Iran-Related Activities Disclosure

Topical Index

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

Posted 12/12/12

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

Davis Polk
Sullivan and Cromwell
Shearman and Sterling

Posted 9/18/2012

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
Davis Polk
Dorsey & Whitney