September 8, 2015

SEC Ordered to Revise Resource Extraction Issuer Disclosure Rules

Last week, Judge Denise Casper of the U.S. District Court for the District of Massachusetts ordered the SEC to file an expedited schedule for promulgating final rules regarding disclosure of payments by resource extraction issuers. The SEC has 30 days to file this expedited schedule. The order indicates that the court will retain jurisdiction to monitor the schedule and to ensure compliance.

As you may recall, the SEC’s original attempt at writing rules to comply with the Dodd-Frank Act’s resource extraction issuer disclosure directive was vacated in 2013 by the U.S. District Court for the District of Columbia Circuit. That court had remanded the matter to the SEC to fix the defective parts of the rules, but the SEC did not propose any revisions to the rules. In light of the delay, Oxfam America filed the present lawsuit in an effort to compel SEC action on the rulemaking. Now we have something new in the ongoing battle that is Dodd-Frank – real-time, court-monitored SEC rulemaking.

NYSE Amends Rule for Release of Material Information

Also last week, the NYSE filed a rule proposal to expand the pre-market hours during which listed companies must notify the NYSE prior to the dissemination of material news, and to provide the exchange with the authority to halt trading in pre-market hours under certain circumstances. The NYSE believes the rule changes are necessary to facilitate and orderly opening when a listed company is releasing news prior to NYSE’s scheduled market hours.

The amendments to the Listed Company Manual were effective upon filing with the SEC under a process for approving “non-controversial” rule changes set forth in the Securities Exchange Act of 1934 and will become operational on September 26, 2015 (unless the SEC designates an earlier date). As part of this process, the amendments are currently subject to a public comment period, and the SEC may temporarily suspend them within 60 days of the filing if it believes that doing so is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the statute. See more in this Gibson Dunn blog.

– Dave Lynn