New Disclosure re Prohibited Transactions with Iran

By Cydney Posner

You may recall that the Iran Threat Reduction and Syria Human Rights Act of 2012 adds new subsection (r) to Section 13 of the Exchange Act. (See News Brief dated October 12, 2012.)  In addition to requiring  disclosure in periodic reports, Section 13(r) also requires a public company that discloses an identified activity in a periodic report to concurrently file with the SEC a notice that identifies the company and indicates that disclosure of the activity has been included in its periodic report.

The SEC is currently modifying EDGAR to accommodate the filing of these notices and expects the new EDGAR form type to be available on January 14, 2013, with the implementation of EDGAR Release 13.0. According to a Corp Fin announcement, companies required to file the notice should prepare a separate document that includes the information required by the statute and convert it to ASCII or HTML as instructed by the EDGAR Filer Manual.  The document should be submitted using a new EDGAR form type, "IRANNOTICE."  The notice will be disseminated on EDGAR in the same way as the concurrently filed periodic report, will be identified in the company's filing history and will be searchable through EDGAR.

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