1. Conflict Minerals – Meeting Compliance Requirements
Michael R. Littenberg
Partner
Schulte Roth & Zabel LLP |
December 3, 2015

2. Contact Information
Michael R. Littenberg
Partner
Schulte Roth & Zabel LLP
Michael R. Littenberg is a partner at Schulte Roth & Zabel, where he heads the firm’s public companies practice. His principal areas of focus are corporate finance — across a broad range of equity and debt products — and mergers & acquisitions. As a significant part of his practice, Michael also counsels both domestic public companies and foreign private issuers and their boards, board committees, special committees, executive officers and investors in connection with ongoing compliance under the U.S. securities laws, including under Dodd-Frank, Sarbanes-Oxley and the JOBS Act, and with exchange requirements, as well as on governance, executive compensation, FCPA and OFAC matters. His public company clients range from well-known large-cap companies to growing micro-cap companies, and his experience spans every major industry. As part of his practice, for more than 25 years, Michael has been active in advising public and private companies on supply chain matters, including relating to, among other areas, conflict minerals and other commodities and human trafficking. Michael was recently listed as one of the Top 15 Conflict Minerals Influence Leaders by Assent Compliance. Michael also is listed in Who’s Who in Securities Law and in New York Super Lawyers for securities and corporate finance and was voted by his peers to New York Super Lawyers Top 100 Lawyers in the New York Metro area (multiple years).

3. Today's Topics Litigation Update Calendar 2014 Filing Overview
Tulane Study Compliance Criteria
Compliance Uncertainties and Emerging Challenges

4. Litigation Update April 2014 – D.C. Circuit panel issued decision
Struck "has not been found to be DRC conflict free" label
SEC stayed the labeling and audit requirements
August 2015 – 2014 decision reaffirmed by panel in split decision
November 2015 – En banc review denied
Next steps in the litigation
Effect on calendar 2015 compliance

5. Calendar 2014 Filing Overview
Number of filings roughly comparable to CY 2013
Six IPSAs vs. four last year
Increase in reporting quality
Companies further along in implementing OECD framework
NGOs and SRIs continue to be critical of filings and compliance efforts

6. Tulane Study Compliance Criteria – SD-Only Filers
Conclusionary statement made
RCOI undertaken to come up with the conclusionary statement described
URL provided and link working
If issuer had "reason to believe" from its RCOI that 3TG possibly originated from the DRC region, DD described
Signed by executive officer
Filed on time

7. Tulane Study Compliance Criteria – SD/CMR Filers
Conclusionary statement made
RCOI steps described separately from DD
DD with description of measures described
Internationally recognized DD framework indicated
DD defined as 5 steps
If "DRC conflict undeterminable," steps to improve DD mentioned
If "DRC conflict free," IPSA filed
If not "DRC conflict free," products described

8. Tulane Study Compliance Criteria – SD/CMR Filers (continued)
If not "DRC conflict free," the facilities (SORs) used to process necessary conflict minerals listed
If not "DRC conflict free," the countries of origin disclosed
If not "DRC conflict free," the efforts to determine the mine or location of origin disclosed
URL to CMR provided and working
Form SD signed by executive officer
No deviation from SEC definitions
Filed on time

9. Amnesty International/Global Witness Compliance Criteria
Determine whether products fall under the scope of the law
Complete a reasonably designed, good faith RCOI and describe it in the filing
Submit a CMR
Make the CMR publicly available on the issuer's website and provide a link
Carry out and describe DD measures taken on the source and chain of custody of 3TG, including metal processors as well as direct suppliers
Describe the 3TG processors, if known
Describe information about 3TG country of origin, if known

10. Amnesty International/Global Witness Compliance Criteria (continued)
Demonstrate that the issuer has adopted and committed to a conflict minerals policy
Create an internal management system, usually a conflict minerals team, and describe in the report
Develop a risk identification and assessment process and describe efforts to identify risk in the supply chain in the report
Develop a strategy to respond to identified risks and describe in the report
Engage with metal processors in the supply chain, directly or through a recognized industry scheme, and describe in the report

11. Compliance Uncertainties and Emerging Challenges
Ongoing Conflict Minerals Rule litigation
Additional SEC guidance
Existing informal guidance
EU conflict minerals regulation
Complementary legal requirements
OFAC
FAR rule
California Transparency in Supply Chains Act
UK Modern Slavery Act

12. Disclaimer
This information and any presentation accompanying it (the “Content”) has been prepared for general informational purposes only. It is not intended as and should not be regarded or relied upon as legal advice or opinion, or as a substitute for the advice of counsel. You should not rely on, take any action or fail to take any action based upon the Content.
This information or your use or reliance upon the Content does not establish a lawyer-client relationship. If you would like more information or specific advice on matters of interest to you, please contact Michael Littenberg directly.