Friday, November 9, 2012
The SEC denied a motion submitted by the American Petroleum Institute, the U.S. Chamber of Commerce, and others, to stay the effective date of Exchange Act Rule 13q-1 and related amendments to Form SD. (Rel. 34-68197, Nov. 8, 2012)
Section 13(q) directs the Commission to “issue final rules that require each resource extraction issuer to include in an annual report of the resource extraction issuer information relating to any payment made by the resource extraction issuer, a subsidiary of the resource extraction issuer, or an entity under the control of the resource extraction issuer to a foreign government or the Federal Government for the purpose of the commercial development of oil, natural gas, or minerals[.]” The Commission adopted Rule 13q-1 and amended new Form SD to implement the Section 13(q) disclosure requirements. A resource extraction issuer must comply with the new rules and form for fiscal years ending after September 30, 2013, and each annual report will be due no later than 150 days after the end of the issuer’s most recent fiscal year. Accordingly, the first reports under Rule 13q-1 would not be due until February 28, 2014 at the earliest.
The Petroleum Institute, and others, have filed a petition for review in the D.C. courts challenging the rule and related amendments to Form SD. On Nov. 1, the D.C. court of appeals directed expedited briefing and argument. Because of this, the SEC found that movants failed to carry their burden to demonstrate imminent, irreparable harm.