The primary objective of this audit was to evaluate how well the Division achieves its objectives with respect to the timeliness and effectiveness of the comment letter process. Explore Deloitte University like never before through a cinematic movie trailer and films of popular locations throughout Deloitte University. Information in this publication is based on Very limited successful actions for implementation exist and obstacles are so prevalent that the unit is significantly impaired from implementing the supporting objective. The staff examiner performs the initial review of the filing for compliance with applicable securities laws. Participants indicated that a more direct link between the training and the filings they actually review would make the training more effective. Number of SEC comment letters by year . communicating that its review is complete. decline in the number of reviews with comment letters over the past several We collected two sets of ratings (i.e., actual and importance) for each of the objectives. They met twice to discuss the issues and identify potential actions to enhance the comment letter process. Publication date: 30 Jun 2022. us SEC Comment Letter Trends. that have been closed and subsequently posted to EDGAR. 3 The Commission is generally not implementing the supporting objective. Proquest LLC. This sub-element requires a specific average number of "exams or other reviews per month." Select a section below and enter your search term, or to search all click Approximately 19% of the comment letter conversations include a confidential treatment request from the firm to redact at least a portion of their response letter. ttp://www.sec.gov/answers/commentletters.htm. Overall, managers assigned higher ratings than did the staff to the achievement of all but one of the supporting objectives. If appropriate, an issuer may also seek consideration from the Division's Office of Chief Accountant or from the Division Director. remember settings), Performance cookies to measure the website's performance and improve your experience, Marketing/Targeting cookies which are set by third parties with whom we execute marketing campaigns and allow us to provide you with content relevant to you. Scope And Objectives Appendix B includes the scales used to rate the actual implementation (effectiveness) of the supporting objectives. Office staff read through all of the comments and identified forty-two "resulting issues." Some staff mentioned a perceived lack of promotion opportunity (especially to GS-14), as well as a lack of bonuses and other rewards. Management and staff provided nearly identical scores for the importance of two supporting objectives, management review and communicate comments. Since mid-2021, the SEC has issued at least three comment letters asking companies to address climate disclosure in the general disclosure section of their filings. with large accelerated filers representing 61 percent of the reviews with As registrants start to prepare for the 2022 annual reporting cycle, they may find it helpful to consider the following SEC priorities: For a comprehensive discussion of comment letter trends affecting SEC filers, see Deloittes Roadmap SEC Comment Letter Considerations, Including Industry Insights. Prior to joining Smarsh, Marianna worked for BNY Mellon and Invesco where she was an instrumental member on compliance teams.Marianna has also served as an adjunct professor at New York Career Institute where she taught Law Office Management and Real Estate Law. Several participants suggested separating legal and accounting comments in the comment letter. The SEC continues to prioritize reviews of larger companies, with large, accelerated filers representing 61% of the reviews with comment letters in the current year even though they represented only 31% of the Forms 10-K filed. addition, we expect the number of comments to grow next year because of a rise The staff accountant performs the initial review of the financial statements in the filing for compliance with Generally Accepted Accounting Principles and other accounting rules and regulations. Regulators are focusing on both Reg BI implementation and technology, so make sure not to miss the mark. The Division should review the role of futures comments to determine if there is any adverse impact on disclosure if there is no follow-up, and take appropriate action. Comments were received timely and they were able to resolve their comments in time to execute their transactions. Former San Antonio-area stock broker and investment adviser Matthew A. Asking the better questions that unlock new answers to the working world's most complex issues. Smarsh is a registered trademark of Smarsh Inc. in the European Union. PwC. Responding to a comment letter? Issues that were considered material in some groups were not always considered material in other groups, or even from reviewer to reviewer.1 No written guidance has been developed for reviewers. The twenty comment letters we reviewed appeared to be prepared in accordance with Division operating procedures. war, supply-chain disruptions, labor shortages, inflation, and rising interest The questions gave structure to the discussions and facilitated the conduct of the workshops. Heres how the numbers have * The SEC publicly releases comment letters no . Our SEC Reporting Update publication focuses on key trends in SEC staff comment letters issued for the year ended 30 June 2019, including an increase in comments related to the new revenue standard and a focus on the use of non-GAAP measures that employ individually tailored