The SEC also released its final rules to implement the provisions of Dodd-Frank relating to payment disclosure by resource extraction companies. We discuss those rules in a separate Legal News Alert.
Highlights of the New Rules
- The new requirement applies to each public company for which conflict minerals (defined below) are necessary to the functionality or production of one or more of the products that it manufactures or contracts to manufacture.
- Each public company to which the requirement applies must file a new form, Form SD, on May 31 of each year, regardless of the company’s fiscal year, disclosing, among other things, whether it used conflict minerals in the prior calendar year, again regardless of its fiscal year. It may or may not be necessary for a company to file a Conflict Minerals Report as an exhibit to its Form SD.
- The new requirement in essence is effective January 1, 2013 for all companies, as each company has until May 31, 2014 to file its first Form SD, and that form must cover the 2013 calendar year.
- The new rules include minor transition relief in two forms. Under one form, conflict minerals that are “outside the supply chain” prior to January 31, 2013 are exempted from the rule. Conflict minerals are outside the supply chain if they have been smelted or fully refined by January 31, 2013, or if they are located outside the Covered Countries (namely, the Democratic Republic of the Congo (DRC) or any adjoining country, defined in more detail below) as of such date.
- The second form of transition relief is available for two years (four years for smaller reporting companies). A company that cannot immediately determine whether or not a product is DRC conflict free may describe the product as DRC conflict undeterminable in its Conflict Minerals Report for the first two years, rather than describing such product as “not DRC conflict free.”
- Only a conflict mineral that is contained in a product is considered “necessary to the functionality or production” of that product. But the rules do not include a de minimis threshold for levels of conflict minerals in products, so any amount of content in the final product suffices.
- There is some guidance to help a company determine whether it contracts to manufacture a product. Among other things, a product will not be considered to have been contracted to be manufactured by a company if that company merely affixes its brand, marks, logo, or label to a generic product that a third party manufactures.
- A company that mines conflict minerals is not considered to be manufacturing those minerals unless the company also engages in manufacturing.
- There is some guidance to help a company determine whether a conflict mineral is necessary to the functionality or production of its products.
- A company would not need to file a Conflict Minerals Report for products with conflict minerals that it determined came from recycled or scrap sources.
- The Conflict Minerals Report would generally include an independent private sector audit of the company’s due diligence.
- There is ongoing relief that applies to an acquired business.
- The Conflict Minerals Report would be filed under the Securities Exchange Act of 1934 as an exhibit to Form SD, subjecting the company to potential liability for its contents under Section 18 of the Exchange Act.
- Form SD will not be incorporated into a company’s registration statements under the Securities Act of 1933 unless the company specifically incorporates it into a registration statement.
Vue d'ensemble
A public company would undertake the following three-step process to apply the rules to each of its products manufactured in a calendar year:
Step 1. Determine whether conflict minerals are necessary to the functionality or production of such product and, if so, whether the company manufactured or contracted to be manufactured such product. If a company determines conflict minerals are not necessary to the functionality or production of the product, then the rules do not apply. If a company determines otherwise, the company would move on to Step 2. We discuss the guidance the SEC provided regarding the meaning of the word “manufacture” and the phrases “contract to manufacture,” “necessary to the functionality,” and “necessary to the production” below.
Step 2. Conduct a reasonable country of origin inquiry to determine if such conflict minerals originated in a Covered Country or are from scrap or recycled sources. If a company determines that such conflict minerals did not originate from a Covered Country or did come from recycled or scrap sources, or if a company has no reason to believe that such conflict minerals may have originated from a Covered Country or reasonably believes that such conflict minerals were from scrap or recycled sources, the company would file a Form SD disclosing such determination, describing its inquiry and the results of the inquiry. If a company determines otherwise, the company would move on to Step 3.
Step 3. Conduct supply chain due diligence. If a company determines that its conflict minerals are not from a Covered Country or are from scrap or recycled sources, the company would file a Form SD disclosing such determination, describing its reasonable country of origin inquiry and its due diligence regarding its supply chain and the results of such inquiry and diligence. If a company determines otherwise, the company would file a Form SD with a Conflict Minerals Report, which is described below, including an independent private sector audit in many circumstances.
The SEC included a flow chart summarizing the decision steps to be taken by a company in applying the rules, available here.
