SEC Adopts Dodd-Frank Rules Regarding Conflict Minerals and Payments by Resource Extraction Issuers and Defers Rules for Implementation of JOBS Act Elimination of Ban on General Solicitation until August 29


On August 22, 2012, the SEC adopted disclosure rules required by Sections 1502 and 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act related to conflict minerals and payments by issuers engaged in resource extraction.

The new rules on conflicts minerals disclosures will apply to all SEC reporting companies for which the identified conflict minerals are “necessary to the functionality or production” of a product manufactured or contracted to be manufactured by the issuer. We will be providing more detailed summaries of these rules in future posts.

Only issuers engaged in the commercial development of oil, natural gas or minerals are affected by the new rules adopted under Section 1504 of the Dodd-Frank Act.

The SEC previously announced that rules pursuant to Title II of the JOBS would be discussed at the August 22 open meeting of the Commissioners. Title II provides for the elimination of the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D provided that all purchasers are accredited investors. Title II has similar provisions relating to Rule 144A solicitations. In both cases, Title II is effective only upon the SEC implementing rules. The Commissioners announced that discussion of these rules would be deferred until August 29, 2012. For more information on Title II and other provisions of the JOBS Act, please see this post.

What if you have questions?

For any questions or more information on these or any related matters, please contact any attorney in the firm’s corporate practice group. A list of such attorneys can be found by clicking Lawyers on this page.

John Tishler (858-720-8943,, Louis Lehot (650-815-2640,, Edwin Astudillo (858-720-7468,, and Lauren Lewis (650-815-2672, participated in drafting this posting.


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