• US District Court Vacates Rule Relating to Payments by Resource Extraction Issuers
  • July 12, 2013 | Authors: Joshua Thomas Coleman; Stuart H. Gelfond
  • Law Firms: Fried, Frank, Harris, Shriver & Jacobson (London) LLP - London Office ; Fried, Frank, Harris, Shriver & Jacobson (London) LLP - New York Office
  • On July 2, 2013, the United States District Court for the District of Columbia vacated Rule 13q-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was recently adopted on August 22, 2012 by the Securities and Exchange Commission (the “SEC”) pursuant to Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Rule 13q-1 would have required resource extraction issuers to publicly file on EDGAR an annual report on new Form SD - beginning with fiscal years ending after September 30, 2013 - disclosing information relating to any payment made by the issuer, or by a subsidiary or another entity controlled by the issuer, to a foreign government or the U.S. federal government for the purpose of the commercial development of oil, natural gas or minerals, including details regarding the total amount of payments, the governments that received the payments and the projects to which the payments related. Notably, the rule did not provide any exemptions from the disclosure requirements, even if foreign law prohibited the required disclosure or where the issuer was subject to a confidentiality provision in an existing or future contract.