November 17, 2014

Conflict Minerals: Getting Ready for Year Two

I have calendared a webcast to help you prepare for your next Form SD. Meanwhile, enjoy this note from Elm Sustainability Partner’s Lawrence Heim:

This is an interesting time in the realm of conflict minerals. Calendar year 2014 is almost over, meaning companies need to be working on two important aspects of their program: preparing for their (or their customers’) CY2014 SEC filing and planning for CY2015 to be the year the “undeterminable” concept ends. The CY2014 filings are likely to differ from CY2013 in several respects. Among other things, we expect there to be more filings made and more Independent Private Sector Audits, or IPSAs, conducted (customer demand will likely drive this in advance of the SEC requirement).

Due to last year’s erroneous disclosure by a number of high profile companies of North Korea as a gold source, expectations of smelter/refiner due diligence are higher for both suppliers and issuers. Key aspects of CY2015 filings tied to the specific classification wording continue to in limbo pending resolution of the First Amendment challenge and SEC’s administrative action. We expect those matters to be resolved in time for the CY2015 filing, and for now recommend that companies proceed as the original disclosure requirement envisioned.

We have posted a number of studies about the first year’s Form SDs in our “Conflict Minerals” Practice Area – including this interesting one from Tulane that includes costs data. Also check out “Conflict Minerals Suppliers: To Screen or Not to Screen, That is the Question” and “Non-Metallic Conflict Minerals: Is You In Or Is You Out?“…

SEC Finds Crowdfunding Site To Be Both General Solicitation & Broker Rule Violation

In this blog, Steve Quinlivan notes that the SEC recently settled this enforcement action against a crowdfunding website because it failed to implement procedures reasonably designed to prevent U.S. persons from accessing and investing in securities through its crowdfunding website. The defendant operated a global, online, securities-based, crowdfunding platform that connects issuers with investors to raise funds in exchange for equity. Its website hosted offerings of securities from non-US based companies.

Also check out this CrowdFund Insider blog entitled “A Funny Thing Happened on the Way to the (2014 SEC Government Small Business) Forum” about the track record of the SEC implementing recommendations from its annual Small Business Forum…

November-December Issue: Deal Lawyers Print Newsletter

This November-December Issue of the Deal Lawyers print newsletter includes:

– What’s the Big Deal? Why Some Seemingly Material Acquisition Agreements Might Never See the Light of Day
– The Quest for Universal Ballots: Might Boards Benefit Too?
– Amendment to Delaware’s Statute of Limitations Rules: Drafting Tips
– The Continuing Importance of Process in Entire Fairness Review: In re Nine Systems
– Respecting Boilerplate: Scope and Communications Provisions

If you’re not yet a subscriber, try a 2015 no-risk trial to get a non-blurred version of this issue on a complimentary basis.

– Broc Romanek