Buried in the voluminous Dodd-Frank Wall Street Reform and ConsumerProtection Act is an oft-overlooked provision requiring corporate disclosure of the use of "conflict minerals" in products manufactured by issuing corporations. This Article scrutinizes the legislative history and lobbying efforts behind the conflict minerals provision to establish that, unlike the majority of the bill, its goals are moral and political, rather than financial. Analyzing the history of disclosure requirements, the Article suggests that the presence of conflict minerals in an issuer's product is not inherently material information and that the Dodd-Frank provision statutorily renders nonmaterial information material. The provision, therefore, forces the SEC to expand beyond its congressional mandate of protecting investors and ensuring capital formation by requiring issuers to engage in additional nonfinancial disclosures in order to meet the provision's humanitarian and diplomatic aims. Further, the Article posits that the conflict minerals provision is a wholly ineffective means to accomplish its stated humanitarian goals and likely will cause more harm than good in the Democratic Republic of the Congo. In conclusion, this Article proposes that a more efficient regulatory model for conflict minerals is the Clean Diamond Trade Act and the Kimberly Process Certification Scheme.
This Article concerns the recent Supreme Court case, Leidos, Inc. v. Indiana Public Retirement System (Leidos), and examines the broader issues that it raised for securities law. The consensus among scholars and practitioners is that Leidos presented a direct conflict among the circuit courts over a core question of securities law-when a failure to comply with the SEC's disclosure requirements can constitute fraud under Rule 10b-5. This Article provides a much different interpretation of the case. It begins by demonstrating that the circuit split which is presumed to have brought Leidos to the Supreme Court does not in fact exist. It then shows that, rather than being riddled with disagreement, the leading judicial analysis in this area of the law instead reflects a shared set of misconceptions about how the securities regulation architecture works. By unraveling the underlying sources of the Leidos mix-up, this Article makes three contributions. First, it identifies overlooked aspects of the disclosure rules at issue in Leidos, and provides a novel analysis of how the case should have been decided. Second, it explains how errors in leading interpretations of the legal authorities implicated in Leidos carry over to other prominent portions of the regulatory framework, namely Sections 11 and 12 of the 1933 Securities Act. Third, it demonstrates that a central yet
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