Preparing to Comply With the Conflict Minerals Rules
Public companies for which conflict minerals are necessary to the functionality or production of one or more of their products must provide the disclosures required by the conflict minerals provisions for each calendar year, regardless of the company’s fiscal year. Companies have until May 31, 2014 to file the first Form SD, and such report would cover the 2013 calendar year. Companies should begin the process now of gathering the additional information necessary to comply with these new disclosure requirements and begin discussions with their suppliers regarding the source of conflict minerals used in their products.
Each company also should weigh the need to engage outside service providers to assist with the performance of supply chain due diligence, and reach out to one or more audit firms (which may, but need not, include its financial statement auditor) regarding a potential engagement to audit the company’s conflict mineral diligence. Because the rules mandate calendar year reporting for all companies, the rule will be effective for all companies at the same time.
As a first step, companies need to determine which of their products contain conflict minerals. That determination will likely require companies to seek information from their suppliers and to implement processes to ensure that suppliers provide information or certifications regarding the source of any conflict minerals in the products or components they supply. Once companies understand which of their products contain or may contain conflict minerals, they will need to engage with their supply chains to determine how those minerals are sourced, including identification of smelters or refiners from which the conflict minerals were obtained and adopting chain of custody or traceability systems to allow tracing of conflict minerals to conflict-free sources. Companies also should adopt and communicate to their suppliers a responsible sourcing policy that would govern supply of minerals originating from the DRC conflict region.
Notably, companies must provide the required conflict minerals information for the calendar year in which the manufacture of a product that contains any conflict minerals is completed, irrespective of whether the company manufactures the product or contracts to have the product manufactured.
While the SEC’s conflict minerals rules themselves apply directly to public companies (i.e., those that file reports under Sections 13(a) or 15(d) of the Exchange Act, including foreign private issuers), their impact will be felt throughout the supply chain, as companies will be seeking information and imposing disclosure requirements on their suppliers. Thus, even companies not subject to securities reporting requirements themselves will need to identify which of their products contain conflict minerals and take steps to determine the country of origin of those minerals, or run the risk of losing their opportunity to supply products to public companies subject to the SEC’s rules.
Further, a company should confirm whether its smelters and other facilities that process conflict minerals have obtained or will obtain a conflict-free designation with an independent private sector audit.
Contexte
The conflict minerals rules implement a “name-and-shame” disclosure regime that is intended to increase public awareness regarding the source of public companies’ conflict minerals and to promote the exercise of due diligence on conflict mineral supply chains in an attempt to inhibit the ability of armed groups in the DRC and adjoining countries to fund their activities by exploiting the trade in conflict minerals and thereby put pressure on such groups to end the conflict.
The SEC issued proposed conflict minerals rules in December 2010 and had been charged under Dodd-Frank with issuing final rules by April 2011. The proposed rules generated substantial comment from stakeholders, who raised concerns about the scope, cost, and workability of the proposed rules. The long delay in issuing the final rules was attributable to several factors, including 1) the intense stakeholder interest and input regarding the proposed rules; 2) the SEC’s relative unfamiliarity with the complex supply chains and sourcing for conflict minerals; and 3) the SEC’s desire to undertake a detailed economic analysis to address the cost concerns raised by industry regarding the proposed rules. This last factor was particularly significant in light of the U.S. Court of Appeals’ July 22, 2011 decision to vacate the SEC’s proxy access rule because of its failure to appropriately consider the economic impacts of that rule. In the release adopting the conflict minerals rules, the SEC estimated that the total industry-wide cost of implementing the new rules would be approximately $3 billion to $4 billion, and the annual cost of ongoing compliance would be between $207 million and $609 million.
The final rules that the SEC adopted acknowledge several of the concerns raised by industry regarding the scope and cost of the proposed rules, but the final rules are themselves likely to remain controversial and subject to potential challenge. Indeed, the final rules were adopted on a 3-2 vote by the commissioners, with the two dissenting commissioners expressing their concern that the rules may be counterproductive to their humanitarian goal by creating an incentive for companies to engage in a de facto boycott of conflict minerals from the DRC region and that the unquantifiable benefits of the rules do not justify the substantial and quantifiable compliance costs they will impose on companies.
