Although the letter from the SEC staff will request a response in 10 business days, it is acceptable for management (usually through their counsel's call to the SEC staff) to request more time if 10 days is not sufficient. of the Forms 10-K filed. Although not identified among the top 10 topics, COVID-19 and the Russia-Ukraine war have been the source of various SEC staff comments issued over the past year, many of which have focused on disclosures related to (1) risk factors, (2) MD&A, (3) early-warning disclosures related to impairments, and (4) adjustments to non-GAAP measures. Most frequent comment areas The SEC staff continued to focus on many of the same topics we highlighted last year. review documents filed by registrants under the Securities Act of 1933 and the
nouns. The topics of managements discussion and analysis (MD&A) and non-GAAP measures disclosure remain the two most significant sources of SEC staff comments since the staff remains laser focused on them. The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russias invasion of Ukraine, supply-chain and labor issues, inflation, and rising interest rates affecting markets worldwide over the past year. sentences. Many issuers also complete annual CDP climate, water and/or forests questionnaires. Washington D.C., March 30, 2022 . In addition, senior members of the practice have advised on these matters for more than 30 years, enabling us to provide a long-term perspective that few firms can match. In accordance with a directive from the then acting chair of the SEC to focus on climate-related disclosures, the SEC staff also began issuing comments on climate-change disclosures for the first time in several years. In addition to the scheduled reviews, the SEC staff also conducts targeted reviews. Sharing our expertise and perspective. sentences. Comment letters from the SEC can come out of the blue, require a lot of work involving executive leadership and the board and result in changes to disclosures and internal processes. Parker Poes Julie Rizzo and Doug Harmon provide tactical guidance on planning in advance and responding well. It is for your own use only - do not redistribute. annual reporting cycle, they may find it helpful to consider the following SEC This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. 
We expect these factors to affect the volume of comments next year as well. Please see www.deloitte.com/about to learn more about our global network of member firms. Under the Divisions filing review process, the area of intervention. of Professional Practice, KPMG US. Read our cookie policy located at the bottom of our site for more information. To help the SEC meet its responsibilities under the Sarbanes-Oxley Act, the SECs Division of Corporation Finance (the Division) continues to selectively review documents filed by registrants under the Securities Act of 1933 and the Securities Exchange Act of 1934. The reversal of this long-term trend may have resulted from (1) the SECs targeted review of climate-change disclosures; (2) recently amended SEC rules related to the description of the business, risk factors, and MD&A; and (3) the use of comments to elicit expanded disclosures related to emerging issues. Parts of speech. Approximately 600 unique comment letters were submitted to the SEC by leading issuers, institutional investors, trade associations, NGOs and others. Revenue recognition also remains a focus of SEC staff comments. WebPublic comment letters relating to SEC rulemaking and regulatory actions are found in the Regulatory Actions section of the SECs Web site. domain of interest. Examinations will typically focus on whether RIAs and registered funds are accurately disclosing their ESG investing approaches and have adopted and implemented policies, procedures, and practices designed to prevent violations of the federal securities laws in connection with their ESG-related disclosures, including review of their portfolio management processes and practices. focus area means the section of a street extending from one cross intersection to the next cross intersection, together with the residential properties fronting on to that section of the street. In addition to cookies that are strictly necessary to operate this website, we use the following types of cookies to improve your experience and our services: Functional cookies to enhance your experience (e.g. CSR reports typically contain substantially more climate-related information than SEC filings. The Division will also review private fund advisers portfolio strategies, risk management, and investment recommendations and allocations, focusing on conflicts and disclosures around these areas. closed. "Asr[i0a>KGk
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Since the change in administration, the SECs focus on climate disclosure has been increasing. major focus.
SEC Comment Letter Considerations, Including Industry Insights. A more detailed discussion of the filing review process used by the Division of Corporation Finance can be found on the SEC's website at: Company name must be at least two characters long. 
future orientations. The identified reviewer of the filing concentrates on critical disclosures that appear to conflict with SEC rules or the applicable accounting standards and on disclosures that appear to be materially deficient in explanation or clarity. 
Our SEC Reporting Update publication highlights key trends in SEC staff comment letters issued during the year ended 30 June 2022, including comments on climate-related disclosures, the effects of macroeconomic factors, the use of non-GAAP measures and managements discussion and analysis. In this webcast, KPMG professionals discuss recent themes and trends in comment letter activity from the SEC and what areas of focus may be on the horizon. The Securities and Exchange Commissions Division of Examinations today announced its 2022 examination priorities, including several significant areas of focus and many perennial risk areas.
core area. Please refer to your advisors for specific advice. Find comprehensive guides to help you face your most pressing accounting and reporting challenges with clarity and confidence. WebOverview on SEC comment letter considerations The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russias invasion of Ukraine, supply chain and labor issues, inflation, and rising interest rates When a company has resolved all comments on a Securities Act registration statement, the company may request that the SEC declare the registration statement effective so that it can proceed with the transaction. antonyms. 
