As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2020. This remains true despite the impact of COVID-19, given that Forms SD are not covered by the SEC’s order allowing public companies to delay certain reports in light of the pandemic.
The conflict minerals disclosure rules and related guidance have been at a practical standstill for the past three years, following legal challenges to the rules and a remand to the SEC for further action. As a result, there have not been any notable regulatory updates since the Division of Corporation Finance’s no-action relief statement in April 2017. In that statement, the Division indicated it would not recommend enforcement action against companies for not complying with the requirements of Form SD to conduct due diligence and file a “conflict minerals report,” although it would expect companies with conflict minerals in their supply chains to file a Form SD. (See our client alert “SEC Staff Provides Relief From Conflict Minerals Rule,” April 11, 2017.)
Even though the no-action relief remains in effect, many companies have continued to conduct due diligence and file full conflict minerals reports with the SEC, given already-implemented diligence processes, existing contractual obligations and the expectations of interested stakeholders.