According to Euranet Plus News Agency, the “EU has reached a preliminary deal to curb the trade in minerals from war zones and corrupt regimes. The rules will force companies that mine, refine or import ‘conflict minerals’...more
Just in time for those Forms SD and conflict minerals reports, due May 31, the OECD has posted a new edition of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk...more
No reason to keep checking the SCOTUS website for the SEC’s cert petition in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. According to this letter from Attorney General Loretta Lynch to House Speaker Paul...more
The Chief Justice has granted another extension of time for the SEC to file a petition for cert in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. The SEC now has until April 7, 2016 to file its...more
At a hearing last week before a subcommittee of the House Financial Services Committee, the members heard testimony regarding the Dodd-Frank conflict minerals provision. The Chair expressed concern that the provision was...more
Hot off the press: The D.C. Circuit today issued a per curiam order denying the petitions of the SEC and Amnesty International for a rehearing en banc in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. No...more
Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more
11/2/2015
/ Acquisitions ,
Capital Exchanges ,
CDIs ,
Conflict Mineral Rules ,
Disclosure ,
Dodd-Frank ,
Exxon Mobil ,
Form 10-K ,
Mergers ,
Pay Ratio ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes ,
Universal Proxy
The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”...more
10/22/2015
/ Amnesty International ,
Chamber of Commerce ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
En Banc Review ,
Executive Compensation ,
First Amendment ,
NAM ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
An amicus brief filed in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC, was submitted this week by a group of anti-smoking and other organizations dedicated to protecting public health: Truth...more
10/19/2015
/ American Meat Institute ,
Commercial Speech ,
Conflict Mineral Rules ,
Disclosure Requirements ,
En Banc Review ,
First Amendment ,
NAM ,
NAM v SEC ,
Securities and Exchange Commission (SEC) ,
Standard of Review ,
Zauderer
As noted in this Law 360 article and in this thecorporatecounsel.net blog , on Friday, the SEC filed a Notice of Proposed Rulemaking in the U.S. District Court for the District of Massachusetts in connection with Oxfam...more
10/6/2015
/ Chamber of Commerce ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
Form SD ,
Manufacturers ,
Mineral Extraction ,
NAM ,
NPRM ,
Oil & Gas ,
Oxfam America ,
Securities and Exchange Commission (SEC)
To no one’s surprise, on Friday, the SEC and Amnesty International filed petitions for en banc rehearing in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. That case, decided two-to-one in...more
10/5/2015
/ Advertising ,
Amnesty International ,
Conflict Mineral Rules ,
Disclosure Requirements ,
En Banc Review ,
First Amendment ,
Form SD ,
IPSA ,
NAM ,
NAM v SEC ,
Securities and Exchange Commission (SEC)
A U.S. District Court has handed a victory to Oxfam America in its efforts to compel the SEC to complete rulemaking on the Dodd-Frank mandate regarding resource extraction disclosures (Section 1504). ...more
By coincidence, the same day that the three-judge panel of the D.C. Circuit struck down (again) a portion of the conflict minerals rule (see this post), the GAO issued a report to Congressional Committees entitled “SEC...more
In November 2014, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v....more
A new study on conflict minerals compliance from Tulane University and Assent Compliance, a compliance software and services firm, revealed that, about 90% of filers of conflict minerals reports indicated that they were...more
8/5/2015
/ Audits ,
Compliance ,
Conflict Mineral Rules ,
Country of Origin ,
Due Diligence ,
First Amendment ,
Form SD ,
IPSA ,
OECD ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
An early review of conflict minerals filings for the 2014 reporting period shows improvement in “detail, clarity and quality,” according to this article in BNA. As reported by Elm Sustainability Partners, a conflict minerals...more
Amnesty International and Global Witness have posted a paper, “Digging for Transparency,” evaluating the performance by 100 public companies in their inaugural season of conflict minerals reporting. The overall reaction:...more
The Conflict-Free Sourcing Initiative has posted an updated 2015 version of its practical guidance white paper on conflict minerals specifically for downstream companies, called “Five Practical Steps to Support SEC Conflict...more
Sure, companies have spent millions and millions on conflict minerals compliance. But what have the conflict minerals rules cost the SEC? According to Reuters, reporting on a response by SEC Chair Mary Jo White to a request...more
According to a Bloomberg BNA report, a representative of the Chamber of Commerce, one of the plaintiffs in National Association of Manufacturers, Inc. v. SEC, the conflict minerals case currently pending in the DC Circuit,...more
According to this article from The Washington Post with Bloomberg, in February, House Financial Services Committee Chair Jeb Hensarling and three other House members (Scott Garrett of New Jersey, Bill Huizenga of Michigan,...more
The AICPA has issued an FAQ that identifies, for auditors conducting Independent Private Sector Audits for inclusion in Conflict Mineral Reports, the types of management representations that auditors should consider seeking...more
Form SD provides that companies are to file the conflict minerals report as Exhibit 1.01, as does the SEC final release. Last year, however, Exhibit 1.01 was not technically available for EDGAR filings, and the SEC’s EDGAR...more
In the final week of 2014, appellants National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable filed their supplemental brief in the conflict minerals case, National Association of...more
In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC....more