering the experience of the first application of the ESRS. EFRAG launched a public call for input on ESRS Set 1 Revision to gather input from all relevant stakeholders in relation to potential revisions, but mainly to receive important feedback from the first wave of preparers who implemented the standards in their 2024 sustainability reports. This public call for input complements a series of interviews and workshops that EFRAG is organizing with preparers, auditors and users.

5. Formal complaint by NGOs with the European Ombudsman on the EU ‘Omnibus I’ package

On April 18, 2025, a coalition of eight NGOs, including ClientEarth and Friends of the Earth Europe, announced that they submitted a formal complaint with the European Ombudsman. The NGOs claim that the ‘Omnibus I’ package was developed in an undemocratic, untransparent and rushed way, and that the process was ‘deeply flawed’. According to these NGOs, the process enabled a small group of industry interests to ‘take control’ and push for the deregulation of key sustainability laws, and failed, inter alia, to assess whether the package as proposed, aligns with the EU’s climate neutrality target.

The NGOs warn that the ‘Omnibus I’ package could undermine the EU’s economic stability and the competitiveness objectives, arguing that strong sustainability laws are in fact key to the EU’s competitive advantage in a global market where consumers and investors increasingly demand responsible corporate action. The outcome of a formal complaint to the EU Ombudsman can range from informal resolution and recommendations for change, to public reports and increased scrutiny. The EU Ombudsman cannot impose penalties, annul decisions, or provide compensation. Their role is to investigate, recommend, and encourage good administration.

6. Transposition of the STC Directive in selected EU Member States

An EU-wide level playing field on CSRD continues to remain elusive because some EU Member States have not even implemented the CSRD yet. It will be interesting to see whether the Member States which did not yet implement CSRD, will approach the transposition in two stages, i.e. first, transpose the CSRD as amended by the STC by December 31, 2025, and second, transpose the substantive amending directive at a later stage. Another option for these Member States may be to transpose the CSRD, the STC Directive and the directive with substantive changes in one stage, i.e. hold off transposition until after the substantive changes are finalized. Below we shed some light on the transposition approach for the STC Directive in a number of Member States.

Netherlands

The Netherlands has not yet transposed the CSRD, and the Dutch government prefers to include both the implementation of the STC Directive and the Substantive Proposal in the implementation process for the CSRD, provided that the negotiations on the Substantive Proposal make sufficient progress.

The approach envisaged by the Dutch government, leaves wave 1 entities in the Netherlands with uncertainty, noting that almost all of these wave 1 entities have voluntarily published a sustainability report on financial year 2024, based on the current CSRD and ESRS, as well as the draft Dutch implementation legislation. The AFM, the envisaged Dutch regulator for CSRD, states that it is reviewing the sustainability reports of those entities, but that the results of its studies will not lead to enforcement measures, “except in the event of blatant violations”.

Germany

Germany has not yet transposed the CSRD, primarily due to the recent elections. In its coalition agreement, the newly formed government has expressed its intention to avoid excessive regulation, particularly in the areas of sustainability reporting (CSRD) and supply chain due diligence (CS3D). The government has also indicated its support for the Substantive Proposal and its commitment to advocating for solutions that minimize bureaucracy, especially for small and medium-sized enterprises. It remains unclear when the transposing legislation for the CSRD and the STC Directive will enter into force. Based on the statements in the coalition agreement, it appears possible that the new government may delay passing the transposing law until after the Substantive Proposal is adopted. More generally, the position of the German government is currently not clear on May 9, 2025, German Chancellor Merz said in a press conference that Germany will revoke the national supply chain law in Germany and that he also expects the EU to follow suit and cancel the CS3D. The German Minister of Finance and Vice Chancellor, on the other hand, stated publicly that he is in favor of retaining a streamlined supply chain due diligence act but that he is not supporting an entire abolishment of such rules.

France

The French legislation to (pre-emptively) transpose the STC Directive was adopted by the French Parliament at the beginning of April 2025 as part of a bill with other legislation. After publication on May 2, 2025 the transposition process of the STC Directive in France is now complete.

Italy

Italy has been swift in adopting the CSRD and we expect that the Italian Government will also want to amend the Italian CSRD implementing legislation to align with the STC Directive as soon as possible. While a proposal to that end is anticipated, CONSOB, the Italian financial markets regulator and responsible for CSRD supervision in respect of issuers of securities admitted to trading on regulated markets, has updated its Issuers’ Regulation, somewhat watering down the scope of its own supervisory efforts and certain reporting requirements (no longer requiring companies to report “significant issues” that emerged during the sustainability reporting process on the compliance attestation form). 

7. ECB issued an own initiative opinion on the EU ‘Omnibus I’ package

On May 8, 2025 the European Central Bank (ECB) delivered an own initiative opinion on the EU ‘Omnibus I’ package. In its opinion the ECB explains the relevance of the proposed changes to the CSRD and the CS3D for the objectives and tasks of the ECB and the Eurosystem. The ECB emphasizes the importance of striking the right balance to ensure that the benefits of sustainability reporting for the European economy and the financial system are retained while ensuring that the framework is proportionate. The ECB considers a well-calibrated sustainability reporting framework essential for market participants to understand and price sustainability-related financial risks, while at the same time such a framework is essential to address data gaps in sustainability policy, risk assessment and risk monitoring frameworks for the financial sector.

The ECB provides specific comments and suggestions on some of the proposed changes in the Substantive Proposal, for example on the scope of the CSRD reporting obligations and on the CS3D climate transition plans. According to the ECB, the proposed amendments to the scope, for example, could significantly limit stakeholders’ access to important information and potentially lead to unwanted outcomes, such as certain significant emitters potentially falling outside the scope of the reporting obligation.

Specific drafting proposals by the ECB are set out in a separate technical working document. The ECB also urges the EU legislators to reach an agreement on the Substantive Proposal as soon as possible and by the end of 2025 at the latest.

8. Potential quick fix for phase-in of disclosure requirements for wave 1 entities

During a public hearing in the legal affairs committee of the European Parliament on May 13, 2025, Tom Dodd, Team Leader Sustainability Reporting at the Commission, announced that the Commission expects to soon adopt a ‘quick fix’ delegated act, which will arrange that wave 1 entities will not have to report additional information on FY 2025 compared to FY 2024, basically providing relief on the ESRS phase-in requirements. This would mean that wave 1 entities can use the phase-in provisions for FY 2024 also for FY 2025 and beyond.

Conclusion

The EU’s sustainability reporting and due diligence landscape is in flux and entities should monitor developments closely, particularly as the Substantive Proposal and ESRS revisions progress, and as Member States clarify their national transposition strategies.

Find out more

For further information on the ‘Omnibus I’ and CRSD and CS3D, please read: EU Omnibus and the CSRD – Ten burning questions on the Commission’s proposals and CS3D – Ten question on the Omnibus – A&O Shearman. For context, please read: EU simplification revolution and the Omnibus or listen to this podcast (in Italian): Simplifying sustainability: the European Commission’s Omnibus package - A&O Shearman.

Footnote

1.   Source: EFRAG.

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