SEC Adopts Rules Implementing Dodd-Frank Disclosure Requirements For Payments By Resource Extraction Issuers

On August 22, 2012, the Securities and Exchange Commission (SEC) adopted long-awaited and highly debated rules that require each "resource extraction issuer" to disclose in a new report on Form SD information relating to any "payment" made by the issuer, its subsidiaries or entities it controls to a "foreign government" or the U.S. Federal government for the purpose of the "commercial development of oil, natural gas or minerals."¹ The final rules are substantially similar to the proposed rules.² The rules implement the provisions of Section 13(q) of the Securities Exchange Act of 1934 (Exchange Act), which was added by Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.