In an article for The D&O Diary published on July 16, 2019, Jay Knight unpacked some practical tips that outside parties may want to employ when responding to comments by the Securities and Exchange Commission (SEC) in connection with the standard filing review in the SEC’s Division of Corporation Finance. These practice tips include:
- Know which office in the SEC the comment came from to avoid making incorrect assumptions.
- Read the comment letter in full to determine the type of review the Staff conducted – a full review or limited review.
- Consider the timing for when the comments need to be responded to. Oftentimes, the Staff will accommodate requests for extensions.
- Assign ownership of each comment to the appropriate team member so that the subject matter experts are taking the lead in the appropriate response.
- Assess if the comment is a “futures” comment or is asking for an amendment.
- Check precedent and peer disclosures when preparing a draft response by conducting a thorough search on EDGAR to see how other companies have responded to similar comments.
- If it is necessary for a company to include confidential information in its response to the Staff’s comment, then it may want to request confidential treatment for these portions of the response so that they do not become publicly available on EDGAR.
- Be careful when emailing the Staff as the correspondence may be later posted on EDGAR.
- Consider calling the Staff to confirm receipt after filing a response letter on EDGAR.
- When an impasse occurs, an appeal to a Staff member higher within the chain may be necessary.
To read the full article, please click here.