Conflict Minerals Disclosures Due May 31, 2022

Skadden Publication

Brian V. Breheny Raquel Fox Marc S. Gerber Andrew J. Brady Ryan J. Adams Caroline S. Kim James Rapp Leo W. Chomiak Jeongu Gim Khadija L. Messina

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2022.

The conflict minerals disclosure rules and related guidance have remained at a practical standstill for the past few years following legal challenges to the rules and a remand to the SEC for further action. As a result, there have been no notable regulatory updates since the April 2017 no-action relief statement by the SEC’s Division of Corporation Finance. In that statement, the division indicated it would not recommend enforcement action against companies for not complying with the requirements of Form SD to conduct due diligence and file a “conflict minerals report,” although it would expect companies with conflict minerals in their supply chains to file a Form SD. (See our April 11, 2017, client alert “SEC Staff Provides Relief From Conflict Minerals Rule.”)

Even though the no-action relief remains in effect, many companies have nevertheless continued to conduct due diligence and file full conflict minerals reports with the SEC, given already implemented diligence processes, existing contractual obligations and the expectations of interested stakeholders. In addition, as noted above subject companies are not relieved from their obligation to file a Form SD by the April 2017 no-action relief statement.

For additional information concerning the conflict minerals rules, please see our other client alerts:

Companies and their advisors with questions regarding conflict mineral reporting requirements should contact outside counsel.

This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.