On April 7, the Securities and Exchange Commission Division of Corporation Finance (the Division) issued a statement regarding the effect of recent judicial action with respect to the SEC’s conflict minerals rule. In its statement, the Division clarified that, in light of the uncertainty regarding the rule, subject to further review, the Division will not pursue enforcement actions against companies that do not comply with the “source and chain of custody” due diligence requirements and related disclosure in Item 1.01(c) of Form SD.
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Acting SEC Chairman Piwowar Makes Remarks at the 2017 SEC Speaks Conference, Including With Respect to “Accredited Investor” Definition
By Alyse A. Sagalchik, Mark D. Wood & Mark J. Reyes on
Posted in SEC/Corporate
Acting SEC Chairman Michael S. Piwowar spoke at the SEC Speaks Conference on February 24, offering his remarks on a variety of topics, including the SEC’s disclosure regime and “non-material” disclosure requirements (referring specifically to conflict minerals, pay ratio and resource extraction disclosure requirements) and the assessment of corporate penalties for wrongdoing, among others. Commissioner…
Acting SEC Chair Directs Staff to Reconsider Pay Ratio Disclosure Rule
By Mark J. Reyes, Mark D. Wood & Shannon M. Traylor on
Posted in Dodd-Frank Developments, SEC/Corporate
On February 6, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement soliciting public comment on “unexpected challenges” that issuers have experienced in anticipation of complying with the pay ratio disclosure rule and directing the SEC staff to reconsider the implementation of the rule. The pay ratio disclosure rule, adopted to implement Section 953(b) of the Dodd–Frank Wall Street Reform and Consumer Protection Act, will require each issuer to disclose the ratio of the compensation of its chief executive officer to the median compensation of all of its employees, as discussed in the August 7, 2015 edition of the Corporate & Financial Weekly Digest. As currently adopted, this rule will first apply with respect to compensation for the company’s first fiscal year beginning on or after January 1, 2017 (for most companies, their proxy statements for their 2018 annual shareholder meetings). Comments are being solicited for 45 days following the announcement.
Continue Reading Acting SEC Chair Directs Staff to Reconsider Pay Ratio Disclosure Rule
Acting SEC Chair Directs Staff to Reconsider Rule on Conflict Minerals
By Mark J. Reyes, Mark D. Wood & Shannon M. Traylor on
Posted in SEC/Corporate
On January 31, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement announcing that he directed the staff of the SEC to reconsider the rule on conflict minerals, including the agency’s 2014 guidance on such rule. As discussed in the August 24, 2012 edition of the Corporate & Financial Weekly Digest, the rule on conflict minerals, which was mandated by Section 1502 of the Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), implemented disclosure and reporting requirements regarding the use by issuers of conflict minerals from the Democratic Republic of the Congo and adjoining countries. Acting Chairman Piwowar commented that the disclosure requirements led to a de facto boycott of minerals from portions of Africa, as well as prohibitively high costs to legitimate mining operators, forcing them to close their mining operations. Comments on reconsideration of the rule and the 2014 guidance are being solicited for 45 days following the announcement.
Continue Reading Acting SEC Chair Directs Staff to Reconsider Rule on Conflict Minerals