Top 10 Practice Tips: Responding to SEC Comment Letters


This practice note outlines 10 practice points for public companies to consider when responding to comment letters from the Securities and Exchange Commission (SEC). The SEC is required to review the SEC filings of public companies at least every 3 years and sometimes does so more frequently. Companies with large market capitalizations, material restatements, or market volatility may be reviewed annually or even continuously. It is also almost automatic to receive comments in an initial public offering (IPO) or in connection with the merger or sale of a publicly traded company. The scope of SEC review can range from 20 or more comments on a variety of topics in an IPO to a single comment on a Form 10-K regarding a specific issue. Legal compliance comments tend to be more infrequent and easier to deal with than accounting comments, which often require significant analysis of technical accounting rules, second guessing of judgments, or even revision of financial statements.