Resources & Good Reads
Law Firm Memo
Eight Law Firm Consensus Report, Section 13(r) of the Securities Exchange Act of 1934: Disclosure Guidance for Public Companies, February 7, 2013
News & Society Analysis
SEC Issues Guidance on New Iran Disclosure Requirements
On December 4, the SEC updated
its Compliance and Disclosure Interpretations (CD&Is) on Exchange Act Section 13(r), which requires disclosure of business activities with Iran. The interpretations cover when such disclosure is required for a calendar year end company, whether a company must disclose that it has had no such activity, and what constitutes authorization by a federal agency or department, among other things.
Law Firm Memo
Sullivan and Cromwell
Shearman and Sterling
Iran Related Sanctions Bill Signed into Law
On August 10, President Obama signed into law the "Iran Threat Reduction and Syrian Human Rights Act of 2012
" (HR 1905) which expands current sanctions under the Iran Sanctions Act of 1996 and will require disclosures by public companies that engage in prohibited activities and extends liability to parent companies for violation of sanctions by foreign subsidiaries.
Section 219 of the Act requires issuers to report on any business dealings described under the Iranian sanctions regulations, and provide detail about those transactions, including revenues and whether the company plans to continue such business. The company would also have to file a separate report with this information to the SEC, which must be sent to Congress and the President for mandatory investigation. Section 218 makes the law applicable to any US parent of a foreign subsidiary, unless such entity divests itself of the foreign subsidiary within 180 days of the enactment of the Act.
Law Firm Memos
Dorsey & Whitney