Conflict Minerals – Part III of III – What M&A Lawyers Should Know About the Conflict Minerals Rule

    View Authors October 2012

    On August 22, 2012, the SEC promulgated the long-awaited Conflict Minerals Rule, setting out new disclosure and reporting requirements concerning the use of certain minerals originating in several central African countries because those minerals were helping to finance extraordinary violence in the Democratic Republic of the Congo. The Rule requires any reporting company having conflict minerals that are necessary to the functionality or production of a product manufactured or contracted to be manufactured by that reporting company to file a report with the SEC on Form SD, disclosing whether those conflict minerals originated in a Covered Country, whether those conflict minerals came from recycled or scrap sources, and the activities performed to reach those conclusions.

    Squire Sanders lawyers have prepared an overview of the Rule, its key terms and requirements, and noting the M&A implications. Also included is a list of sample due diligence questions, and representations and warranties for acquisition agreements.