It’s Been a Long Time Coming: First Filings under the SEC’s Resource Extraction Payment Disclosure Rule Due in September

“Resource extraction issuers” with a December 31 fiscal year-end will have to make their first disclosures under the U.S. Securities and Exchange Commission’s resource extraction payment disclosure rule this September.

The first required disclosures under the rule by any issuer, it’s the culmination of a long journey, including more than a dozen years, three different sets of rules adopted by the SEC and a lot of litigation. The rule was required to be adopted by the SEC under the 2010 Dodd-Frank Act. The stated intent of this particular Dodd-Frank mandate is to help combat global corruption and empower citizens of resource-rich countries to hold their governments accountable for the wealth generated by those resources, by making resource extraction payments more transparent.

New Rule 13q-1 under the Exchange Act and related amendments to Form SD will require public companies to annually report on payments made to foreign governments and the U.S. Federal government relating to the commercial development of oil, natural gas and minerals. The rule is generally aligned with resource extraction payment disclosure requirements adopted by Canada, Norway, the UK and the EU.

Under the rule, reports are due under cover of Form SD 270 days after fiscal year-end. This year, that is September 26 for a calendar year issuer (although in a discrepancy from the rule, the SEC’s adopting release states that the first reports for these issuers will be due September 30).

For a detailed discussion of the rule and suggested action items for subject issuers, see our earlier Alert here.

About Our Practice

Ropes & Gray has a leading ESG, CSR and business and human rights compliance practice. We offer clients a comprehensive approach in these subject areas through a global team with members in the United States, Europe and Asia. Senior members of the practice have advised on these matters for more than 30 years, enabling us to provide a long-term perspective and depth and breadth of experience that few firms can match. For further information on the practice, click here.

Subscribe to Ropes & Gray Viewpoints by topic here.