UANI Calls on
the SEC to take Definitive Action to Require Companies to Disclose Their Iran
Business
New York, NY -
United Against Nuclear Iran today called on the U.S. Securities and Exchange
Commission to take definitive action to require companies to disclose their
Iran business. UANI proposes two options
that would allow the SEC to take such definitive action: a staff interpretative
release or
a new SEC regulation. Such
action is necessary not only for investors to make informed decisions about the
companies in which they are investing, but also for the U.S. Government to make
informed decisions about the companies with which it is contracting.
In a letter
to SEC Chairwoman Mary Schapiro as well as
to
Senator Lieberman and Senator Collins, the leadership of the Senate
Committee on Homeland Security and Governmental Affairs, UANI outlined the
needs for such action as well as a proposed course of action.
In the letters UANI President, Ambassador Mark D. Wallace
wrote:
In the course of our requests to various companies to cease doing
business in Iran a theme of response emerged.
The typical response was that because a company's work in Iran was
relatively de minimis to such company's
balance sheet, the company argued that the Iran work was not "material" under
the U.S. Securities laws. The companies
would conclude that they were not to obligated disclose their Iran business in
their public regulatory filings. We
believe that this analysis is wrong and that the failure to disclose Iran
business is a violation of U.S. law.
****
Companies doing business in Iran are subject to substantial risks,
including dramatic reputational harm, the risk of domestic and international
sanctions and potential divestment by state pension funds and large
institutional shareholders.
****
Investors have made it clear that information
regarding a company's business in Iran is important to their decision whether
or not to invest in a company's securities and is, therefore, by definition,
material. A number of pension funds and
other institutional investors have divested their portfolios of companies that
do business in Iran or announced that they will make no further investments in
such companies.
****
If the SEC takes definitive action to require companies to disclose
their Iran business, no matter if apparently de minimis relative to their balance sheets,any misconception that businesses operating in Iran can avoid
public disclosure and the harsh light of such exposure will be eliminated.
We ask that this committee and the U.S. Congress call on the SEC to
require companies to disclose any and all business that they conduct in Iran in
their public regulatory filings.
UANI urges the SEC to require formally the disclosure of Iran business
by: (1) issuing a staff interpretive release, which would clarify existing SEC
regulations that require detailed disclosure regarding the extent of a
company's business in Iran, or (2)
adopting a new regulation under Regulation
S-K in substance similar to the model regulation that is attached to this
letter in Appendix 2.
Public regulatory disclosure of Iran business will facilitate the thorough
identification of all companies that are doing business in Iran. Those companies should be ashamed of their
decision to put short-term profits ahead of the important national security
imperative of isolating the Iranian regime. Those companies should not be permitted to do business with the U.S.
Through the
Iran Disclosure Project UANI has targeted a
number of companies that have failed to disclose their business in Iran.
Click
here to
read the full text of the letter to Senator Lieberman and Senator Collins.
Click
here to
read the full text of the letter to SEC Chairwoman Mary Schapiro.
Click
here to
read UANI's proposed SEC regulation.
Click
here to
send a message to the SEC.
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