Tag Archives: SEC

Corp Fin provides relief on conflict minerals in light of final judgment in National Association of Manufacturers v. SEC

by Cydney Posner

Today, in light of the entry of final judgment by the D.C. District Court in National Association of Manufacturers v. SEC, Corp Fin issued an Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule that provides substantial relief to companies subject to the rule. You may recall that, in that case, the Court held that a part of the conflict minerals rule violated the First Amendment. Corp Fin’s Updated Statement advises that companies will not face enforcement if they perform only a reasonable country-of-origin inquiry and file only a Form SD and do not conduct detailed supply-chain due diligence or prepare and file a conflict minerals report (Item 1.01(c) of Form SD) or have an audit performed — even if they would otherwise be required to do so under the rule. In a separate Statement, Acting SEC Chair Michael Piwowar commented that the “primary function of the extensive and costly requirements for due diligence on the source and chain of custody of conflict minerals set forth in paragraph (c) of Item 1.01 of Form SD is to enable companies to make the disclosure found to be unconstitutional. In light of the foregoing regulatory uncertainties, until these issues are resolved, it is difficult to conceive of a circumstance that would counsel in favor of enforcing Item 1.01(c) of Form SD.” Continue reading

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Final judgment entered in conflict minerals case, National Association of Manufacturers v. SEC

by Cydney Posner

Today, the D.C. District Court entered final judgment in National Association of Manufacturers v. SEC, holding that Section 1502 of Dodd-Frank and Rule 13p-1 and Form SD, Conflict Minerals, violate the First Amendment to the extent that the statute and the rule require regulated entities to report to the SEC and to state on their websites that any of their products “have not been found to be ‘DRC conflict free.’”  In addition, pursuant to the APA, the Court held the rule unlawful and set it aside but only to the extent that it requires regulated entities to report to the SEC and to state on their websites that any of their products “have not been found to be ‘DRC conflict free.’” (For background on the case, see this PubCo post.) Continue reading

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Investigate Piwowar?

by Cydney Posner

Not everyone is pleased by the actions taken by Acting SEC Chair Michael Piwowar directing the SEC staff to review the conflict minerals and pay-ratio disclosure rules.  In fact, today, four Senate Democrats on the Senate Banking Committee have called for an investigation into whether he has the authority to delay or revisit those rules, which were adopted by the SEC as mandated by Congress in Dodd-Frank. Whether the Senators make any headway with the requested investigation remains to be seen. Continue reading

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Say farewell to the conflict minerals case, Nat’l Ass’n of Mfrs. v. SEC

by Cydney Posner

The parties to the conflict minerals case have filed in the D.C. District Court a “Joint Status Report,” which requests that the Court enter a final judgment in accordance with the decision of the Court of Appeals.  As a result, it will be case closed for National Association of Manufacturers v. SEC, which decided that the requirement in the conflict minerals rule to disclose whether companies’ products were “not found to be DRC conflict free” violated companies’ First Amendment rights.    Continue reading

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Exhibits just one click away! (updated)

by Cydney Posner

At an open meeting this morning, the SEC voted to adopt new rule and form amendments requiring that the exhibit index in registration statements and reports contain hyperlinks to the exhibits listed and that these filings all be made in HTML format. (The SEC also voted to propose the use of Inline XBRL for financial statement information. See this PubCo post.) Not terribly controversial, which probably explains how any action was taken at all, given that there are now only two commissioners and they have diametrically opposed views on just about everything.

This version of the post has been updated to reflect information from the SEC press release and related fact sheet and the adopting release. Continue reading

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SEC votes to propose Inline XBRL (updated)

by Cydney Posner

At an open meeting this morning, the SEC voted to propose the mandatory use of Inline XBRL (eXtensible Business Reporting Language) for financial statement information. The proposal is intended to facilitate “improvements in the quality and usefulness of XBRL data and, over time, decreas[e] filing costs by decreasing XBRL preparation costs.” In June 2016, the SEC began a voluntary program allowing companies to file structured financial statement data using Inline XBRL. (See this PubCo post.) The progress of this sample suggested that a wider use was feasible. There are now only two SEC commissioners, but they both seemed to be genuinely excited about Inline XBRL.

(This post is based on notes from the open meeting and has been updated subsequent to initial posting to reflect information from the press release and related fact sheet and from the proposing release.)

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Exhibits just one click away!

by Cydney Posner

At an open meeting this morning, the SEC voted to adopt new rule and form amendments requiring that the exhibit index in registration statements and reports contain hyperlinks to the exhibits listed and that these filings all be made in HTML format. (The SEC also voted to propose the use of Inline XBRL for financial statement information. See this PubCo post.) Not terribly controversial, which probably explains how any action was taken at all, given that there are now only two commissioners and they have diametrically opposed views on just about everything. (This post reflects notes from the open meeting, prior to issuance of the related press release and adopting release. For more detailed information, see this subsequent PubCo post.) Continue reading

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