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Catching Up on a Few Items From the Last Two Weeks …

The SEC’s Final Rules for Mine Safety Disclosures

On December 21, 2011, in addition to adopting final rules and amendments that conform the net worth standard under the definition of accredited investor to the requirements of Section 413(a) of the Dodd Frank Act, the Securities and Exchange Commission also adopted final rules and amendments implementing Section 1503 of the Dodd Frank Act, which addresses mine safety disclosures. The Commission’s mine safety rules and amendments are effective as of January 27, 2012, but the disclosure requirements themselves have been operative since August 20, 2010, pursuant to the provisions of the Dodd-Frank Act.

The final mine safety rules and amendments require that “operators” of “coal or other mines” (as those terms are defined in the Federal Mine Safety and Health Act of 1977 (the “Mine Act”)) disclose, on a mine-by-mine basis, information regarding:

  • violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 the Mine Act for which the operator received a citation from the Mine Safety and Health Administration (“MSHA”);
  • orders issued under Section 104(b) of the Mine Act;
  • citations and orders for unwarrantable failure to comply with mandatory health or safety standards under Section 104(b) of the Mine Act;
  • flagrant violations under Section 110(b)(2) of the Mine Act;
  • imminent danger orders issued under Section 107(a) of the Mine Act;
  • the total dollar value of proposed assessments from the MSHA under the Mine Act, regardless of whether an assessment is being challenged or appealed;
  • mining-related fatalities;
  • written notices from the MSHA of a pattern of violations, or the potential to have such a pattern, of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act; and
  • pending legal action before the Federal Mine Safety and Health Review Commission.

In addition, under the final rules an operator must file a Form 8-K whenever they receive notice from the MSHA of an imminent danger order under section 107(a) of the Mine Act, a pattern of violations under section 104(e) of the Mine Act or notice of the potential to have a pattern of such violations. The 8-K must disclose the type of notice received, the date on which it was received, and the name and location of the mine involved.

The AICPA National Conference on Current SEC and PCAOB Developments

The Division of Corporation Finance published three sets of PowerPoint slides from presentations given on December 7, 2011 at the American Institute of CPAs National Conference on Current SEC and PCAOB Developments. The presentations are entitled:

  • Current Developments in the Division of Corporation Finance (79 pages);
  • Disclosure and Financial Reporting Issues Facing Smaller Issuers (24 pages); and
  • International Reporting Issues (17 pages).

The first is fairly comprehensive for a PowerPoint and definitely worth the few minutes that it takes to flip through. If you’re a smaller reporting company I’d also take a quick look at the last ten pages of the second presentation.

The Second Meeting of the Advisory Committee on Small and Emerging Companies 

Finally, the Advisory Committee on Small and Emerging Companies will be holding its second public meeting, via teleconference, this Friday. On the agenda: general solicitation and advertising in exempt securities offerings. The Commission is soliciting comments on the subject, but they’re due by tomorrow, January 4, 2012.

Update: January 4, 2012

The Commission has published the agenda for Friday’s meeting which includes consideration of the Advisory Committee’s recommendation that the Commission “take immediate action to … permit general solicitation and general advertising in private offerings of securities under Rule 506 where securities are sold only to accredited investors.”

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