SEC Reporting Companies Must Disclose Certain Iran-Related Activities

15 January 2013
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Key takeaways:

  • New Section 13(r) of the Exchange Act mandates all reporting issuers to disclose certain Iran-related business activities conducted by the issuer or any affiliate of the issuer (including directors and officers).
  • The specified activities are broadly defined and need not be directly with Iran or an Iranian person. They generally relate to Iran's energy sector, the development of weapons of mass destruction or military capabilities or human rights abuses.
  • Issuers must disclose in detail the nature and extent of the activity, the gross revenues and net profits attributable to the activity and whether the issuer or its affiliate intends to continue the activity. Upon receipt of a "Notice of Disclosure" of Iran-related activities, the SEC must transmit the periodic report to the President and the U.S. Congress and post the information on the SEC's website.
  • This new disclosure requirement is effective with respect to any annual or quarterly report required to be filed with the SEC after February 6, 2013.