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SEC Advises Issuers to Continue to Comply with Conflict Minerals Rule




by:
Ryan M. Rourke Reed
Edwards Wildman Palmer LLP - Boston Office

 
May 6, 2014

Previously published on April 2014

Reacting to a recent court ruling striking down a portion of the Dodd-Frank Act and related SEC Form SD, yesterday, the SEC’s Division of Corporate Finance released a “Statement on the Effect of the Recent Court of Appeals Decision on the Conflict Minerals Rule.” The Statement advises issuers, for the most part, to continue to comply with the conflict minerals rule.

The key highlights for issuers from the release were as follows:

  •  June 2, 2014 Filing Deadline for Form SD remains the same.

  • Not Required to Label Products - No issuer is required to describe its products as “DRC conflict free,” having “not been found to be ‘DRC conflict free,’” or “DRC conflict undeterminable.”

  • Required Disclosures - For products that otherwise would have been labeled “not been found to be ‘DRC conflict free,’” or “DRC conflict undeterminable,” an issuer’s Conflict Minerals Report should disclose: the facilities used to produce the conflict minerals, the country of origin of the minerals and the efforts to determine the mine or location of origin.

  • Audit Required if Voluntarily Label “DRC Conflict Free” - An issuer that voluntarily decides to use the “DRC conflict free” label, must have obtained a private sector audit in compliance with Form SD (but no audit would be required if no products are identified as “DRC conflict free”).

The full text of the release is available on the SEC’s website using the following link: Division of Corporate Finance Conflict Minerals Release.

The Division of Corporate Finance has advised that additional guidance may be forthcoming in advance of the June 2, 2014 Filing Deadline. We will continue to monitor the situation and will provide you with any additional guidance as it becomes available.



 

The views expressed in this document are solely the views of the author and not Martindale-Hubbell. This document is intended for informational purposes only and is not legal advice or a substitute for consultation with a licensed legal professional in a particular case or circumstance.
 

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Ryan M. Rourke Reed
 
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