Impact of COVID-19 Shut Downs on Conflict Minerals Reporting
You will recall that on March 25, 2020, to address certain challenges created by COVID-19, the Securities and Exchange Commission (SEC) issued the Order that extended the filing periods for certain public company reporting obligations under the Securities Exchange Act. The relief granted by the Order applied to specific Securities Exchange Act reporting requirements. However, Section 13(p) of the Securities Exchange Act, which requires the filing of conflict minerals disclosures on Form SD, was not covered by the Order. In response to an inquiry we made to SEC staff, we were told that the SEC was considering whether to provide that same extension for the Form SD filings.
As the COVID-19 business shut-downs continued in earnest, some companies were expressing concern that certain of their suppliers might not be able to provide responses to their conflict minerals inquiries in a timely manner. They worried that their disclosures could be less robust as a result, and they hoped that they would have more time to complete their filings. But, no extension of the conflict minerals filing deadline has been given.
It is now May 13, and we are in the midst of the SEC conflict minerals filing season. Based on our review of the filings, none of the Form SDs filed to date for calendar year 2019 refer to “COVID-19,” “coronavirus” or the “pandemic.” It is possible that the COVID-19 shut-down has impacted the quality and number of supplier responses to conflict minerals inquiries. But so far, companies have not mentioned that impact in their filings.