Eight law firms have jointly issued a consensus report with their views on how companies should comply with a new law requiring issuers to disclose their Iran-related activities in quarterly and annual periodic filings.
The new disclosure requirements are mandated by the 2012 Iran Threat Reduction and Syria Human Rights Act, which was signed into law in August (156 SLD, 8/14/12).
In the Feb. 7 report, the firms say that although the Securities and Exchange Commission staff has issued helpful guidance on the requirements (233 SLD, 12/5/12), “many questions remain.” The report presents, in a question and answer format, “the consensus views of the undersigned law firms” to some of those questions.
The firms responded to questions such as whether the definition of “affiliate” in the new Rule 12b-2 under the 1934 Securities Exchange Act includes “natural persons.” The firms answered that the definition does include “natural persons,” such as board members and senior executive officers. The inclusion of such individuals “might lead issuers to include additional questions in annual [director and officer] questionnaires or other reasonable steps appropriate to the circumstances,” the firms said.
Among other questions, the firms also agreed that there is no de minimis exception or materiality threshold to the new disclosure requirements.
The law firms are: Gibson Dunn & Crutcher LLP; Hogan Lovells US LLP; Latham & Watkins LLP; Mayer Brown LLP; Morrison & Foerster LLP; O'Melveny & Myers LLP; Skadden, Arps, Slate, Meagher & Flom LLP; and Weil, Gotshal & Manges LLP.
The firms' consensus report is available at http://www.gibsondunn.com/publications/Documents/Section-13r-of-the-Securities-Exchange-Act-of-1934.pdf.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to firstname.lastname@example.org.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to email@example.com.
Put me on standing order
Notify me when new releases are available (no standing order will be created)