The House Financial Services Committee has announced it intends to meet to consider mark-ups of bills to repeal the conflicts minerals disclosures (H.R. 4248) and mine safety disclosures (H.R. 4289) on November 14, 2017....more
Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more
10/9/2017
/ Accredited Investors ,
Capital Formation ,
Capital Markets ,
Coal Mines ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Orders ,
FASB ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Finders ,
GAAP ,
Investment Company Act of 1940 ,
Pay Ratio ,
Qualified Institutional Buyers ,
Regulation A ,
Reporting Requirements ,
Resource Extraction ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements ,
Tier 2 Offerings ,
Trump Administration
Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more
8/30/2017
/ Conflict Mineral Rules ,
Disclosure Requirements ,
Dividends ,
Emerging Growth Companies ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Internal Audit Functions ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Resource Extraction ,
Revenue Recognition Standard ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
Shareholder Proposals ,
XBRL Filing Requirements
In an investigation conducted at the request of four Senators, the SEC Inspector General concluded “we do not find that Commissioner Piwowar’s actions as Acting Chairman violated any of the laws currently governing the SEC...more
Development International has released its annual survey of conflict minerals reports for the 2016 reporting period which were filed in 2017. Despite the SEC’s no action position which relaxed conflict minerals reporting...more
GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more
Effective immediately, the SEC staff has relaxed conflict minerals reporting requirements by public companies. The change was triggered by the entry of a final judgment in the conflict minerals case.
...more
4/10/2017
/ Conflict Mineral Rules ,
Constitutional Challenges ,
Country of Origin ,
Democratic Republic of Congo ,
Dodd-Frank ,
Form SD ,
Publicly-Traded Companies ,
Reporting Requirements ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Supply Chain
The United States District Court for the District of Columbia has entered a final judgment in the conflict minerals case. The final judgment is identical to the proposed judgment which we described previously....more
Pursuant to a court order, the parties to the conflict minerals case have filed a proposed judgment after they advised the court no further proceedings were necessary. The text of the proposed judgment is as follows...more
The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson ordered the parties to file a joint status report indicating whether any further...more
The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson has ordered the parties to file a joint status report, on or before March 10,...more
SEC Acting Chairman Michael S. Piwowar issued a “Statement on the Commission’s Conflict Minerals Rule” and another statement titled “Reconsideration of Conflict Minerals Rule Implementation.”
Chairman Piwowar reviewed...more
According to this Reuters article and a blog by Elm Sustainability Partners LLC, an informal deal for EU conflict minerals legislation has been reached. The final text will be voted on by the member states on December 7,...more
11/28/2016
/ Conflict Mineral Rules ,
Corporate Counsel ,
Disclosure Requirements ,
Due Diligence ,
EU ,
Foreign Policy ,
Mineral Extraction ,
Minerals ,
Pending Legislation ,
Reporting Requirements ,
Resource Extraction ,
Transparency Directive
Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe.
Take, for instance, the...more
11/11/2016
/ Clawbacks ,
Conflict Mineral Rules ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Presidential Elections ,
Presidential Nominations ,
Rule 14a-8 ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Trump Administration ,
Universal Proxy Cards
For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below:
Directors’ and Officer’s Questionnaire -
Nasdaq has adopted a rule requiring...more
9/1/2016
/ Conflict Mineral Rules ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Exemptions ,
Form 10-K ,
Form 8-K ,
Golden Leash Arrangements ,
JOBS Act ,
Non-GAAP Financial Measures ,
NYSE ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
XBRL Filing Requirements
GAO noted in a recent report that as a result of country-of-origin inquiries, an estimated 19 percent more companies that filed Form SD with the SEC reported that they knew or had reason to believe they knew the source of the...more
Loretta Lynch, United States Attorney General, explained in a letter to Paul Ryan, Speaker of the House, why the United States did not submit a writ of certiorari with respect to the conflict minerals decision:
- The...more
Apple has filed its Form SD for the year ended December 31, 2015. It includes this disclosure:
The combination of training, public reporting and a ticking clock drove the number from 82 smelters and refiners...more
The United States Court of Appeals for the District of Columbia Circuit has denied the petitions of the SEC and Amnesty International for an en banc rehearing of the decision in the conflict minerals case. ...more
Both the SEC, the loser in the most recent conflict minerals rehearing decision, and Amnesty International, an intervenor on the losing rehearing side, have asked for an en banc rehearing on the recent rehearing of the...more
Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more
9/18/2015
/ Clawbacks ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Equity Plans ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access Rule ,
Proxy Season ,
Publicly-Traded Companies ,
Resource Extraction ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Whole Foods
The United States Court of Appeals for the District of Columbia issued its decision on the conflict minerals rule after a rehearing. In National Association of Manufacturers, et al, v. SEC, the Court adhered to its original...more
Those toiling away for the second required conflict minerals filings are sure to wonder whether the law is having any positive impact. Politico has an interesting article about a trip to the DRC in an attempt to answer that...more
The National Association of Manufactures, the Chamber of Commerce of the United States of America and the Business Roundtable have filed their supplemental brief in the conflict minerals rehearing. NAM et al ask the court to...more
The SEC has filed its brief in the conflict minerals rehearing. Amnesty International also filed its brief as intervenor and Free Speech for People filed an amicus brief....more