Firms Issue Consensus Views on Iran Disclosures
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.