Category Archives: Regulation

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s Friday iStock_000011057325XSmalland time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: the U.S. Government’s amicus brief in Jesner v. Arab Bank; a Declaration from the Leaders of the G20; and a commitment to renew the Accord on Fire and Building Safety in Bangladesh.

  • On June 27, the U.S.…
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Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s Friday iStock_000011057325XSmalland time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: a jury verdict in the Quinteros v. DynCorp litigation; the latest GAO report on corporate conflict mineral disclosures; and a statement from the Scottish Parliament that investments agreements should only be signed after appropriate human rights due diligence.

  • On March 29,…
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The SEC and the Conflict Minerals Rule: What You Need to Know about the Latest Developments

It is clear that Michael Piwowar, Acting Chairman of the Securities Exchange Commission (“SEC”) is not a fan of the conflict minerals rule. Earlier this month, the Acting Chairman and the Division of Corporation Finance released two statements regarding rule, both of which clearly state that the regulation will not be an enforcement priority.

By way of background, the statements were published after long-running litigation regarding the conflict minerals rule finally reached a formal conclusion.… More

The Fall of Section 1504: Congress Votes to Repeal the Revenue Transparency Rule

TransparencyCongress passed a joint resolution this week expressing its disapproval of the revenue transparency rule issued last June by the Securities and Exchange Commission. The rule, issued pursuant to Section 1504 of the Dodd-Frank Act, required extractive sector companies (oil, gas, and mining) to disclose the payments that they make to governments for the commercial development of oil, gas, or minerals.

President Trump is expected to sign the joint resolution,… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s Friday iStock_000011057325XSmalland time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: expected efforts by the U.S. Congress to repeal the Securities and Exchange Commission’s revenue transparency rule; the dismissal of a case against Royal Dutch Shell in the United Kingdom stemming from the company’s activities in Nigeria; and the revival of claims against Tahoe Resources in British Columbia on the basis of the alleged shooting of protestors at a mine site in Guatemala.… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely (Special Post-Election Edition)

iStock_000011057325XSmallIt’s Friday and time for an overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post is focused entirely on responses to the recent election of Donald Trump as the next President of the United States.

This week’s post includes: the potential for changes to legislation and regulation related to the human rights impacts of business activity; private sector support for continued U.S.… More

Additional Guidance from the Securities and Exchange Commission on Pay Ratio Disclosure

HiRes (2)This post, written by Stacie Aarestad, was originally published as a client alert by the firm’s Corporate Finance & Securities practice. 

As issuers prepare for the pay ratio disclosures that will be required with respect to fiscal years beginning on or after January 1, 2017, the SEC’s Division of Corporation Finance issued new Compliance & Disclosure Interpretations (“C&DIs”) on October 18,… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

iStock_000011057325XSmallIt’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: litigation developments in cases that address the “Social Cost of Carbon,” the liability of interactive media service providers, and human trafficking in corporate supply chains; and a new global ranking of countries according to the relative risk of human trafficking and forced labor.… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

iStock_000011057325XSmallIt’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: a new lawsuit aimed at combating human trafficking in corporate supply chains; the release of the 2016 Trafficking in Persons Report by the U.S. State Department; and a change in the Reporting Requirements on Responsible Investment in Burma.

Securities and Exchange Commission Issues New Rule on Extractive Industry Transparency

TransparencyOn June 27, the Securities and Exchange Commission (“SEC”) issued a new rule requiring extractive sector companies (oil, gas, and mining) to disclose the payments that they make to governments for the commercial development of oil, gas, or minerals.

The rule was enacted pursuant to Section 1504 of the Dodd-Frank Act, which directed the SEC to issue a rule requiring extractive sector companies to disclose payments to governments,… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

iStock_000011057325XSmallIt’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: new private and public initiatives on recruitment fees, including a proposal to further amend the U.S. Government’s Federal Acquisition Regulation to provide a clear definition of such fees; the dismissal of a lawsuit brought by victims of the Rana Plaza factory collapse;… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s FridaiStock_000011057325XSmally and time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: developments on mandatory disclosure requirements in both the United States and Europe; a new report from Professor John Ruggie addressing the human rights responsibilities of FIFA; and an update from Oxfam on its “Behind the Brands” campaign.

