SEC Comment Letter Responses

Summary

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. The legal and accounting staff of the SEC's Division of Corporation Finance (Staff) will perform an extensive review of a company’s registration statement filed in connection with an initial public offering (IPO). The SEC may also review a registration statement for transactions, including a follow-on offering and a registered exchange offer on Form S-4, and an issuer's periodic or current reports, including an Annual Report on Form 10-K. The extent of the review typically depends on the type of registration statement or filing and period of time between reviews. For example, the Sarbanes-Oxley Act of 2002 requires that the Staff reviews every public company’s financial statements at least once every three years, and the Staff may review a company’s Annual ...