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Disclosure Issues For Natural Resource Companies

Paul Hilton, Patricia Elias Doherty, Strategic Risk Management For Natural Resources Companies and Their Advisors: Domestic and International Issues

Today's publicly-traded resource company is dealing with a seemingly infinite range of events that may require disclosure under the SEC's periodic reporting rules and is faced with an unforgiving landscape. The post-Enron political and social context has upped the ante for violations of the securities laws, providing an often hostile legislative, regulatory and judicial environment, as well adding numerous corporate governance requirements to the quiver of federal regulators and private plaintiffs. “Periodic reporting” under the Securities Exchange Act (the “1934 Act”) has become more aptly described as “continuous reporting,” and the headline crisis of the moment continues to shift from month to month--option grant timing, corporate governance, executive compensation--the list goes on.

We have attempted to summarize the areas of securities law which are of greatest concern to in-house counsel while concurrently providing a “primer” on the fundamentals of securities law for the non-securities law practitioner, in four parts:

• first, an overview of some of the core concepts of the securities laws - concepts that any lawyer or executive with responsibilities involving providing information that is material to a resource company's public reports will benefit from mastering;

• second, a description of several key disclosure topics under the securities la