  • On April 14,…
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FTC Announces Children’s Online Privacy Protection Settlements Based on Collection of Persistent Identifiers

This post, written by Jeremy Meisinger, was originally published on the firm’s Security, Privacy, and the Law blog.

The Children’s Online Privacy Protection Rule (“COPPA Rule”) requires website and online service operators to give notice to parents and obtain verifiable parental consent before collecting children’s “personal information” online. 16 CFR §§ 312.4, 312.5. The definition of “personal information” encompasses some obvious pieces of data – name and address,… More

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

iStock_000011057325XSmallIt’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring.

This week’s post includes: recent developments with regard to a major Alien Tort Statute case; the announcement of a pilot effort to benchmark corporate human rights performance; and a major new report demonstrating the potential links between anti-corruption compliance programs and effort to eradicate labor trafficking in corporate supply chains.… More

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exceptions of Rule 14a-8

BusinessAs we head into the 2016 proxy season, we thought it was appropriate to share this client alert, written by Dean Hanley, Paul Bork, and Jennifer Audeh, originally published late last year by the firm’s Corporate Finance & Securities practice. 

In October 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No.… More

SEC Extractive Industry Transparency Requirements Move Forward

UntitledOn December 11, 2015, the Securities and Exchange Commission (“SEC”) issued a new proposed rule to implement a key provision of the Dodd-Frank Act that targets corruption and increases transparency requirements for payments made to foreign governments by the oil, gas, and mining industries.

The SEC voted to re-propose rule 13q-1 and proposed an amended form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.… More

World Exchanges Encouraged to Report Indicators of Long-Term Sustainability

iStock_000008840900XSmallOn November 4th, the World Federation of Exchanges (WFE) released a set of 34 sustainability measures that include environmental, social and governance indicators. WFE recommends that its member exchanges implement these indicators into the disclosure requirements for listed companies.

The WFE is an industry trade organization made up of 99 organizational members, including 64 regulated exchanges (such as NASDAQ and NYSE) across the globe.… More

Securities and Exchange Commission Sets Schedule for Rulemaking on Revenue Transparency

TransparencyOn October 2, the Securities and Exchange Commission (“SEC”) filed a schedule with the U.S. District Court for the District of Massachusetts providing details as to when the agency will seek to issue a final rule on revenue transparency.

As discussed in previous posts, the SEC originally issued a rule in August 2012 implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.… More

Five on Friday: Five Recent Developments that We’ve Been Watching Closely

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There continue to be regular developments in the business and human rights field that warrant attention from both companies and their stakeholders. New legislation and regulation, shifting policy positions, and developments in ongoing litigation…there is always a lot to discuss.

To conclude this week, we have put together a rundown of five recent developments that we’ve been watching closely:

  • On September 2,…
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National Labor Relations Board Issues Controversial Decision Regarding Who is a Joint Employer

ConferenceThis post, written by Rob Fisher, was originally published as a client alert by the firm’s Labor & Employment practice. 

One of the most fundamental concepts under federal labor law is identifying who is the employer. Under the National Labor Relations Act, “the employer” has a duty to bargain with the union representing its employees, is bound by the collective bargaining agreement,… More

Securities and Exchange Commission Adopts Pay Ratio Disclosure Rule

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This post, written by Dean Hanley and Paul Bork, was originally published as a client alert by the firm’s Corporate Finance & Securities practice. 

Introduction

On August 5, the SEC, by a 3 to 2 vote, adopted the controversial “pay ratio rule,” which requires public companies to disclose the ratio of the annual total compensation of the chief executive officer (CEO) to the median of the annual total compensation of the company’s employees.… More

G7 Leaders Issue Declaration Supporting Private Sector Implementation of Human Rights Due Diligence

Picture1At the conclusion of the G7 Summit held on June 7 and 8, the assembled leaders released a declaration endorsing the U.N. Guiding Principles on Business and Human Rights. Specifically, leaders of the United States, the United Kingdom, Canada, France, Germany, Italy, and Japan stated that

We strongly support the U.N. Guiding Principles on Business and Human Rights and welcome the efforts to set up substantive National Action Plans.… More

Frequently Asked Questions on the U.S. Government’s National Action Plan on Responsible Business Conduct

Global BusinessOn February 12, the U.S. Department of State released a set of “Frequently Asked Questions” (“FAQs”) with regard to the U.S. Government’s efforts to develop a National Action Plan on Responsible Business Conduct. The plan is expected to be released by the end of this year.

