News & Analysis as of

Court Invalidates Conflict Minerals Rule Because It Crosses First Amendment Line

In the end, it’s pretty simple. The court held the conflicts minerals rule and statute embodied in Dodd-Frank violate the First Amendment to the extent the statute and rule require regulated entities to report to the...more

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to...more

Appeals Court Opinion Changes Conflict Minerals Rules Compliance Landscape

On Monday, April 14, 2014, the U.S. Circuit Court of Appeals for the District of Columbia (the DC Circuit) struck down part of the federal rules requiring publicly traded companies to report on their use of “conflict...more

Court Ruling Regarding the Dodd-Frank Conflict Minerals Disclosure Requirements

A panel of the U.S. Court of Appeals for the D.C. Circuit held today that a portion of the SEC’s conflict minerals reporting regulations – and possibly a portion of the underlying Dodd Frank Act – compel speech in violation...more

SEC Issues New FAQs on Conflict Minerals

On April 7, the Division of Corporation Finance of the Securities and Exchange Commission issued nine new responses to frequently asked questions regarding the disclosure of conflict mineral usage that is required by rules...more

Circuit Court Largely Rejects Challenges To SEC Conflict Mineral Rules

The SEC largely prevailed in the D.C. Circuit Court of Appeals in a suit changing the Rules promulgated by the agency under Dodd-Frank regarding conflict minerals. National Association of Manufacturers v. SEC, No.. 13-5252...more

Conflict Minerals: Dodd-Frank, the SEC's Rule...and Beyond

Designed to reduce funding sources for those perpetrating human rights abuses and engaging in armed conflict in the Democratic Republic of the Congo ("DRC") and adjoining countries, Section 1502 of the Dodd-Frank Wall Street...more

Could “Free Speech” Issues Derail the SEC’s Conflict Minerals Rule?

Shortly after the Securities and Exchange Commission (“SEC”) adopted its conflict minerals disclosure rule in August 2012, a coalition of business interests filed suit to challenge the SEC’s rule as unduly burdensome. That...more

What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Corporate Communicator - Winter 2014

2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

SEC Conflict Minerals Rule Upheld by the Federal District Court

On July 23, 2013, the U.S. District Court for the District of Columbia rejected the plaintiffs’ challenge of the SEC's conflict minerals rule and granted summary judgment to the SEC. ...more

US District Court Upholds SEC Conflict Minerals Disclosure Rules

On July 23, 2013, the US District Court for the District of Columbia upheld the conflict minerals rules (the “Rules”) that require public companies to disclose whether “conflict minerals” are necessary to the functionality or...more

District Court Rejects Challenge to SEC Conflict Minerals Rule

On July 23, the US District Court for the District of Columbia issued a decision granting the Securities and Exchange Commission’s motion for summary judgment in a challenge to the SEC’s “conflict minerals” rule that was...more

Mining Review -- July 2013: Recent SEC FAQs on Disclosure of Payments to Governments and on Conflicts Minerals

On May 30, 2013, the U.S. Securities and Exchange Commission (SEC) published a list of Frequently Asked Questions (FAQs) to provide guidance on the rule adopted to implement the Dodd-Frank Act requirements to disclose...more

Federal Court Upholds Conflict Minerals Rules, As Time Grows Short To Complete Supply Chain Due Diligence

A federal district court in Washington, D.C. has rejected an industry challenge to the Securities and Exchange Commission’s conflict minerals rules (the “Rules”) issued pursuant to Section 1502 of the Dodd-Frank Act....more

SEC Wins Victory in Conflict Minerals Rules Litigation

The SEC’s conflict minerals rules have withstood judicial challenge — so far. On July 23, 2013, the U.S. District Court for the District of Columbia rejected the summary judgment motion of the plaintiffs challenging the...more

Court Upholds SEC Rule on Conflicts Minerals

On July 23, 2013, the US District Court for the District of Columbia found “no problems with the SEC’s rulemaking” by its adoption of the Conflict Minerals Rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform...more

Court Upholds SEC Conflict Minerals Rule

The United States District Court for the District of Columbia has upheld the SEC’s conflict minerals rule in National Association of Manufacturers et al v. Securities and Exchange Commission. ...more

US District Court Vacates SEC Resource Extraction Payment Disclosure Rules

On July 2, 2013 the US District Court for the District of Columbia granted a motion for summary judgment vacating the rules adopted by the US Securities and Exchange Commission (the “SEC”) requiring resource extraction...more

Comparison of Conflict Minerals Regulation: EU/United States

The European Union may soon join the United States in requiring certain companies to investigate and disclose whether certain minerals used in their products originated in conflict-affected or high-risk areas. On June 26,...more

Guidance for Compliance with SEC Minerals Rules

The Securities and Exchange Commission recently adopted final rules requiring disclosure of the use of “conflict minerals” by public companies, pursuant to a provision of the Dodd-Frank Wall Street Reform and Consumer...more

SEC Issues FAQs on Conflict Minerals and Payments by Resource Extraction Issuers

On May 30, the Division of Corporation Finance of the Securities and Exchange Commission issued responses to frequently asked questions regarding the disclosure of conflict mineral usage and payments by resource extraction...more

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