In this D&O Diary guest post, Bass, Berry & Sims Partner Jay Knight, who previously served in the SEC's Division of Corporation Finance, shares a number of seasoned, practical tips on responding to SEC comment letters.
Among the instructive takeaways:
- Don't overlook the telling, but sometimes not-so-obvious, indicators in the comment letter relating to the particular SEC audience you are dealing with, the scope of the SEC's review, and whether the comment is a "futures" comment or is seeking a filing amendment. The post illustrates sample letter templates for each of the "futures" and "amendment" comment letters.
- Staff usually accommodates reasonable response deadline extensions with a phone call.
- Research other company responses/letter exchanges on the same or similar comments to inform yours.
- Think twice before emailing substantive comments to staff to avoid the potential for your email to be posted publicly on Edgar as "correspondence."
See these prior reports: "SEC Comment Letter Trends & Tips" and "SEC Comment Letter Trends" and access additional resources under Practical Guidance/Resources on our Financial Reporting page. This post first appeared in the weekly Society Alert!