accounting principles. acquisition of a private operating company. customer complaints mentioning such communications? Informing your decision-making. CEO survey: US CEOs brace for a recession of unknown magnitude. STUDIO DEVELOPMENT TEAM +++. In addition to issuing comment letters on registrants' SEC filings, the Division of Corporation Finance has continued to broadly increase its communications related to enhancing disclosures. Subscribe to receive a monthly digest of articles exploring regulatory updates, news, trends and best practices in electronic communications capture and archiving. The global business landscape has been changing rapidly, with the The staff thought the objective was not being achieved; management rated it as generally being achieved although some obstacles impaired full implementation. These recommendations include updating review guidance as appropriate, designing and implementing formal training for reviewers, and improving the use of outcome-based program performance measures. The topics that constitute this years top 10 list are largely This document is an HTML formatted version of a printed document. The Office selected staff to participate in the workshops based on criteria developed by the Office (e.g., must have been on staff at least six months). You may withdraw your consent at any time by emailing privacy@smarsh.com. complied with the existing interpretive guidance. Several successful actions for implementation exist, but some obstacles are impairing the unit's ability to fully implement the supporting objective. The participants then passed the cards down to a designee who read them out loud to the Office facilitator. [Appendix B contains the rating criteria used by the participants.] Our SEC Reporting Update publication focuses on key trends in SEC staff comment letters issued for the year ended 30 June 2019, including an increase in comments related to the new revenue standard and a focus on the use of non-GAAP measures that employ individually tailored accounting principles. Importance. Addressing SEC comment letters can be an arduous process. Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off. However, they also indicated that the training needed to focus more on the work that the staff actually performed. The staff has begun issuing comments related to climate change disclosures on both annual reports on Form 10-K and registration statements. Tell us about yourself, and well be in touch right away. activated.+++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE All rights reserved. Below are highlights of the FINRA 2020 priorities: Communications via Digital Channels An emerging focus for FINRA is digital communications. Applicability. The Division communicates its comments to the issuer after the filing review to obtain appropriate improvements in disclosure. A possible approach is to link staff performance evaluations more to the outcomes of filing reviews and impacts on the achievement of the Division's objective (improve disclosure to investors) and depend less on output measures. However, even when removing these form letters from consideration, fully 2,341 individualized comment letters remaina substantial number, and a significant percentage (16%) of the . and/or revise the labeling of your non-GAAP financial measures in future filings to adequately reflect what is being presented." (SEC Comment Letter to GGP Inc., (March 30, 2017).) However, issuers often do not request this protection. The Division has also indicated it has taken steps to reduce the burden on the filer. SEC staff from the Divisions of Corporation Finance and Investment Management issue this type of comment letter in connection with their review of disclosure filings. These responses were generally consistent with responses from other issuer contacts the Division discussed with us. Thus, an employee would be able to access the Internet but not the email functionality. Comment Letters. To test whether advisors are using unapproved communication channels, I recommend setting up automated keyword searches For example, the Smarsh Professional Archive has the ability to automatically flag emails that contain certain words or phrases likely to warrant review. We also expect the SEC staff to continue monitoring the effects of the COVID-19 pandemic, the Russia-Ukraine war, supply chain disruptions, labor shortages, inflation, and rising interest rates, as well as other emerging market events, and perhaps focus future comments on accounting and reporting related to these matters. Specifically, the SEC asked companies how certain items (such as advertising or commission revenue, outcome-based . Our SEC Reporting Update publication highlights key trends in SEC staff comment letters issued during the year ended 30 June 2020, including comments on accounting and disclosures related to the COVID-19 pandemic, the use of non-GAAP measures, management's discussion and analysis and revenue recognition. According to management, the benefit of improving reviews of a smaller number of filings would not justify the loss of reviewing a larger number of filings, albeit at only the current quality level. 2 For example, the Division contends that as a result of staff comments in FY 1996, forty-one companies were required to restate their income. