Conflict Minerals Disclosures Due May 31, 2016

Skadden, Arps, Slate, Meagher & Flom LLP

Brian V. Breheny Hagen J. Ganem Caroline S. Kim Emily Prezioso Walsh

Companies that are required to make conflict minerals disclosures on Form SD with the U.S. Securities and Exchange Commission (SEC) for calendar year 2015 must do so no later than Tuesday, May 31, 2016.

Although the SEC’s conflict minerals rules were subject to a legal challenge that resulted in a number of court decisions impacting the implementation of the rules, there have been no changes to the rules or the SEC staff’s guidance on the rules since 2014 that impact the required disclosures for calendar year 2015. As a result, companies required to make conflict minerals disclosures still are not:

  • obligated to label their products either as “DRC conflict free” or as having “not been found to be ‘DRC conflict free’” as originally prescribed by the rules. Nevertheless, companies continue to be required to describe their efforts to determine the source and chain of custody of the conflict minerals contained in their products, as well as their due diligence findings.
  • required to obtain an independent audit of their conflict minerals disclosures unless they voluntarily describe their products as “DRC conflict free.” The staff of the SEC’s Division of Corporation Finance confirmed this point in interim guidance (available here) issued in April 2014 and in more recent public statements.

Additional information about the requirements of Form SD and the SEC staff’s guidance related to the requirements is available here and here.

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