Implementing the SEC’s New Rules Requiring Disclosure of the Use of Conflict Minerals & of Payment Disclosures by Resource Extraction Issuers
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission (SEC) issued final rules regarding disclosures of the use of minerals and payments made to the U.S. government or foreign governments in connection with the commercial development of oil, natural gas, or minerals. A new Form SD was also introduced in conjunction with the guidance, which will significantly change the way resource extraction issuers & Public Companies including manufacturers submit their reports and requirements. It’s important to note that this ruling affects all companies (including privately held and foreign) who may potentially have products containing conflict minerals. The rules also describes extensive due diligence requirements which will impact compliance, internal management systems, in addition to strategic marketing, public relations, and corporate social responsibility efforts.
This LIVE Webcast is a must attend for: Original Equipment Manufacturers (Public & Private), Diversified Manufacturers (component, sub-contractors, etc.), Resource Extraction Companies (companies engaged in the development of oil, natural gas, or minerals), and their Chief Financial Officers and Sales Directors, Risk Managers, Sustainability and/or Supply Chain Directors, Corporate Compliance, Consultants, Resource Extraction Industry Attorneys and CPAs, trade association representatives, and other industry watchers. Our assembled panel of thought leaders will explore the issues and concerns surrounding this change and will provide valuable information and analysis. Topics included are the following:
• How to Comply with the New Requirements
• What Information must be Disclosed and Scope of the Required Disclosures
• How and When Information Must Be Provided
• Types of Minerals/Payments That Must be Disclosed
• Filing out and Filling new Form SD/Complying with Due Diligence Requirements
• How to begin the internal process of establishing compliance systems
• What other companies/industry groups are doing already
• How to respond to public relations activities associated with the rules
• How to utilize these rules for strategic marketing and Corporate Social Responsibility efforts
Discussion will be followed by a Q&A session in which the audience will be invited to ask the speakers questions live.
Ronald J. Klein, Partner,
Holland & Knight LLP
- Conflict minerals compliance is a “Top 10 issue for 2013″ for general counsels: Understanding why and how to comply with the new requirements is a senior management issue that must be implemented thoroughly, responsibly, and effectively.
- What Information must be Disclosed and Scope of the Required Disclosures: The SEC’s rule obligates companies to understand the total chain of custody and supply-chain of minerals in their products. Understanding what the relevant players and legislators intended when drafting and implementing the rules is for the implementation of a successful compliance program.
- What other companies/industry groups are doing already: A number of industry groups and companies are setting best-practices that can help your company or association reduce compliance costs.
- How to respond to public relations activities associated with the rules: Companies will not only have to strengthen internal and B2B communications processes; but they must be able to anticipate, understand, and act-upon PR opportunities and challenges that the conflict-minerals rule may present.
- How to utilize these rules for strategic marketing and Corporate Social Responsibility efforts: New rules often require new compliance and internal systems. Companies will gain a competitive advantage by considering this an opportunity to integrate their compliance program into cross-functional marketing, sales, government relations, and CSR efforts.
Jerry J. Burgdoerfer, Partner & Co-Chair Securities,
Jenner & Block LLP
- Can a company quickly determine if it is subject to these requirements—What are the threshold questions?
- How are special situations such as acquisitions, joint ventures and other investments implicated by these requirements?
- If a company is subject to the requirements, what is the level of due diligence it must do, practically?
- If a company is subject to the requirements, are the filings burdensome?
- How can a company set up an ongoing compliance program?
Jane C. Luxton, Partner,
Pepper Hamilton LLP
- The Dodd-Frank Act SEC conflict minerals rule evolved in the context of a larger international movement focused on supply chain transparency as a tool to achieve humanitarian goals, using “name and shame” approaches to discourage human trafficking in numerous countries and violent human rights abuses in central Africa. Other countries, international regimes, and states have also moved ahead on these issues, including the European Union, Canada, and the Organisation for Economic Cooperation and Development, and it is important for businesses in a global market to understand these differing programs and obligations, some of which are still under development.
- The SEC’s final rule deliberately avoided defining some key terms, leaving “gray areas” that require interpretation. The rule’s rejection of a de minimis exemption has also made compliance more challenging.
- Compliance approaches are proliferating throughout industry sectors, and companies need to be aware of the implications of these differences for harmonization of their diligence efforts.
- As businesses trace their materials through the upstream supply chain, they may discover problems that fall under other statutory schemes, such as the Foreign Corrupt Practices Act and UK Anti-Bribery Act. These laws carry potentially significant criminal penalties, and companies must be prepared to deal appropriately with exposure risks that may emerge during the conflict minerals compliance process.
Although the rule has been challenged in court and will be reviewed on an expedited basis, businesses face competitive, customer, and legal risks if they fail to gear up now for compliance.