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. The tone in 2020 has not changed for both FINRA and SEC when it comes to noncompliance. In the letters, the regulators highlighted technology-related topics while also focusing on existing priorities, reminding firms of the need to adopt comprehensive supervisory processes that will ensure compliance and exam preparedness. Over the past several years, In these unprecedented times, the SEC continues to provide registrants with The table below summarizes comment letter trends by topic in the 12-month period ended July 31, 2022 (review year 2022 or the current year). result in increased focus and scrutiny from the SEC staff. One of the questions generally posed by the SEC, Fox said, is why information included in a registrant's sustainability report is not included in its Form 10-K. "I believe that the SEC staff questioning of filings will really begin to bite. Supervisors measure staff performance through an evaluation process using established performance standards. Successful actions for implementation are predominate and obstacles, if any, do not interfere in the unit's basic ability to implement the supporting objective. Please seewww.pwc.com/structurefor further details. Do not delete! The comments are then faxed to the issuer. Few successful actions for implementation exist and many obstacles impair the unit's ability to implement the supporting objective . After reviewing this information, the Office then contacted an additional five companies for their feedback on the Division's comment letter process. Welcome to Viewpoint, the new platform that replaces Inform. reviews were closed and posted to EDGAR after that edition Please see www.deloitte.com/about to learn more about our global network of member firms. EY helps clients create long-term value for all stakeholders. Issuers who disagree with the views of the Division staff may contact successively higher levels in the Division, including the Director. The issuers we contacted indicated that their experiences with the Division were generally positive. This box/component contains code Participants also indicated that the result of their activities can be expressed better than relying solely on the number of filings reviewed.2 The Division has indicated that its reviews resulted in identification of novel and unique accounting issues, changes in industry practices, and changes in Generally Accepted Accounting Principles. The SEC Division of Corporation Finance's filing review process is a key function utilized by the SEC staff to monitor the critical accounting and disclosure decisions applied by registrants. Cybersecurity, strategy, risk, compliance and resilience, Value creation, preservation and recovery, Explore Transactions and corporate finance, Climate change and sustainability services, Strategy, transaction and transformation consulting, Real estate, hospitality and construction, How blockchain helped a gaming platform become a game changer, How to use IoT and data to transform the economics of a sport, M&A strategy helped a leading Nordic SaaS business grow. Some participants felt that some reviewers change the comments on a filing, or insert new comments, without notifying them. At Deloitte, our purpose is to make an impact that matters by creating trust and confidence in a more equitable society. These materials were downloaded from PwC's Viewpoint (viewpoint.pwc.com) under license. How do you move long-term value creation from ambition to action. to continue monitoring the effects of the COVID-19 pandemic, the Russia-Ukraine In turn, the Chairman contacted some of the companies for feedback on their experience with the Division's filing review process. 2019 - 2023 PwC. Does your firm have a process in place to evaluate new tools available to your registered representatives to determine whether there are digital communications channels that should be captured, included in your firms routine electronic communications supervisory reviews, and stored in accordance with books and records requirements? annual reporting cycle, they may find it helpful to consider the following SEC Once the new standard goes into effect on June 30, 2020, FINRA will start examining firms actual compliance with Reg BI and its new customer relationship summary disclosures. Does your firm periodically test its systems to ensure these communications are being captured for review and retention? Analytics. 4. This week, Heather Horn was joined by Valerie Wieman, a partner in PwC's National Office, to discuss a brand new comment letter tren The Office prepared the audit report. If you require a printed version of this document contact the United States Securities and Exchange Commission, Office of Inspector General, Mail Stop 11-7, 450 Fifth Street N.W., Washington, D.C. 20549 or call (202) 942-4460. It also highlights areas the SEC staff . Participants generally agreed that the Division does a good job in communicating the results of their reviews to issuers. April 16, 2021 . The Securities and Exchange Commission's Office of Inspector General (Office) evaluated the Division of Corporation Finance's (Division) comment letter process. He is respons More, Matt is an Audit & Assurancepartner for Deloitte & Touche LLP with vast experience in public accounting. By Anonymous. 4. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. The training is presented by various Division senior staff and managers. For instance, reviewers sometimes appeared inconsistent in their approaches. Participants felt that the review process could be enhanced with more communication between the staff and the reviewers. 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. disclosures aimed at providing decision-useful information to investors. 