Securities Law Blog: Disclosures Controls and Procedures Language? Use Entire Definition or Nothing at All

December 19, 2016
Firm Publication

As a former SEC Corp Fin staffer, I can certainly appreciate how closely the Staff reviews the specific disclosures related to internal controls and procedures and disclosure controls and procedures (DC&P) – just ask any registrant that has had to file a 10-K amendment for what they may believe is an immaterial error in their Sarbanes-Oxley Act certifications. However, if anybody needs further convincing, I point you to a recent comment letter made public where the Staff commented of the company’s failure to state the entire definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d(e) when the registrant was stating its conclusion regarding the effectiveness of its disclosure controls and procedures. In particular, the Staff stated, “Although there is no requirement to disclose the full definition, specific reference to only a portion of the definition gives the appearance of limiting management’s conclusion solely to the portion referred to.”

Securities Law Exchange BlogTo continue reading the content in this article on the firm’s Securities Law Exchange blog, please click here to view the post.

Bass, Berry & Sims’ Securities Law Exchange blog features commentary and practical insight on SEC updates for publicly traded companies.