A major headache in complying with the notice requirement in section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 has been determining the scope of the statutory requirement for publicly traded companies to file notices with the SEC of their own activities, and those of their “affiliates,” with Iran. Unfortunately, the law does not provide a definition of “affiliate” making it difficult for companies to be certain of the required scope of the disclosure.

A disclosure (subscription required) last Friday by HD Supply Inc. illustrates how broadly the affiliate net may reach. In that disclosure filed with the SEC the company disclosed the presumably legal dealings in Iran of a Spanish company in which one of HD’s investors had invested. Specifically, the notice disclosed some services provided by Applus+ to Iran’s Industrial Development and Renovation Organization (“IRDO”), an Iranian government agency. One of Applus’s investors, the Carlyle Group, was also an investor in HD Supply.

So at this point, what are the limits on what constitutes an “affiliate”? If another investor in Applus+ had an investment in a company that had an investment in a company doing business in Iran, would that need to be disclosed as well? Your guess is as good as mine.

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