As announced in September, the U.S. Government is working on a National Action Plan “to promote and incentivize responsible business conduct,… More

International Migrants Day and Operating with Respect for the Rights of Migrant Workers

iStock_000000907516XSmall(2)December 18 is International Migrants Day.  Companies in a wide variety of industry sectors must address the human rights-related risks specific to employing migrant workers. These workers are especially vulnerable to human rights abuses, including poor working conditions, discriminatory treatment, physical abuse, and forced labor.

Current guidance for companies seeking to understand and address risks to migrant workers includes the Dhaka Principles for Migration with Dignity.… More

United States to Develop National Action Plan on Responsible Business Conduct

Global BusinessOn September 24, at a meeting of the Open Government Partnership at the United Nations, President Obama announced that the U.S. Government would develop a national action plan to promote responsible business conduct. The United States had been under considerable pressure from civil society organizations and others to develop such a plan.

Specifically, and as stated in a fact sheet released by the White House:

The United States will develop a National Action Plan to promote and incentivize responsible business conduct,… More

President Obama Issues New Executive Order on Fair Pay and Safe Workplaces

Workplace SafetyOn July 31, President Obama issued an Executive Order requiring federal contractors to disclose past labor violations. The order applies to new contracts for goods and services, including construction, valued at more than $500,000.

Contractors subject to the new order must disclose any “administrative merits determination, arbitral award or decision, or civil judgment, as defined in guidance issued by the Department of Labor”… More

Protecting the Rights of LGBT Employees in the United States and Abroad

Gay Flag Circle Striped StickerOn July 21, President Obama issued an Executive Order prohibiting federal government contractors from discriminating against lesbian, gay, bisexual, and transgender (“LGBT”) employees. The President directed the U.S. Department of Labor to propose implementing regulations within 90 days.

The order amends Executive Order 11246, originally issued by President Johnson, which prohibits federal contractors from discriminating “against any employee or applicant for employment because of race,… More

Transparency and Human Trafficking: Is Your Company Prepared?

iStock_000030023406SmallCompanies increasingly face expectations that they will “know and show” that they are taking appropriate steps to manage the human rights impacts associated with their business activities. New transparency requirements on issues ranging from conflict minerals to investments in Burma reflect this trend.

With respect to human trafficking, existing statutes such as the California Transparency in Supply Chains Act and proposed statutes such as the Business Supply Chain Transparency on Trafficking and Slavery Act require companies to report on their efforts to conduct due diligence on their supply chains in order to identify the risks of human trafficking.… More

D.C. Circuit Largely Upholds SEC’s Conflict Minerals Rule But Supports First Amendment Challenge

iStock_000013609814XSmall-e1374781449214On April 14, the D.C. Circuit Court of Appeals issued an opinion in National Association of Manufacturers v. SEC, a case that sought to challenge the conflict minerals rule released by the Securities and Exchange Commission (“SEC”) in August 2012.

The Court largely rejected the plaintiffs’ challenges, holding that the SEC did not act arbitrarily or capriciously in adopting the due diligence and disclosure requirements of the rule and in deciding not to include a de minimis exception.… More

U.S. District Court Upholds the Conflict Minerals Rule

Gold NuggetOn July 23, the District Court for the District of Columbia rejected a challenge to the conflict minerals rule adopted by the Securities and Exchange Commission in August 2012 and published in September 2012.  Plaintiffs seeking a review of the rule included the National Association of Manufacturers, the Chamber of Commerce, and the Business Roundtable.

Plaintiffs had challenged the rule under the Administrative Procedure Act (“APA”),… More

Mandatory Payment Disclosure: Bloodied but Unbowed

TransparencyOn July 2, the U.S. District Court for the District of Columbia vacated the rule implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and remanded it to the Securities and Exchange Commission (“SEC”) for further consideration. Section 1504 requires Securities and Exchange Commission issuers involved in the extraction of oil, gas, and minerals to report on their payments to foreign governments and the U.S.… More

The Transparency Agenda: Section 1504 and Beyond

A number of significant briefs were filed recently with the U.S. Court of Appeals for the D.C. Circuit in support of Section 1504 of the Dodd-Frank Act, which requires oil, gas, and mining issuers to report on their payments to governments.

