I recently received word from Gibson Dunn Partner and Practice Center Contributor, John Olson, that his firm, in conjunction with seven others had issued guidance on new Section 13(r) disclosures. The Eight Law Firm Consensus Report provides useful questions and answers that represent the consensus views of the firms involved. Here is a quick excerpt with background on the new disclosures:
Starting in February 2013, the Iran Threat Reduction and Syria Human Rights Act (the “Threat Reduction Act”) will impose new reporting requirements on U.S. domestic and foreign companies that are required to file reports with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). In particular, Section 219 of the Threat Reduction Act added new Section 13(r) to the Exchange Act. Under Section 13(r), Annual Reports on Form 10-K, Annual Reports on Form 20-F and Quarterly Reports on Form 10-Q filed pursuant to Exchange Act Section 13(a) must include disclosure of contracts, transactions and “dealings” with Iranian and other entities. Section 13(r) is effective beginning with reports with a due date after February 6, 2013.
For the complete report click here.