As we noted in a previous bulletin, on August 22, 2012, the United States Securities and Exchange Commission (the “SEC”) issued final rules requiring disclosure relating to “conflict minerals” contained in products that public companies manufacture or contract to manufacture and that are necessary to the functionality of those products or the production of those products. “Conflict minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite and other minerals determined by the U.S. government to be financing conflict in the Democratic Republic of Congo or adjoining countries. Affected companies will be required to report on a new Form SD by June 2, 2014. The SEC has published FAQ relating to the rule, available at http://www.sec.gov/divisions/corpfin/guidance/conflictminerals-faq.htm
The conflict minerals rule continues to be the subject of a legal challenge in the District of Columbia federal court. On April 14, 2014, the Court of Appeals for the D.C. Circuit held that certain disclosures required by the rule violated the First Amendment of the U.S. Constitution and remanded the case to the District Court for further proceedings. On April 29, 2014, the SEC issued a public statement providing guidance on compliance with the upheld portions of the rule, available here. On May 14, 2014, a motion to stay the June 2, 2014 deadline for reporting on Form SD was denied by the Court of Appeals. Therefore, subject to the guidance provided in the SEC’s public statement of April 29, 2014, we continue to advise affected companies to prepare for filing by the June 2, 2014 deadline.

If you have questions about the SEC’s rules applicable to conflict minerals disclosure, please contact your Seward & Kissel attorney.