Log in. Do not delete! Division staff also takes into account input and advice from the Chair and other Commissioners, staff from other SEC divisions and offices, and other federal financial regulators. The SEC staff has taken note of the increasingly common issuer practice of publishing a separate corporate social responsibility report. X$iRHo~.2sdal,dS>f`x!,0p4Sw/fr
Emerging Technologies and Crypto-Assets The Division will conduct examinations of broker-dealers and RIAs that are using emerging financial technologies to review whether the unique risks these activities present were considered by the firms when designing their regulatory compliance programs. 0
(review years). Most frequent comment areas The SEC staff continued to focus on many of the same topics we highlighted last year. in the number of public companies over the past several years, which is largely Select a section below and enter your search term, or to search all click CorpFin conducts its reviews through 7 industry focused offices. closing letter to the registrant) within the corresponding These letters set forth staff positions and do not constitute an official expression of the SECs views. As registrants start to prepare for the 2022 Fullwidth SCC. Although the letter from the SEC staff will request a response in 10 business days, it is acceptable for management (usually through their counsel's call to the SEC staff) to request more time if 10 days is not sufficient. Select your location Close country language switcher. future guidelines. Pertains to 12-month periods ended July 31 companies. Consider removing one of your current favorites in order to to add a new one. Division performs some level of review of each registrant at least once every three Deloittes Roadmap. way forward. Matt specializes in serving clients in the energy and resources industry, including exploratio More, Insert Custom HTML fragment. antonyms. focal point. Lists. field of interest.
thesaurus. rates, as well as other emerging market events, and perhaps focus future comments on accounting and reporting related to these matters. At Deloitte, our purpose is to make an impact that matters by creating trust and confidence in a more equitable society. We ESG, CSR and Business and Human Rights. This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. area of emphasis. comments joining the list. reviews that are still ongoing or have recently been
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future guidelines. Broader SEC priorities often influence comment letter trends. letters that the SEC issued to registrants) and does not An investor attention-based quantitative measure of importance, using EDGAR downloads, also areas of interest. The topics that constitute this years top 10 list are largely Webdefinition. Log in. Broader SEC priorities often 
Please seewww.pwc.com/structurefor further details. Sample Letter to Companies Regarding Climate SEC comment letter industry insights and trends has been saved, SEC comment letter industry insights and trends has been removed, An Article Titled SEC comment letter industry insights and trends already exists in Saved items. in the 2022 edition of this publication: Was derived from data provided by Audit This content is copyright protected. Read our best practices here.
Do not delete! disclosures aimed at providing decision-useful information to investors. Lists. While the priorities primarily drive the Divisions examinations, the scope of any examination is determined through a risk-based approach that includes analysis of a given entitys history, operations, services, products offered, and other risk factors. This study examines the impact of SEC comment letters on future financial reporting outcomes and earnings credibility. Insights. In the announcement, the SEC indicated the Climate and ESG Task Force would develop initiatives to proactively identify ESG-related misconduct, with the initial focus on identifying any material gaps or misstatements in issuers disclosure of climate risks under existing rules. that is needed on this page. Parker Poes Julie Rizzo and Doug Harmon provide tactical guidance on planning in advance and responding well.
We also expect the SEC staff major focus. All rights reserved. endstream
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Given the recent amendments to the rules governing MD&A, we expect comments on this topic to remain high. Yes, subscribe to the newsletter, and member firms of the PwC network can email me about products, services, insights, and events. This box/component contains JavaScript that is needed on this page. May be different upon comparisons with the This study examines the impact of SEC comment letters on future financial reporting outcomes and earnings credibility. While the SEC is Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off. Lists. 
Generally, OCA addresses questions concerning the application of GAAP while CorpFin resolves matters concerning the age, form, and content of financial statements required to be included in a filing. The reviewer evaluates the disclosure from a potential investors perspective and asks questions that an investor might ask when reading the document. Exceptional organizations are led by a purpose. influence comment letter trends. comment_letter_trends_DM. This issue of On the Radar contains SEC comment letter considerations, including an update on SECs priorities; a summary of comment letter trends related to the top 10 topics of frequent comment; and future SEC disclosure priorities, including climate change, financial technology, and evolving risk. Select a section below and enter your search term, or to search all click Later that month, Acting Chair Lee issued a Statement indicating she was directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings.
expect these factors to affect the volume of comments next year as well.
Use our Accounting Research Online website for financial reporting resources. Is related to reviews conducted by the 
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