On January 16, Oxfam filed an intervenor brief in the case that the American Petroleum Institute (“API”) and others have brought against the Securities and Exchange Commission (“SEC”) to block its final rule. … More

Looking Ahead: Five Developments We’ll be Watching in 2013

As memories of New Year’s Eve fade, and another Inauguration Day winds down in Washington, D.C., it’s time to look ahead and identify key events and emerging trends that we think will help shape the business and human rights agenda in 2013.

Here are five developments that we’ll be watching closely:

Further integration of human rights considerations into business management systems. Eighteen months after the release of the U.N.… More

SEC Files Brief in Lawsuit Challenging Extractive Industry Transparency Rule

On January 2, the Securities and Exchange Commission (“SEC”) filed its brief (.pdf) in the lawsuit brought by the U.S. Chamber of Commerce, the American Petroleum Institute (“API”), the National Foreign Trade Council, and the International Petroleum Association of America that seeks to alter or overturn the SEC’s final extractive industry transparency rule.

The petitioners’ lawsuit made several key arguments,… More

John Ruggie Gives Opening Address at U.N. Forum on Business and Human Rights

On December 4 and 5, more than 1,000 participants from 85 countries gathered for the first U.N. Forum on Business and Human Rights in Geneva, Switzerland. The Forum focused on “trends and challenges” in the implementation of the U.N. Guiding Principles on Business and Human Rights (the “Guiding Principles”), which were formally endorsed by the U.N. Human Rights Council in June 2011. The Forum includes discussions of a broad set of key issues in the business and human rights space,… More

Petitioners Challenging Conflict Minerals Rule File Preliminary Statement of Issues and Proposed Briefing Schedule

On November 21, petitioners challenging the SEC’s new conflict minerals rule filed a “Preliminary Statement of Issues” with the D.C. Circuit Court of Appeals, setting forth an overview of the challenges they intend to raise in further briefing.

As discussed in an earlier post, on October 19, the U.S. Chamber of Commerce, the National Association of Manufacturers, and the Business Roundtable filed a petition seeking review of the conflict minerals rule,… More

SEC Rejects Request to Stay New Extractive Industry Transparency Rule

On November 8, the Securities and Exchange Commission (“SEC”) rejected a request by industry groups to stay new regulations requiring disclosure of payments to governments relating to oil, gas, and mining projects. The American Petroleum Institute, U.S. Chamber of Commerce, and other groups in the extractive sector had urged the SEC to stay the requirements while the groups’ litigation against the rules proceeds.… More

Business Groups File Petition for Review of the SEC’s Conflict Minerals Rule

On October 19, the U.S. Chamber of Commerce, the National Association of Manufacturers, and the Business Roundtable filed a petition seeking review of the Securities and Exchange Commission’s final conflict minerals rule, as released on August 22. Earlier today, the U.S. Court of Appeals for the District of Columbia issued an initial order establishing a preliminary schedule for the submission of documents by both the petitioners and the SEC.… More

Human Rights Due Diligence – An Emerging Requirement in State and Federal Legislation

Two years ago, in October 2010, I published a post, Human Rights Due Diligence and the Corporate Lawyer, that addressed the need for corporate counsel to assess stakeholder expectations that companies should be accountable for identifying, and taking action to mitigate, the adverse human rights impacts of their operations. At the time, the expectation that companies should conduct human right due diligence had been put forward as a fundamental component of the “Protect,… More

SEC Issues Final Rule on Extractive Industry Transparency

Magnifier over FiguresOn August 22, the Securities and Exchange Commission (“SEC”) voted two to one in favor of a final rule implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Commissioners Schapiro and Paredes were recused from the vote. A copy of the final rule is available here (.pdf).

As discussed in previous posts, Section 1504 directs the SEC to issue rules requiring extractive companies (oil,… More

SEC Issues Long-Delayed Rule on Conflict Minerals

iStock_000008911157XSmall(2)Earlier today, at an open hearing, the Securities and Exchange Commission (‘SEC”) voted in favor of a final rule on conflict minerals. A copy of the final rule is available here (.pdf).

