18 December 2019.

...The proposed rules would implement Section 13(q) of the Exchange Act, mandated by Section 1504 of the Dodd-Frank Act. The SEC first adopted rules in this area in 2012, but they were vacated by the U.S. District Court for the District of Columbia. The Commission adopted new rules in 2016, which were disapproved by a joint resolution of Congress pursuant to the Congressional Review Act...The latest version of proposed rules would require a domestic or foreign issuer to annually file a Form SD disclosing payments made to a foreign government or the U.S. federal government...

The proposed rules, for example, revise the definition of the term “project” to require disclosure at the national and major subnational political jurisdiction, as opposed to the contract level. It also revises the definition of “not de minimis” to include both a project threshold and an individual payment threshold, so that disclosure with respect to payments to governments that equal or exceed $150,000 would be required when the total of the individual payments related to a project equal or exceed $750,000...

The proposed rules add two new conditional exemptions for situations in which a foreign law or a pre-existing contract prohibits the required disclosure. Also exempted would be “smaller reporting companies” and “emerging growth companies.”...