This practice note covers issues to be considered in responding to comment letters from the Securities and Exchange Commission (SEC). At some point in a public company’s existence it will have to address comments made by the SEC to one of its filings. Typically, the legal and accounting staff of the SEC’s Division of Corporation Finance (the Staff) will perform an extensive review of each registration statement filed in connection with an initial public offering (IPO).. However, the SEC may also review a registration statement for a follow-on offering, a registered exchange offer on Form S-4, or an issuer’s Annual Report on Form 10-K, although the extent of the review typically depends on the type of registration statement or filing and period of time between reviews. In connection with any review, the Staff will issue a comment letter. Counsel representing a company that has received a comment letter should take into account the various considerations addressed by this practice note.