Conflict Minerals and the Conflict Region
The focus of the rules is on certain designated conflict minerals. “Conflict minerals” are defined as:
- Columbite-tantalite, also known as coltan: Metal ore from which tantalum is extracted, which is used in electronic components, including mobile telephones, computers, videogame consoles, and digital cameras, and as an alloy for making carbide tools and jet engine components
- Cassiterite: Metal ore that is most commonly used to produce tin, which is used in alloys, tin plating, and solders for joining pipes and electronic circuits
- Gold: Used for making jewelry and, due to its superior electric conductivity and corrosion resistance, is also used in electronic, communications, and aerospace equipment
- Wolframite: Metal ore that is used to produce tungsten, which is used for metal wires, electrodes, and contacts in lighting, electronic, electrical, heating, and welding applications
- Derivatives of any of the listed minerals, but those derivatives are currently limited to tantalum, tin, and tungsten
- Any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Covered Countries (defined below)
The focus of the rules is on conflict minerals that originated in the DRC or any adjoining country (Covered Countries). The countries adjoining the DRC include Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia.
Notably, a mineral is a conflict mineral regardless of whether it originated in the Covered Countries or whether it finances or benefits armed groups in the Covered Countries. A company may characterize conflict minerals that did not finance or benefit armed groups in the Covered Countries as DRC conflict free.
Determining Whether a Company Is Covered by the Rules
Under the final rules, any public company for which conflict minerals are “necessary to the functionality or production” of a product that the company either manufactures or contracts to be manufactured would be required to disclose annually whether in the preceding calendar year it used conflict minerals that originated in the Covered Countries.
The SEC did not define the term “manufacture,” but the term does not include merely servicing, maintaining or repairing a product. However, it would appear to draw in a company that manufactures a product by assembling it out of materials, substances, or components that are not in raw material form. Perhaps surprisingly, the term does not include merely importing, exporting, or selling conflict minerals if the company does not manufacture products.
The SEC also did not define the phrases “contract to manufacture,” “necessary to the functionality,” or “necessary to the production.” However, in response to comments to the proposed rules, the SEC did provide additional guidance to assist companies in applying those phrases.
Whether a product would be considered to have been contracted to be manufactured by a company is dependent on the level of influence a company has over the product’s manufacturing, including the degree of influence it exercises over the materials, parts, ingredients, or components to be included in the product. However, that influence does not need to be “substantial,” and it is certainly not limited to a company that explicitly specifies that conflict minerals be included it its products. A company is not deemed to have influence over the manufacturing of a product if it merely:
- Specifies or negotiates contractual terms with a manufacturer that do not directly relate to the manufacturing of the product, unless it retains influence over the manufacturing of the product that is practically equivalent to contracting on terms that directly relate to the manufacturing of the product
- Affixes its brand, marks, logo, or label to a generic product manufactured by a third party
- Services, maintains, or repairs a product manufactured by a third party
The SEC made clear that “contract to manufacture” includes a company that contracts the manufacturing of components of its products. The release also stated: “[A]n issuer with generic products that include its brand name or a separate brand name and that has involvement in the product’s manufacturing beyond only including such brand name would need to consider all of the facts and circumstances in determining whether its influence reaches such a degree so as to be considered contracting to manufacture that product.”
The final rules do not treat a company that mines conflict minerals as manufacturing those minerals unless the company also engages in manufacturing.
In determining whether a conflict mineral is necessary to the functionality of a product, a company would consider:
- Whether the conflict mineral is intentionally added to the product or any component of the product (including as a result of a supplier’s decision) rather than being a naturally occurring by-product
- Whether the conflict mineral is necessary to the product’s generally expected function, use, or purpose
- If the conflict mineral is incorporated for purposes of ornamentation, decoration, or embellishment, whether the primary purpose of the product is ornamentation or decoration
The SEC stated: “Based on the applicable facts and circumstances, any of these factors, either individually or in the aggregate, may be determinative … .” In addition, the SEC stated its belief that one should focus on a product’s generally expected functions, uses, or purposes rather than a primary function, use, or purpose.
