CONTRIBUTED BY

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Andrew Ledbetter
andrew.ledbetter@dlapiper.com
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Sanjay Shirodkar
sanjay.shirodkar@dlapiper.com

The SEC recently issued new rules requiring various disclosures concerning “conflict minerals” that originate in the Democratic Republic of the Congo (DRC) or an adjoining country. 

After considering thousands of comments and conducting a public roundtable, the SEC adopted (by a narrow 3 – 2 vote) new rules and a new form relating to the use of conflict minerals.  The new rules apply to substantially all issuers that file reports under Section 13(a) or Section 15(d) of the Exchange Act and impose additional disclosure requirements on issuers that use conflict minerals in, or to produce, their products.  Because the rules apply broadly to public companies, they are also important for private companies with aspirations of becoming public.

The reporting requirements are based on a three-step analytic process, with each step building on the prior step.  Depending on the outcome of the three-step analytic process, an issuer may have to submit a report to the SEC that includes a description of the measures it took to exercise due diligence on the conflict mineral’s source and chain of custody. To facilitate the new disclosure required by the rules, the SEC has also adopted a new Form SD.Continue Reading SEC Conflict Minerals Rules Impact Many Public Companies

CONTRIBUTED BY
Ed Batts

At a recent American Bar Association meeting, a senior Securities and Exchange Commission official reviewed various aspects of interest for public company reporting and compliance purposes. As is customary, such Staff comments were on a non-attribution basis and were represented to be personal views only and not those of the SEC as a whole. Nonetheless, such informal commentary continues to offer contextual perspective on both current matters and, equally important, indicates areas of less current significance at the SEC.Continue Reading Senior SEC Official Comments on Key Public Reporting Disclosure Issues

On March 27th, the US House of Representatives overwhelmingly passed the Jumpstart Our Business Startups Act (JOBS Act) with the Senate’s recent amendments. Next stop is the President’s desk for what is anticipated to be speedy signature. The legislation is intended to improve the ability of emerging growth companies to access capital by relaxing certain rules in private offerings as well as in the period following a company’s initial public offering.  Read the details in this summary by our colleagues Christopher C. Paci, Edward Batts, Ann Lawrence,
Continue Reading JOBS Act Passes House – to President Next

Megan Muir.jpgCONTRIBUTED BY
Megan Muir

Yesterday (March 22), the Senate passed the Jumpstart Our Business Startups Act (JOBS Act), which could make it easier for startups and other small businesses to raise capital.  The bill now goes back to the House, which passed a similar bill two weeks ago, for the reconciliation process, which may occur as early as next week.  Some of the proposed changes to federal securities laws in the bill would:

  • Exempt, for up to five years, “emerging growth companies” (those with under $1 billion in annual gross


Continue Reading Senate Passes JOBS Act