Welcome a New Type of SEC Filing – IRANNOTICE

Yesterday, the SEC announced that the Notice required by the Iran Threat Reduction and Syria Human Rights Act of 2012 (Act), which was signed into law on August 10, 2012, should be filed on EDGAR.  This new EDGAR form is called IRANNOTICE, and it will be publicly available on EDGAR upon filing with the SEC.  The SEC expects this EDGAR form to be released on January 14, 2013.

Section 219 of the Act added a new subsection (r) to Section 13 of the Securities Exchange Act of 1934 to require an issuer that files Exchange Act periodic reports under Section 13(a) of the Exchange Act to disclose in its annual or quarterly report whether during the period covered by the report the issuer or any of its affiliates knowingly engaged in certain specified activities, including contacts with or support for Iran.  Section 13(r) also requires an issuer that describes such activity in a periodic report to concurrently file with the SEC a notice, designated as IRANNOTICE by the SEC, that identifies the issuer and indicates that disclosure of the activity was included in its periodic report.


SEC Issues FAQ’s on Disclosure of Activities Relating to Iran

In August 2012, the Iran Threat Reduction and Syria Human Rights Act of 2012 became law.  Among other things, Section 219 of the Act added Section 13(r) to the Securities Exchange Act of 1934.  Section 13(r) requires companies that file periodic reports under Section 13(a) of the Exchange Act to disclose in their quarterly and annual reports certain information related to activities that they or any of their affiliates knowingly engaged in involving Iran.  Generally, the activities for which disclosure is required are defined by various laws and executive orders that already exist and govern activities relating to Iran.  Importantly, Section 219 does not require the SEC to promulgate any rules.  Thus, reporting companies will have to comply with the disclosure requirements with respect to periodic reports required to be filed after February 6, 2013.    

To provide reporting companies assistance in interpreting and complying with new Section 13(r), on December 4, 2012, the SEC released seven new FAQs discussing the additional disclosure requirements.  Among other things, the FAQs affirm that activities covered by Section 13(r) that occurred during the fiscal year covered by an annual report must be reported in such annual report even if the activities occurred prior to August 10, 2012, the date the Act became law.  In addition, the SEC confirmed that reporting companies should look to the definition of “affiliate” in Exchange Act 12b-2 when interpreting Section 13(r).