Parker Poe's "Practical Tips for Navigating SEC Comment Letters" (Corporate Compliance Insights) shares a number of sound, practical tips on responding to SEC comment letters from the perspective of a former attorney-advisor with the SEC's Division of Corporation Finance and a seasoned partner who has guided many public companies on their comment letter responses.
Among the instructive takeaways:
- Prepare in advance of receiving a comment letter by instructing internal personnel on how to direct a call from the SEC to avoid any first call mishaps or delays, and designating a response letter team.
- Don't overlook the non-comment aspects of the letter, which identify the relevant SEC staff, whether the SEC is seeking changes to disclosure in future filings or otherwise, and the response deadline. Based on the comments, determine who else at the company needs to be involved and whether to request an extension to respond (for good reason).
- Don't be adversarial; assume it is a collaborative effort to improve your disclosures.
- Ensure consistency across the company's public disclosures including the corporate website, earnings releases, investor/analyst presentations, and other media.
- Don't commit to language for future filings without giving due consideration to the passage of time and potential changes between now and then that may warrant different disclosure.
See these prior reports: "Insightful Tips on Responding to SEC Comment Letters," "SEC Comment Letter Trends & Examples," and "SEC Comment Letter Trends & Insights" and additional resources under Practical Guidance/Resources on our Financial Reporting page. This post first appeared in the weekly Society Alert!