SEC Adopts Final Rules to Implement the Mine Safety Disclosure Requirements of the Dodd-Frank Act: Rules Implement Already Effective Disclosure Requirements Regarding Safety and Health Violations at Certain U.S. Mines

Sullivan & Cromwell LLP - December 29, 2011

The United States Securities and Exchange Commission (the “SEC”) has approved rules under the Securities Exchange Act (the “Exchange Act”) implementing the already-effective disclosure requirements relating to mine safety and health set forth in Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The final rules adhere more closely to Section 1503 than the original proposals. Largely in response to comments, the SEC decided not to expand the disclosures required by the final rules beyond those required by Section 1503.

The final rules apply to any U.S. or non-U.S. SEC-reporting company that, directly or through subsidiaries, operates a coal or other mine subject to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Disclosure is required only in relation to mines located in the United States and otherwise subject to the Mine Act.

Among other things, the final rules require issuers to disclose in their annual reports certain mine safety and health citations, and orders and other legal actions under the Mine Act. U.S. domestic issuers must also include similar disclosures in their quarterly reports on Form 10-Q, as well as file current reports on Form 8-K within four business days of receipt of certain imminent-danger orders and similar notices under the Mine Act. These disclosures will be deemed to be filed with, rather than furnished to, the SEC.

The final rules will become effective on January 27, 2012.