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Wednesday, January 16, 2013

SEC Facilitates Iran Sanctions Disclosure on New Form IRANNOTICE

On August 10, 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012.  Section 219 of the Act amends Section 13 of the Exchange Act to add new subsection (r), which requires an issuer that files under the Exchange Act to provide disclosure in its periodic report if during the reporting period it or any of its affiliates has knowingly engaged in certain specified activities involving contacts with or support for Iran or other identified persons involved in terrorism or the creation of weapons of mass destruction. 

By Final Rule adopted June 20 and to be effective on the date of its publication in the Federal Register, the SEC has adopted revisions to the EDGAR Filer Manual to introduce the new EDGARLink Online submission type IRANNOTICE that will be available for use with the implementation of EDGAR Release 13.0 on January 14, 2013.  The revisions also support PDF as an official filing format for submission types 497AD, 40-17G, 40-17G/A, 40-17GCS, 40-17GCS/A, 40-24B2, and 40-24B2/A.

Exchange Act Section 13(r) requires an issuer that includes a description of an identified activity in a periodic report to concurrently file with the SEC a notice that identifies the issuer and indicates that disclosure of the activity has been included in its periodic report.  The SEC has stated that issuers required to file the notice should 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 form type.