Who Should Attend:
- Original Equipment Manufacturers (Public & Private), Diversified Manufacturers (component, sub-contractors, etc.), Resource Extraction Companies (companies engaged in the development of oil, natural gas, or minerals), and their Chief Financial Officers and Sales Directors, Risk Managers, Sustainability and/or Supply Chain Directors, Corporate Compliance, Consultants, Resource Extraction Industry Attorneys and CPAs, trade association representatives, and other industry watchers
– Securities Lawyers
– Environmental, Social Responsibility and Product Compliance Lawyers
– Governance Lawyers
– Business Lawyers
– In-house Counsel
– Senior Executives
– CFOs of companies vending conflict minerals
– Risk Managers
– Resource Extraction issuers
– Resource Extraction Industry Attorneys and CPAs
– Trade Association representatives
– Field Auditors
– And other professionals
Ron Klein has worked in the private sector as a business and transactional attorney for over 25 years, as well as the public sector as an elected State Representative and Senator in the Florida Legislature and a member of Congress in the U.S. House of Representatives. This experience offers a distinctive combination of skill sets in having worked and advised private sector principals and management on business, legal, and political issues, as well as having served in government. Mr. Klein was a member of the House Financial Services Committee and was an active participant in the drafting, development and negotiation of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Since leaving Congress, he has worked with companies and trade organizations in analyzing regulatory, policy, compliance, and corporate challenges related to Dodd-Frank’s conflict minerals due-diligence and disclosure requirements. His relationships with legislators, key Congressional staff, federal agencies, and NGOs are useful in helping his clients evaluate and create successful strategies. Ft. Lauderdale/ Washington D.C. Phone: 954-468-7874 . Email: firstname.lastname@example.org
Ron Klein has worked in the private sector as a business and transactional attorney for over 25 years, as well …
Jerry J. Burgdoerfer is a member of Jenner & Block’s Corporate Department and also serves as Co-Chair of the Firm’s Securities Practice. He counsels clients on complex mergers, acquisitions, private equity transactions, registered spin-offs, dispositions, securities offerings and restructurings, and general corporate and business matters. Company boards and board committees seek his advice on fiduciary duty and corporate governance issues, and director and officer indemnification and advancement matters. Mr. Burgdoerfer has represented private and publicly-held concerns headquartered in the United States and abroad.
Mr. Burgdoerfer is Chair of the Firm’s Auditor Letter Review Committee and has served on the Firm’s Management Committee. He also serves on the Firm’s International, Pro Bono, and Finance Committees. Mr. Burgoerfer received his MBA and J.D., cum laude, and his B.S. from Indiana University.
Jerry J. Burgdoerfer is a member of Jenner & Block’s Corporate Department and also serves as Co-Chair of the Firm’s …
Jane C. Luxton is a partner in the Environmental and Energy Practice Group of Pepper Hamilton LLP, resident in the Washington office. She is chair of the firm’s Sustainability, CleanTech and Climate Change Team. Ms. Luxton has extensive experience in environmental regulatory and litigation matters, with an emphasis on metals production and processing, and products containing metals. Her experience includes federal and state environmental laws as well as international environmental regimes. She has advised numerous clients, as well as published and spoken widely, on the subject of conflict minerals and other supply chain issues. Prior to joining Pepper Hamilton, Ms. Luxton was general counsel of the National Oceanic and Atmospheric Administration.
Jane C. Luxton is a partner in the Environmental and Energy Practice Group of Pepper Hamilton LLP, resident in the …
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About Holland & Knight LLP
Holland & Knight is a global law firm with more than 1,000 lawyers and other professionals in 17 U.S. offices, as well as Abu Dhabi, Beijing, Bogotá and Mexico City. Our lawyers provide representation in litigation, business, real estate and governmental law. Interdisciplinary practice groups and industry-based teams provide clients with access to attorneys throughout the firm, regardless of location. www.hklaw.com
About Jenner & Block LLP
Jenner & Block (www.jenner.com) is a national law firm with approximately 450 attorneys and offices in Chicago, Los Angeles, New York and Washington, DC. Founded in 1914, Jenner & Block is known for its prominent and successful litigation practice and experience handling sophisticated and high-profile corporate transactions. Firm clients include Fortune 100 companies, large privately held corporations, financial services institutions, emerging companies, venture capital and private equity investors.
About Pepper Hamilton LLP
Pepper Hamilton LLP is a multi-practice law firm with more than 500 lawyers nationally. The firm provides corporate, litigation and regulatory legal services to leading businesses, governmental entities, nonprofit organizations and individuals throughout the nation and the world. Lawyers from the firm’s substantive practice areas and investigation counseling services group work together on behalf of clients affected by the U.S. Securities and Exchange Commission (SEC)’s recent conflict minerals rule, including manufacturers, suppliers, distributers, retailers, and industry trade associations. Our team includes lawyers with backgrounds in conflict minerals and supply chains, mining and minerals experience, SEC compliance, Foreign Corrupt Practices Act, and investigations.