As discussed in previous posts, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act directed the SEC to issue a rule defining specific disclosure requirements for issuers for which conflict minerals are “necessary to the functionality or production of a product” manufactured,… More

Implications of Counterterrorism Measures for Companies Operating in Armed Conflict Situations

U.S. domestic counterterrorism measures are a critical component of the U.S. national security framework. Since the U.S. Supreme Court’s June 2010 decision in Holder v. Humanitarian Law Project, there has been renewed debate about the scope and impact of various U.S. measures including the Material Support Statute (18 U.S.C. § 2339B) and Executive Orders pursuant to the International Emergency Economic Powers Act (IEEPA) (50 U.S.C.… More

FTC Releases Final Report: “Protecting Consumer Privacy in an Era of Rapid Change: Recommendations for Businesses and Policymakers”

This post, written by Colin J. Zick, was originally posted on Foley Hoag’s Security, Privacy and the Law blog.

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FTC has released the final version of its original 2010 Report "Protecting Consumer Privacy in an Era of Rapid Change: Recommendations for Businesses and Policymakers."… More

The Conflict Minerals Rule – Phantom or Final?

A recent letter from Senator Patrick Leahy (D-VT) created expectations that the U.S. Securities and Exchange Commission (“SEC”) had drafted and circulated its long-awaited final rule on conflict minerals. These expectations now seem to have been premature.

In mid-February, Senator Leahy and other co-sponsors of the conflict minerals provision — Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act — sent a letter to the SEC (.pdf) that was interpreted to imply that the SEC had drafted a final rule and shared it with lawmakers,… More

The SEC’s Delayed Rule-Making and Implications for Corporate Conflict Minerals Reports

This post, authored by Sarah A. Altschuller and Gwendolyn W. Jaramillo, was originally published, in excerpted form, by The Elm Consulting Group.

The U.S. Securities and Exchange Commission (“SEC”) failed to issue a final rule on conflict minerals regulations before the end of 2011, and companies still await clear guidance on the scope of Section 1502 and the nature of the relevant reporting requirements.… More

H.R. 2759: New Federal Bill Would Require Companies to Disclose Efforts to Address Human Rights Risks in their Supply Chains

On August 1, Rep. Carolyn Maloney (D-NY) introduced H.R. 2759, the Business Transparency on Trafficking and Slavery Act (.pdf), a bill modeled after the California Transparency in Supply Chains Act.  The bill would require companies to disclose efforts to identify and address the risks of human trafficking, forced labor, slavery, and the worst forms of child labor in their supply chains. 

The requirements of the California statute,… More

D.C. Circuit Vacates Proxy Access Rule

On July 22, the D.C. Circuit Court of Appeals vacated Exchange Act Rule 14a-11, the proxy access rule that was approved by the Securities and Exchange Commission ("SEC") in August 2010. The rule sought to provide certain shareholders with the right to nominate corporate directors and have those nominations appear in corporate proxy statements. The rule was originally expected to be effective in November 2010, but it was stayed pending a request for judicial review by the U.S. Chamber of Commerce and the Business Roundtable.… More

Conflict Minerals: SEC Delays Federal Rules and California Senate Passes New Bill

The Securities and Exchange Commission ("SEC") has delayed the release of final rules applicable to companies that source "conflict minerals" from the Democratic Republic of Congo ("DRC") and adjoining countries. Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires companies that utilize tin, tungsten, tantalum, and gold to conduct and disclose due diligence on their supply chains in order to identify whether the sourcing of these minerals is supporting the ongoing conflict in the Democratic Republic of Congo.… More

Corporate Social Responsibility and Risk Management – New Article in Executive Counsel Magazine

Gare Smith and I recently co-authored an article on corporate social responsibility ("CSR") and risk management for Executive Counsel magazine. In the article, "Making Corporate Social Responsibility Systemic," one issue we discuss is the potential risk to companies that "claim to have embraced CSR and then simply point to glossy reports reflecting anecdotal philanthropic initiatives to demonstrate the degree of their commitment." We believe that

such companies fail to develop the internal policies and mechanisms necessary to ensure that the correct people,… More

