tiffany co

just bought by?  2019

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https://theintercept.com/2017/02/08/leaked-memo-trump-conflict-minerals/

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pwl memo : Another significant shift in the law since Powell’s memo was circulated has been the gradual expansion of corporate constitutional rights(referred to by some business groups as “business civil liberties”), especially in the realms of commercial and political speech. The most infamous example is the Supreme Court’s 2010 decision in Citizens United v. Federal Election Commission. In the commercial sphere, companies have similarly used corporate speech doctrines to challenge various restrictions on corporate advertising (e.g. direct-to-consumer advertising of prescription drugs for off-label uses), limits on media ownership, and product safety labeling requirements (e.g. cigarettes and genetically modified foods).

Corporate constitutional rights are regularly claimed (with the implicit threat of litigation) in opposition to new or proposed regulations. One recent example came during recent attacks on regulations created by the Dodd-Frank financial reform package, which contained a provision requiring that companies report their use of tin, gold and otherminerals that can be traced back to the conflict-ridden Democratic Republic of the Congo. In its comments to the SEC, Tiffany & Co. claimed the SEC rules would “compel speech in a manner that violates the First Amendment.”

D.C. Circuit Vacates Dodd-Frank Conflict Minerals Provision & SEC Rule as Violating First Amendment Free Speech

By Leland E. Beck on April 14th, 2014Posted in Agency Authority, Constitutional Issues in Regulations, Regulatory Process

The United States Court of Appeals for the District of Columbia today, in *National Association of Manufacturers v. SEC*, affirmed a district court judgment that the Securities and Exchange Commission (SEC) did not violate procedural requirements or misconstrue the statute in promulgating the Conflict Minerals Rule, but vacated the specific underlying statutory provision and the rule because the requirements compelled speech in violation of the First Amendment to the United States Constitution.

Compelling reporting, disclosure, and publication to the extent that entails “compelled speech” pose a distinct constitutional limitation on both statutes and rulemaking under statutes.  Agencies must consider carefully this developing caselaw in formulating any reporting requirement that will be publicly disclosed – and provide a detailed justification for such requirements in the preamble of any such rule – or counsel for regulated parties will, and should, press judicial review.

Dodd-Frank Act:  In the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, Congress required the SEC to issue regulations requiring companies using “conflict minerals” – gold, tantalum, tin, and tungsten mined from the Democratic Republic of the Congo or an adjoining country – to investigate and disclose the origin of those minerals.  The statutory scheme applies only to “person[s] described” in the Act – those if conflict minerals are necessary to the functionality or production of a product manufactured by the company.  A covered company must disclose annually, whether the necessary conflict minerals originated in the DRC or an adjoining country.  If so, the company must file a report with the SEC, describing the due diligence measures taken to establish the source and chain of custody of the minerals, including a private sector audit of the report.  The report must also list the products manufactured or contracted to be manufactured that are not “DRC conflict free.”  A product is “DRC conflict free” if it’s necessary conflict minerals did not “directly or indirectly finance or benefit armed groups” in the covered countries.