In determining whether a conflict mineral is necessary to the production of a product, a company would consider whether the conflict mineral is:
- Intentionally included in the product’s production process, other than if it is included in tools, machines, or equipment used to produce the product (such as computers or power lines)
- Included in the product
- Necessary to produce the product
Accordingly, for a conflict mineral to be considered necessary to the production of a product, the mineral must be both contained in the product and necessary to the product’s production. The final rules do not consider a conflict mineral used as a catalyst, or in a similar manner in another production process, to be necessary to the production of a product — provided the conflict mineral at issue is not contained in any amount in the finished product. The SEC has indicated, however, that if even trace amounts of a conflict mineral catalyst remain in the product after production, those trace amounts would be sufficient to render the conflict mineral necessary to the production of the product.
In the adopting release, the SEC noted that a number of metal alloys, including cold-rolled steel, hot-rolled steel, and stainless steel, contain tin only as a contaminant, such that it is not part of the specification of those alloys. As the tin in those alloys is not intentionally added, the SEC does not consider it necessary to the functionality or production of any product containing those alloys.
Additionally, the final rules exempt any conflict minerals that are “outside the supply chain” prior to January 31, 2013. Conflict minerals are outside the supply chain if they have been smelted or fully refined or are located outside of the Covered Countries.
Determining Whether Conflict Minerals Originated in the Covered Countries and Resulting Disclosure
The rules contemplate two types of diligence. The first (discussed in this section), which is Step 2 in the SEC’s terminology, is a reasonable country of origin inquiry to determine if such conflict minerals originated in a Covered Country or are from scrap or recycled sources. If a company knows that its conflict minerals originated in a Covered Country and are not from scrap or recycled sources or has reason to believe that its conflict minerals may have originated in a Covered Country and has reason to believe that they may not be from scrap or recycled sources, then the company would move on to the second type of due diligence regarding the source and chain of custody of its conflict minerals (as discussed in the next section), which is Step 3 in the SEC’s terminology.
Under the final rules, a company with conflict minerals in products that it manufactured or contracted to manufacture would be required to disclose in a Form SD for each calendar year whether its conflict minerals originated in the Covered Countries. Each company to which the requirement applies must file Form SD on May 31 of each year, regardless of the company’s fiscal year, relating to the prior calendar year. A company has until May 31, 2014 to file the first Form SD, and such report would cover the 2013 calendar year.
Consistent with the proposed rules, the SEC did not include in the final rules a standard for determining whether a country of origin inquiry is “reasonable.” The SEC did state in its adopting release that the extent of a company’s inquiry is dependent on that company’s particular facts and circumstances. However, the final rules do provide general standards regarding the inquiry.
For a company to satisfy the reasonable country of origin inquiry requirement, the company must conduct an inquiry regarding the origin of its conflict minerals that is reasonably designed to determine whether any of its conflict minerals originated in the Covered Countries or are from recycled or scrap sources, and must perform such inquiry in good faith.
In the adopting release, the SEC expressed its view that a company has satisfied the reasonable country of origin inquiry standard if it sought and obtained reasonably reliable representations indicating the facility at which its conflict minerals were processed and demonstrating that those conflict minerals did not originate in the Covered Countries or came from recycled or scrap sources (taking into account any applicable warning signs or other circumstances indicating otherwise). For example, a company would have reason to believe representations were true if a processing facility received a conflict-free designation by a recognized industry group that requires an independent private sector audit of the smelter or, for a processing facility that is not a part of an industry group’s conflict-free designation process, if such facility had obtained an independent private sector audit that is made publicly available.
Further, the SEC stated that a company is not required to receive representations from all of its suppliers. If a company reasonably designs an inquiry and performs the inquiry in good faith, and in doing so receives representations indicating that its conflict minerals did not originate in the Covered Countries, the company may conclude that its conflict minerals did not originate in the Covered Countries even if it has not received a response from all of its suppliers.
If a company knows that its conflict minerals did not originate in the Covered Countries or are from scrap or recycled sources, or has no reason to believe that its conflict minerals may have originated in the Covered Countries or may not be from scrap or recycled sources, the company would disclose this determination and a brief description of the inquiry it undertook and the results of the inquiry on Form SD. The company also would be required to disclose this information on its Web site and include a disclosure in its Form SD of the Internet address of that Web site. The company must maintain the disclosure on its Web site for one year.
