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New EDGAR Form Coming for Disclosing Sanction Violations

Joe Mont | December 26, 2012

A new EDGAR form, called IRANNOTICE, will be introduced by the Securities and Exchange Commission on Jan. 14 to satisfy reporting requirements mandated by the Iran Threat Reduction and Syria Human Rights Act of 2012.

Signed into law by President Barack Obama in August, the Act extends existing sanctions against Iran and Syria to foreign subsidiaries owned or controlled by U.S. companies and establishes civil penalties. Section 219 of the Act also amends Section 13 of the Exchange Act to add new subsection (r), which requires disclosure if an entity or its affiliates knowingly engaged in forbidden activities.

Among the activities requiring disclosure under Section 13(r) are knowingly exporting or transferring any goods, services, or technologies that could contribute to Iran's ability to acquire or develop advanced conventional weapons or weapons of mass destruction. Also prohibited, and requiring disclosure, is providing materials, technology or services that benefit Iranian production of petroleum and related products, or can be tied to human rights abuses.

These disclosures will be required in Form 10-Ks, Form 10-Qs, and, for foreign private issuers, Form 20-Fs due after February 6, 2013. The new Section 13(r) also requires an issuer to concurrently file a notice with the SEC a notice that indicates such a disclosure has been made.

A statement issued by the SEC's Division of Corporation Finance last week said staff is in the process of modifying EDGAR to accommodate the filing of these notices. Issuers will need to prepare a separate document that includes the information required by the statute, convert it to ASCII or HTML as instructed by the EDGAR Filer Manual, and submit it using the new IRANNOTICE EDGAR form type. EDGAR will receive and disseminate these notices in the same way it does the concurrently filed annual or quarterly reports. The notices will appear with the issuer's filing history on EDGAR and will be searchable.