22 percent of the Forms 10-K filed. However, despite these concerns, participants indicated they were proud to work for the Commission, in particular the Division. Our SEC Reporting Update publication highlights key trends in SEC staff comment letters issued during the year ended 30 June 2020, including comments on accounting and disclosures related to the COVID-19 pandemic, the use of non-GAAP measures, managements discussion and analysis and revenue recognition. Workshop participants anonymously rated how well the Division achieved each of its six supporting objectives. They felt that, in certain cases, Internet e-mail could possibly be a faster way to contact issuers. During the audit, management designated the primary objective of the comment letter process to be: Division management also identified six supporting objectives. The participants in the workshops expressed a desire for better communication of Division filing review policies from management to staff; more consistent treatment of filing issues; clearer definition of accountant, examiner, and reviewer responsibilities; and re-evaluation of the filing examination report format. trend may have resulted from (1) the SECs targeted review of climate-change Firms receiving comment letters from the SEC are more likely to restate financial statements (Adams et al., 2017;Cassell et al., 2013;Heese et al., 2017; Ryans, 2020). This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. 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. The insights and services we provide help to create long-term value for clients, people and society, and to build trust in the capital markets. are on the horizon, we look to the Commissions priorities to help us predict For inquiries and feedback please contact ourAccountingLink mailbox. Regulation Best Interest (Reg BI) and Form CRS FINRA intends to spend the first part of the year reviewing broker-dealers preparedness for Reg BI. Our analysis of SEC comment letters identifies the frequency of topical areas addressed by the SEC staff and how their focus areas changed over time. Staff participants believed that the performance element for number of filings reviewed overshadowed the other performance rating criteria in their evaluations. This message will not be visible when page is activated. The firm should be able to demonstrate adherence to the requirements during exams conducted by regulators. Each member firm is a separate legal entity. Participants emphasized that these checklists and guides, while useful, are not a substitute for the ability to understand the transaction in the filing. Please enable JavaScript to view the site. This content is copyright protected. This includes website and social media updates, such as LinkedIn, Facebook, Instagram, etc. The Division also uses the number of filings reviewed to justify its budget staffing levels. Data Evaluation priorities: For a comprehensive discussion of The Division should design and implement formal training for reviewers. us SEC Comment Letter Trends. expanded disclosures related to emerging issues. Other focus areas listed in the SECs 2020 exam priorities are retail investors, including seniors and those saving for retirement; market infrastructure; information security; anti-money laundering programs; and FINRA and the Municipal Securities Rulemaking Board (MSRB). referred to generally as filings). The Commission is currently seeking a contractor to modernize EDGAR. Performance obligations: Nature of performance obligations - Descriptions of your contracts discuss several activities. Discover how EY insights and services are helping to reframe the future of your industry. Includes only information related to reviews Over the past several years, the global economy has been affected by a variety of emerging market events, and the SEC staff often issued comments on these topics to request expanded disclosures aimed at providing decision-useful information to investors. FINRA 2020 Exam PrioritiesThe Financial Industry Regulatory Authority (FINRA) has also released its 2020 priorities letter highlighting its areas of focus. Copyright 2023 Deloitte Development LLC. Management revised their objectives further based on experience gained in the pilot workshop, which consisted of senior Division management. They were: Management Review - Review the examination report/draft comments for policy considerations (e.g., materiality, uniformity). Source: Audit Analytics SEC UPLOAD of comment letters related to Forms 10 -K and 10 -Q that were publicly available during the 12 -month periods ended on 30 June each year. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. inflation, and rising interest rates affecting markets worldwide over the past year. Participants indicated that some reviewers read the entire filing before reviewing the examination report, others scanned the filing, while still others relied solely on the examination report. As a result, the staff, especially the newer staff, do not get the benefit of the learning experience from discussion of the reviewer's results. 1 Division is conducting a study simultaneous with this audit in an effort to increase uniformity. We also reviewed a list of 192 companies whose filings were reviewed by the Division and that were contacted by the Chairman of the Commission to obtain feedback on their experience with the Division's filing review process. The participants agreed that, taken as a whole, the Division's comment letter process was achieving its primary objective to improve disclosure to investors. The Division has training for new staff examiners and accountants. SEC staff is using insights from this work in its drafting of new ESG-related disclosure requirements. The issuers we contacted indicated that their experiences with the Division were generally positive. 