If a company knows or has reason to believe that its conflict minerals may have originated in the Covered Countries and that its conflict minerals may not be from scrap or recycled sources, the company must undertake due diligence regarding the source and chain of custody of its conflict minerals. If, as a result of that due diligence, the company determines that its conflict minerals did not originate in the Covered Countries or the company determines that its conflict minerals came from recycled or scrap sources, the company would disclose this determination and a brief description of the inquiry and due diligence it undertook and the results of the inquiry and due diligence on Form SD. The company also would be required to disclose this information on its Web site and include a disclosure in its Form SD of the Internet address of that Web site. Otherwise, the company must file a Conflict Minerals Report as an exhibit to its Form SD and provide that report on its Web site. The company also would be required to disclose in its Form SD that it has filed a Conflict Minerals Report and provide the link to the Conflict Minerals Report on its Web site. The company must maintain the disclosures and its Conflict Minerals Report on its Web site for one year.
Form SD will not be incorporated into a company’s registration statements under the Securities Act of 1933 unless the company specifically incorporates it into a registration statement.
If a company determines that its products contain conflict minerals that may have originated from the Covered Countries but such minerals did not directly or indirectly finance or benefit armed groups in the Covered Countries, then the company may describe such products as DRC conflict free.
The term ‘‘armed group’’ means an armed group that is identified as perpetrators of serious human rights abuses in the annual Country Reports on Human Rights Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act of 1961 relating to the Covered Countries. The meaning of “benefit” is not clear.
The rules themselves do not require companies to retain reviewable business records to support their reasonable country of origin conclusion, although maintenance of appropriate records may be useful in demonstrating compliance with the rule and may be required by any nationally or internationally recognized due diligence framework (discussed below) applied by a company when conducting supply chain due diligence.
The Conflict Minerals Report and Supply Chain Due Diligence and Related Audit
As noted above, if a company knows that its conflict minerals originated in a Covered Country and are not from scrap or recycled sources, or has reason to believe that its conflict minerals may have originated in a Covered Country and has reason to believe that they may not be from scrap or recycled sources, then the company must conduct due diligence regarding the source and chain of custody of its conflict minerals, and the Conflict Minerals Report would include a description of the measures the company had taken to exercise due diligence. The due diligence measures must conform to a nationally or internationally recognized due diligence framework, if such a framework is available for the applicable conflict mineral. The adopting release notes that it appears that the only nationally or internationally recognized due diligence framework presently available is the due diligence guidance approved by the Organisation for Economic Co-operation and Development (OECD). If a nationally or internationally recognized due diligence framework does not exist for a necessary conflict mineral, until such a framework is developed, the registrant is required to exercise appropriate due diligence in determining the source and chain of custody of the necessary conflict mineral, including whether the conflict mineral is from recycled or scrap sources, without the benefit of a due diligence framework. (The rule provides a schedule if such a framework becomes available.)
The due diligence measures would include an independent private sector audit of the company’s Conflict Minerals Report conducted in accordance with standards established by the Comptroller General of the United States, except in the following cases:
- If a public company performs due diligence because it has a reason to believe that its conflict minerals originated in the Covered Countries, and as a result of that due diligence it determines that its conflict minerals did not originate in the Covered Countries or came from recycled or scrap sources, then a Conflict Minerals Report and an audit are not required.
- During the grace period discussed below, following its due diligence, a company with products that are DRC conflict undeterminable is not required to obtain an audit of its Conflict Minerals Report regarding the conflict minerals in such products.
- If no nationally or internationally recognized due diligence framework is available for a particular conflict mineral from recycled or scrap sources, an audit will not be required for the section of the Conflict Minerals Report pertaining to the company’s due diligence on such recycled or scrap conflict mineral.
The final rules include an objective for the audit. The audit objective would be to express an opinion or conclusion as to whether the design of the company’s due diligence measures as set forth in the Conflict Minerals Report is in conformity with, in all material respects, the criteria set forth in the nationally or internationally recognized due diligence framework used by the company, and whether the company’s description of the due diligence measures it performed as set forth in the Conflict Minerals Report is consistent with the due diligence process that the company undertook. Notably, the rules do not address what the audit would express an opinion on if a company’s due diligence was not based on any nationally or internationally recognized due diligence framework because such a framework does not yet exist.
A company would be required to file the auditor’s report as part of its Conflict Minerals Report. A company also would have to certify in the Conflict Minerals Report that the company obtained this audit of the report. The certification will be in the form of a statement in the Conflict Minerals Report that the company obtained the audit and would not need to be signed by an officer of the company.
