Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
Section 13(r) of the Securities Exchange Act of 1934 requires any issuer obligated to file periodic reports with the Securities and Exchange Commission after February 6, 2013 to disclose certain business transactions and other activities related to Iran. New Section 13(r) is the result of th
e Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITR Act”) (.PDF), legislation that increased economic and other sanctions against Iran to persuade Iran to cease its pursuit of nuclear weapons and support for terrorism. Section 13(r) did not require any rulemaking by the SEC, but in a set of Compliance and Disclosure Interpretations issued on December 4, 2012, the SEC addressed certain questions regarding the obligations imposed on reporting issuers.
A reporting issuer must include in each of its periodic reports (such as a Form 10-K or Form 10-Q) disclosure regarding certain transactions and other activities related to Iran of the issuer or any of its affiliates (such as a subsidiary or a director or an executive officer) at any time during the period covered by the report. The disclosure applies only to a transaction or activity that is or was “knowingly” engaged in; and “knowingly” is defined in the ITR Act as a person’s actual knowledge or that he “should have known … of the conduct, the circumstance, or the result.” But the disclosure is required even if a transaction or activity is or was not material, even if it was engaged in before the ITR Act became law, and even if the transaction or activity is concluded or discontinued by the date of the filing of the periodic report.
The transactions or activities subject to disclosure are extensive and specified in part by reference to previous legislation regarding Iran and previous Executive Orders regarding terrorism. In summary, they include:
If a reporting issuer must disclose any such activity in a periodic report, the disclosure must include:
In addition, such an issuer must separately file with the SEC a notice that disclosure has been included in the issuer’s periodic report. When it receives such a notice, the SEC must transmit the report to the President and certain Congressional committees and post the information provided in the disclosure and the notice on the SEC’s website. The President will then be required to initiate an investigation to determine whether or not sanctions should be imposed on the issuer or its affiliate.
If a reporting issuer has not, and none of its affiliates has, knowingly engaged in any transaction or activity subject to disclosure, the issuer is not obligated to state that in its periodic report. Non-disclosure will have the same effect.
OUR TAKE: A reporting issuer should now routinely specifically review whether any of its transactions or activities are or have been related to Iran or are or have been with the Government of Iran or any entity or person associated with Iran. Just as important, it should routinely make similar inquiries of its affiliates regarding their transactions or activities. Those inquiries should be made of the issuer’s controlling shareholders as well as of the issuer’s directors and executive officers. If the issuer’s fiscal year recently ended, it might make the inquiries of directors and executive officers through the D&O questionnaires that the issuer is now, or will soon be, processing in connection with its Form 10-K and proxy statement. If the issuer concludes that its or its affiliates’ business or activities have or have had some relationship with Iran, the issuer will have to determine whether there is or has been any “knowing” activity of the kind subject to disclosure under Section 13(r).
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