SEC Provides No-Action Relief and Updated Guidance on Conflict Minerals Rule

By: Stuart H. Gelfond, Michael Chen

On April 7, 2017, the SEC's Division of Corporation Finance and Acting Chairman Michael S. Piwowar issued statements providing updated guidance regarding implementation of the Conflict Minerals rule (Section 13(p)(1) of the Securities Exchange Act and Rule 13p-1 thereunder). Importantly, the Division of Corporation Finance determined, in what is effectively a blanket “no-action letter,” that it will not recommend enforcement action if issuers subject to the Conflict Minerals rule only perform a reasonable country of origin inquiry and provide disclosure as prescribed in Item 1.01(a) and (b) of Form SD without the detailed supply chain due diligence disclosure, Conflict Minerals Report or independent private sector audit outlined in Item 1.01(c) of Form SD, notwithstanding the applicability of Item 1.01(c) to any particular issuer.

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