June 17, 2016

Looming Death of Guide 7! SEC Proposes Update for Mining Companies

Yesterday, the SEC proposed rules – in this 296-page proposing release – to modernize the disclosure requirements for mining companies by killing Industry Guide 7 – and updating Item 102 of Regulation S-K to include all mining disclosure requirements in one S-K subpart. As noted in this press release, the proposal would:

– Provide one standard requiring registrants to disclose mining operations that are material to the company’s business or financial condition
– Require a registrant to disclose mineral resources and material exploration results in addition to its mineral reserves
– Permit disclosure of mineral reserves to be based on a preliminary feasibility study or a final feasibility study
– Provide updated definitions of mineral reserves and mineral resources
– Require, in tabular format, summary disclosure for a registrant’s mining operations as a whole as well as more detailed disclosure for material individual properties
– Require that every disclosure of mineral resources, mineral reserves and material exploration results reported in a registrant’s filed registration statements and reports be based on, and accurately reflect information and supporting documentation prepared by, a “qualified person”
– Require a registrant to obtain a technical report summary from the qualified person, which identifies and summarizes for each material property the information reviewed and conclusions reached by the qualified person about the registrant’s exploration results, mineral resources or mineral reserves

House Committee Passes Proxy Advisor Reform & Garrett Bill

As noted in this MoFo blog, the House Financial Services Committee passed a dozen bills yesterday – including the one on proxy advisor reform (“Corporate Governance Reform and Transparency Act of 2016”) and the Garrett bill (“SEC Regulatory Accountability Act”) that I bashed two days ago. See this CII press release

For those that want to regulate proxy advisors out of business, be careful what you wish for

Conflict Minerals: EU “Political Understanding” Reached

As noted in this Elm Sustainability Partners piece, the European Commission announced two days ago that a “political understanding” has been reached on the European conflict minerals law. This means that the relevant political entities have agreed upon high level legal principles for the conflict minerals requirements for covered businesses in Europe. The technical and implementation details are to be developed in the future.

Also see this piece noting that nearly 1200 companies filed a Form SD by the June 1st deadline…

Broc Romanek