SEC to Consider Conflict Minerals, Resource Extraction and Regulation D Rules on August 22

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On July 2, the Securities and Exchange Commission, pursuant to a “Sunshine Act” notice, stated that at an open meeting on August 22 it will consider:

I. whether to adopt rules regarding disclosure and reporting obligations with respect to the use of conflict minerals;

II. whether to adopt rules regarding disclosure and reporting obligations with respect to payments to governments made by resource extraction issuers; and

III. rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Securities Act of 1933 Regulation D and Rule 144A. 

The conflict minerals and resource extraction rules, which have previously been proposed, were mandated by Sections 1502 and 1504, respectively, of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The revisions to Rule 506 were mandated under the Jumpstart Our Business Startups (JOBS) Act. In each case, adoption of these rules is past due under the Congressionally mandated schedule for adoption. Because the Staff of the SEC’s Division of Corporation Finance has not yet proposed rules implementing Section 201a of the JOBS Act relating to the elimination of the prohibition against general solicitation and general advertising, commentators have speculated as to whether at the August 22 open meeting general solicitation and general advertising rules will be proposed or will (in light of the JOBS Act mandated July 4 effective date, since past) be adopted as interim final temporary rules allowing for them to become effective on publication in the Federal Register but with a comment period extending beyond August 22.

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