Davis Polk


Conflict Minerals Update: SEC Formally Stands by Staff Guidance

May 2, 2014

Today the SEC issued a stay of the conflict minerals rule – but the stay extends only to “the effective date for compliance with those portions of Rule 13p-1 and Form SD that would require the statements by issuers that the Court of Appeals held would violate the First Amendment.” In other words, today’s order merely formalizes the guidance issued by the SEC staff on April 29, summarized in our April 29 newsflash. To underline this point, the Commission referred companies to the April 29 staff statement “for more detailed guidance regarding compliance.”

Presumably the Commission took this step (which, unlike the April 29 staff statement, carries legal force) to undercut any attempt by the rule’s challengers to argue in federal court that a judicial stay is needed in order to prevent imminent First Amendment harm.

As we said a few days ago, stay tuned for further developments.

Please see our October 26, 2012 client memorandum, updated as of April 17, 2014, for an overview of the rule and a template Form SD.

If you have questions regarding this publication, please contact any of the lawyers listed below or your regular Davis Polk contact.

Bruce K. Dallas 650 752 2022 bruce.dallas@davispolk.com
Alan F. Denenberg 650 752 2004 alan.denenberg@davispolk.com
Joseph A. Hall 212 450 4565 joseph.hall@davispolk.com
Michael Kaplan 212 450 4111 michael.kaplan@davispolk.com
William M. Kelly 650 752 2003 william.kelly@davispolk.com
Richard J. Sandler 212 450 4224 richard.sandler@davispolk.com
Richard D. Truesdell, Jr. 212 450 4674 richard.truesdell@davispolk.com

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