SEC Adopts Final Rules for Extractive Issuers That Overlap with FCPA Recordkeeping Requirements

After vigorous lobbying, the SEC has voted to adopt final rules (Rules) implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), which added Section 13(q) to the Securities Exchange Act of 1934.  Deemed a victory by environmental and human rights groups, Section 1504 and the Rules take on corruption in extractive industries (gas, oil and mining) by requiring certain companies to disclose payments made to governments on a project-by-project basis.  While the FCPA’s books and records provision already requires issuers to keep records of payments to governments, the Rules require covered issuers to report payments to governments on a new form to be filed with the SEC called Form SD.

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