Next Monday, June 2nd is the deadline for all companies subject to the SEC’s conflict minerals rule to file their Form SD and, if necessary, their conflict mineral report. We surveyed the filings made through May 28 and this blog highlights some of the good examples, and some less than optimal disclosure. A number of filings were made early today after our review, but if you are not one of the early filers, we hope you find our analysis helpful.
D.C. Circuit Finds Conflicts Minerals Rules’ Disclosure Requirement Unconstitutional; Affirms District Court’s Decisions on De Minimis Exception, Scope of Application, and Due-Diligence Trigger
Yesterday a panel of the D.C. Circuit Court of Appeals held the Conflict Minerals Rules’ requirement that a company that issues stock disclose if its products are not “DRC conflict free” violated the First Amendment.
In an effort to de-finance parties engaged in violence and human-rights abuses related to the extraction of gold, tantalum, tin, and tungsten—so-called “conflict minerals”—from Democratic Republic of the Congo, Congress, through rules promulgated by the Securities Exchange Commission, required companies to disclose not “DRC conflict free” in reports filed with the SEC and on the company’s website if they determine upon due diligence that their products contain such minerals. On appeal of the district court’s ruling in National Association of Manufacturers v. Securities and Exchange Comm’n upholding the law, the Association challenged the SEC’s disclosure requirement as unconstitutionally compelling speech in violation of the First Amendment.