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SEC (Securities and Exchange Commission) Issues Partial Stay of Conflict Minerals Rule

The Securities and Exchange Commission (SEC) issued a partial stay of its conflict minerals rule.The SEC’s order stayed the effectiveness of only those portions of Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD that would require issuers to make statements in conflict minerals reports that the U.S. Court of Appeals for the District of Columbia Circuit held would violate the First Amendment. Thus, only the requirement that issuers report in a conflict minerals report to be filed with the SEC and posted on the issuer’s publicly available website that any of their products have “not been found to be ‘DRC conflict free’” is stayed. The stay will remain in place pending conclusion of the litigation involving the rule. In addition, the order denied the motion for stay filed with the SEC by the appellants in the case before the DC Circuit Court of Appeals, who had petitioned the SEC to stay the effectiveness of the entire rule.

The SEC’s order is consistent with the recent statement published by the Director of the SEC’s Division of Corporation Finance (CorpFin) in response to the court’s ruling (Statement)2 that indicated June 2, 2014 remains the deadline for issuers to file any required Form SDs and conflict minerals reports and indicated that the CorpFin staff expects that filed Form SDs and conflict minerals reports will comply with and address those portions of the conflict minerals rule that the court upheld. The Statement also provided some guidance on the disclosure to be provided in Form SDs and conflict minerals reports in light of the court’s ruling. In fact, the SEC’s order notes that issuers seeking more detailed guidance regarding compliance with the rule should review the Statement and any additional guidance to be provided.

Although there may be additional developments regarding the rule, for the time being issuers working to finalize their Form SDs and conflict minerals reports must continue to prepare for the filing of their reports by the June 2, 2014 deadline in accordance with the guidance provided in the Statement. 


1. See SEC, Order Issuing Stay In the Matter of Exchange Act Rule 13p-1 and Form SD, Rel. No. 34-72079 (May 2, 2014), available at http://www.sec.gov/rules/other/2014/34-72079.pdf.

2. See Keith F. Higgins, Director, SEC Div. of Corp. Fin., Statement on the Effect of the Recent Court of Appeals Decision on the Conflict Minerals Rule (Apr. 29, 2014), available athttp://www.sec.gov/News/PublicStmt/Detail/PublicStmt/1370541681994.

Copyright © 2022, Hunton Andrews Kurth LLP. All Rights Reserved.National Law Review, Volume IV, Number 122
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About this Author

Dudley W. Murrey, Corporate, Securities, Attorney, Andrews Kurth, Law firm
Partner

Dudley Murrey practices in numerous areas of corporate and securities law. He represents multinational companies and others in domestic, cross-border and international corporate finance transactions, including public and private securities offerings, structured finance transactions, commercial lending arrangements, and facility and equipment financings. Dudley regularly advises clients on securities law compliance, corporate governance matters and the implications of the Dodd-Frank Wall Street Reform and Consumer Protection Act for their businesses. In addition, he represents clients in...

214-659-4530
G. Michael O'Leary, Corporate Securities Attorney, Andrews Kurth, Law firm
Partner

Mike is a member of the Policy Committee and co-chair of the Corporate/Securities practice.

Mike has an extensive corporate securities and mergers and acquisitions practice with particular emphasis on representation of issuers and underwriters in public and private offerings of equity and debt securities; representation of buyers, sellers and special committees in mergers and acquisitions (domestic and foreign) and of private equity firms investments in energy and energy infrastructure; redemptions and exchanges of corporate debt; negotiating complex partnerships and joint ventures...

713-220-4360
Eric R. Markus, Corporate, Securities Attorney, Andrews Kurth, Law firm
Partner

Eric R. Markus is a partner in the firm's Corporate/Securities practice. Eric has a broad practice that encompasses complex corporate transactions, mergers and acquisitions, securities law compliance and debtor and creditor representations in bankruptcy proceedings.

The matters on which he has counseled clients include:

  • Private and public M&A transactions, including domestic and international targets
  • Complex securities regulatory matters concerning Sections 13 and 16 of the Securities Exchange Act of 1934
  • Negotiation and documentation of joint...
202-662-4009
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