Responding to SEC comment letters can be tricky, so it’s always nice to read tips from Corp Fin on how to make the response process more efficient. A recent Deloitte memo summarizes Staff comments at a recent AICPA conference, which were aimed at helping companies respond to comment letters. Here’s an excerpt:
– Provide the Staff with contact e-mail addresses for the responding company and its outside counsel
– Before providing courtesy paper copies, ask the reviewer if copies are needed or will be used
– Clearly and directly address the issues raised in the comments
– Share views on materiality with the Staff early in the process to increase overall efficiency
– Don’t assume that the SEC has accepted an item solely because it has been reported similarly in another company’s filing
– When calling the Staff with an interpretive or procedural question, don’t assume that the Staff has all the facts. Responding companies should do the appropriate research, provide sufficient background information, and present an analysis that points to relevant authoritative literature
– Communicate the intended use of novel transactions up front
– Call the Staff to discuss or get clarification on a Staff comment
Also, don’t forget that members have access to our Handbook on the “SEC Comment Letter Process” – a 39-page guide to help you through responses.
-Lynn Jokela, TheCorporateCounsel.net February 19, 2020