Podcast on Recent Legal Developments in the Field of Corporate Social Responsibility

Last week, Sarah Altschuller was interviewed on Capital Thinking, an internet radio program on VoiceAmerica Business Network. During the interview, she addressed several recent legal developments in the field of corporate social responsibility, including the Dodd-Frank provisions on conflict minerals and disclosure of payments to governments, as well as the California Transparency in Supply Chains Act.… More

Conflict Minerals and Payments to Governments: SEC Extends Time Period for Comments on Proposed Rules

The Securities and Exchange Commission ("SEC") has extended the time period for comments on proposed rules issued pursuant to Section 1502 (conflict minerals) and Section 1504 (disclosure of payments to governments) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The proposed rules are now open for comment until March 2, 2011.

The extension applies to rules proposed pursuant to:

CSR and the Law: Five Big Developments in 2010

Looking back at 2010, there have been a number of significant legal developments in the field of corporate social responsibility.  New federal and state statutes have imposed due diligence requirements on companies with the specific intent of addressing human rights concerns, ranging from forced labor to the ongoing conflict in the Democratic Republic of Congo.  Courts continue to grapple with the potential scope of corporate liability under the Alien Tort Statute (“ATS”). … More

When Creepy is the New Cool: The Internet, Consumer Privacy, and Human Rights

Foley Hoag’s Emerging Enterprise Center blog has recently published several posts on a preliminary staff report, recently released by the Federal Trade Commission (“FTC”), which sets out a proposed framework for protecting privacy in the digital economy.  Specifically, the report endorses the implementation of a “Do Not Track” mechanism to allow consumers to choose whether to allow the collection of data regarding their online activities.… More

SEC Issues Proposed Rules on Conflict Minerals and Disclosure of Payments to Governments

Yesterday, the Securities and Exchange Commission (“SEC”) posted proposed rules pursuant to Section 1502 (conflict minerals) and Section 1504 (disclosure of payments to governments) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

The proposed rules are open for comment until January 31, 2011.  Final rules will be issued no later than April 15, 2011.

We will be providing further analysis of both of these proposed rules. … More

Securities and Exchange Commission Grants Stay of Proxy Access Rules

On October 4, the Securities and Exchange Commission ("SEC") granted a stay of the new proxy access rules that are intended to allow certain shareholders to: (1) nominate directors and have those nominations included in corporate proxy materials; and (2) propose amendments to corporate procedural requirements for shareholder director nominations.  The proxy access rules, adopted in August, had been scheduled to go into effect on November 15, 2010.  A request for a stay was filed by the U.S. Chamber of Commerce and the Business Roundtable after these organizations sought judicial review of the rules before the D.C.… More

Securities and Exchange Commission Publishes New Proxy Access Rule in Federal Register

The Securities and Exchange Commission ("SEC") published Rule 14a-11 today in the Federal Register (.pdf).  As discussed in our September 7 post below, this Rule provides for proxy access to certain long-term shareholders, including socially responsible investment funds and pension funds.  The rule is effective 60 days after being published in the Federal Register, or November 15, 2010.

Taking into account the uniform 120 day advanced notice deadline,… More

Conflict Minerals and the New Financial Reform Legislation

The Dodd-Frank Wall Street Reform and Consumer Protection Act (.pdf), signed into law by President Obama on July 21, contains provisions requiring publicly traded companies that utilize certain "conflict minerals" to report regarding whether their products are “conflict free” – meaning that they should report on any due diligence steps taken to demonstrate that their products are not fueling conflict in the Democratic Republic of Congo ("DRC"). The legislation does not prohibit companies from using minerals from conflict areas. Rather,… More

Extractive Industry Transparency and the New Financial Reform Legislation

The Dodd-Frank Wall Street Reform and Consumer Protection Act (.pdf), signed into law by President Obama on July 21, contains broad-reaching transparency provisions requiring oil, gas, mining, and other extractive industry companies to report their payments to governments to the Securities Exchange Commission (“SEC”).

The premise of the bill is that transparency, in the long run, supports human rights, and helps limit corruption in countries where few benefits from mineral wealth typically reach the general population.… More