SEC Comment Letter Process

News & Analysis as of

Updated Non-GAAP Guidance: The First 150 Comment Letters

In May of this year, the staff of the SEC’s Division of Corporation Finance updated its C&DIs regarding the use of non-GAAP financial measures. We summarized the May 2016 update in an earlier client publication. Since the...more

Capital Markets & Public Companies Quarterly: Potential Shift in SEC’s Proxy Access No-Action Policy and Other New Guidance from...

The third quarter of 2016 saw the US Securities and Exchange Commission (SEC) carry forward its momentum from an active second quarter. Recent developments include new SEC Compliance & Disclosure Interpretations (C&DI) and...more

Tandy Reps are No More

The SEC announced on October 5th that, effective immediately, “Tandy” representations are no longer required in company responses to SEC comment letters. Practically speaking, this requires only a simple template modification...more

Randy “Tandy” Dandy No More

On October 5, 2016, the SEC unceremoniously dropped a long-standing requirement that issuers affirmatively state that they will not raise the SEC review process and acceleration of effectiveness as a defense to legal...more

'Tandy' Representations No Longer Required in Responses to SEC Staff Comments

The U.S. Securities and Exchange Commission’s Division of Corporation Finance announced that the staff will no longer require companies to provide the so-called “Tandy” representations in response to staff comments on a...more

Unilateral Disarmament, The Prisoners’ Dilemma And SEC Staff Comment Letters

In an arms race, each suffers the worst result if it disarms and the other side remains armed. However, if both sides are armed, they are not as well off as when both sides are disarmed. This is, of course, the classic...more

Comment Letter Requests SEC Require Public Companies To Furnish Gender Pay Ratio Data To Investors

In a February 1, 2016 comment letter to the Securities and Exchange Commission (“SEC”), Pax Ellevate Management LLC Chair Sallie Krawcheck and Chief Executive Officer Joseph F. Keefe requested that the SEC take steps to...more

SEC Comment Letters–A New Twist on Insider Trading?

A few days ago the New York Times reported a recent study by three professors at the Haas School of Business at the University of California at Berkley that notes increased insider sales just prior to the EDGAR filing of...more

Academic Study Shows Increases In Insider Sales Prior To Public Release Of Certain SEC Comment Letters

Articles in Compliance Week and Forbes report on a recent academic study showing unusually high levels of stock sales by insiders in the period prior to public release of SEC comment letters that addressed revenue...more

Lessons Learned in 2012

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

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