Further, the company would be required to include in the Conflict Minerals Report a description of its products manufactured or contracted to be manufactured containing conflict minerals that are not DRC conflict free, the facilities used to process the conflict minerals, the country of origin of the conflict minerals, and the efforts to determine the mine or location of origin with the greatest possible specificity.
Recycled or Scrap Sources
If conflict minerals are derived from recycled or scrap sources rather than from mined sources, then products containing such minerals are considered DRC conflict free. If a company has reason to believe, as a result of its country of origin inquiry, that its conflict minerals may not have been derived from recycled or scrap sources, then it must exercise due diligence in determining that its conflict minerals were recycled or scrap. If the company is then unable to determine that its conflict minerals came from recycled or scrap sources, the Conflict Minerals Report would be subject to the audit requirement (except for those recycled or scrap conflict minerals for which no nationally or internationally recognized due diligence framework yet exists).
A company with conflict minerals exercising due diligence regarding whether its conflict minerals are from recycled or scrap sources must conform the due diligence to a nationally or internationally recognized due diligence framework, if one is available for a particular recycled or scrap conflict mineral. Currently, gold (under a gold supplement to the OECD’s due diligence guidance) is the only conflict mineral with such a framework for determining whether it is recycled or scrap. Accordingly, a company must conduct its diligence for determining whether gold is recycled or scrap in accordance with the gold supplement to the OECD due diligence guidance. For the other minerals, until a due diligence framework is developed, a company must describe the due diligence measures it exercised in determining that its conflict minerals are from recycled or scrap sources in its Conflict Minerals Report. The audit of the Conflict Minerals Report would not be required to cover the sections of the report pertaining to a company’s due diligence measures regarding whether its conflict minerals are from recycled or scrap sources conducted without a due diligence framework.
Grace Period
The final rules include a grace period for public companies that are unable to determine whether the minerals contained in its products originated in the Covered Countries or financed or benefited armed groups in those countries. In these cases, for a one-time, two-year period (or four-year period for smaller reporting companies), those products are considered DRC conflict undeterminable and the company must describe the following in its Conflict Minerals Report:
- Its products manufactured or contracted to be manufactured that are DRC conflict undeterminable
- The facilities used to process the conflict minerals in those products, if known
- The country of origin of the conflict minerals in those products, if known
- The efforts to determine the mine or location of origin with the greatest possible specificity
- The steps it has taken or will take, if any, since the end of the period covered in its most recent Conflict Minerals Report to mitigate the risk that its necessary conflict minerals benefit armed groups, including any steps to improve due diligence
Notably, the rule contemplates that a company would have already conducted a reasonable country of origin inquiry and conducted its supply chain due diligence prior to determining that its products are DRC conflict undeterminable. For those products that are DRC conflict undeterminable, the company is not required to obtain an audit of the Conflict Minerals Report regarding the conflict minerals in such products. The SEC allowed for this grace period “in recognition that … the processes for tracing conflict minerals through the supply chain must develop further to make such determinations for the issuer community at large.”
Newly Acquired Businesses
The final rules extend relief for a newly acquired business. A public company that obtains control over a company that manufactures or contracts for the manufacturing of products with necessary conflict minerals that previously had not been obligated to provide a disclosure report for those minerals may delay reporting on the acquired company’s products until the end of the first reporting calendar year that begins no sooner than eight months after the effective date of the acquisition. Accordingly, the acquirer has at least eight months (and potentially as many as 19) to prepare the acquired business for conflict minerals reporting.
Foley will soon announce a Web conference in which we will discuss in greater detail the conflict minerals rules and how companies should engage their supply chains to implement them. Please look for the forthcoming electronic invitation to the Web conference.
Legal News Alert is part of our ongoing commitment to providing up-to-the-minute information about pressing concerns or industry issues affecting our clients and colleagues. If you have any questions about this Alert or would like to discuss the topic further, please contact your Foley attorney or:
Patrick G. Quick
Milwaukee, Wisconsin
414.297.5678
[email protected]
Mark T. Plichta
Milwaukee, Wisconsin
414.297.5670
[email protected]
James M. Reeves
Milwaukee, Wisconsin
414.319.7334
[email protected]
Frank S. Murray, Jr.
Washington, D.C.
202.295.4163
[email protected]