3 tactical moves for oil and gas companies in 2023, Select your location Close country language switcher. 2022 Regulatory Roundup: Record-Breaking Penalties Provide a Glimpse Into 2023, Smarsh Advance Recap: Voice The Newest Frontier in Supervision, More Wall Street Sweeps Focus on Off-channel Communications, Our Top 5 Digital Communication Predictions for 2023. At EY, our purpose is building a better working world. The letters are limited to the specific facts of the filing in question and do not apply to other filings. Managers rated the importance of all of the supporting objectives slightly higher than did the staff. We also expect the SEC staff to continue monitoring the effects of the COVID-19 pandemic, the Russia-Ukraine war, supply-chain disruptions, labor shortages, inflation, and rising interest rates, as well as other emerging market events, and perhaps focus future comments on accounting and reporting related to these matters. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. At EY, our purpose is building a better working world. Participants rated resolution of comments as the second most important of the six supporting objectives. 1 The supporting objective is not important and should not be implemented at the Commission. consistent with last years list, with the notable exception of climate-change Does your firm have policies and procedures to identify and address conflicts of interest? Public comment letters relating to SEC rulemaking and regulatory actions are found in . Participants indicated that they tended to focus more on the activities by which they believed their performance was measured, and less on activities that were important but did not appear to them to affect their performance evaluations. Please see www.pwc.com/structure for further details. Participants felt that the checklist should be reviewed for possible revision. Such comment letters are along the lines of an illustrative comment letter released by the Securities and Exchange Commission's (SEC) Division of Corporation Finance (Division) in September 2021 . expect these factors to affect the volume of comments next year as well. The sample comment letter includes an illustrative, non-exhaustive list of comments that the SEC's Division of Corporation Finance may issue to companies about their climate-related disclosure or the absence of such disclosure. Despite the differences in the ratings, the participants believed that, taken as a whole, the Division was achieving its primary objective to improve disclosure to investors. Please reach out to, Effective dates of FASB standards - non PBEs, Business combinations and noncontrolling interests, Equity method investments and joint ventures, IFRS and US GAAP: Similarities and differences, Insurance contracts for insurance entities (post ASU 2018-12), Insurance contracts for insurance entities (pre ASU 2018-12), Investments in debt and equity securities (pre ASU 2016-13), Loans and investments (post ASU 2016-13 and ASC 326), Revenue from contracts with customers (ASC 606), Transfers and servicing of financial assets, Compliance and Disclosure Interpretations (C&DIs), Securities Act and Exchange act Industry Guides, Corporate Finance Disclosure Guidance Topics, Center for Audit Quality Meeting Highlights, Insurance contracts by insurance and reinsurance entities, explore the SEC comment letter trends in other sectors, Non-GAAP financial measures: 5 things you need to know podcast, Liabilities, payables and accrual estimates, {{favoriteList.country}} {{favoriteList.content}}. The Division uses its comment letter process to communicate staff concerns and potential deficiencies to filers in order to improve disclosure. Participants were asked to describe risks in the examination report/draft comment process. Each workshop took from 4 to 6 hours to complete. The insights and services we provide help to create long-term value for clients, people and society, and to build trust in the capital markets. Many participants enjoyed the level of responsibility assumed early in one's career and working with the top securities lawyers and firms in the industry. We made several comparisons (e.g., how well ratings aligned). The Government Performance and Results Act of 1993 (GPRA) requires agencies to develop outcome-based performance measures to gauge progress toward goals. Management and auditors discussed a number of examples of possible objectives in several joint meetings. Fullwidth SCC. Our analysis of SEC comment letters issued in relation to Form 10-K and Form 10-Q filings identifies the frequency of topical areas addressed by the SEC staff and how their focus areas changed over time. In addition to providing our insights on the nature of the SEC staff comments, we provide sample text from the SEC staffs comments and links to where you can learn more about the accounting and disclosure requirements addressed in each topical area. Insights. Each success, obstacle, and recommendation was then coded and electronically transferred to a "resulting issue worksheet." comment letters in the current year even though they represented only 31 percent This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. The staff and management disagreed about whether the measurement of staff performance was achieving the Division's objectives. We find that deals for which S-4s receive an SEC comment letter have a significantly higher completion rate, although the M&A process is significantly prolonged. This content is copyright protected. Once you have viewed this piece of content, to ensure you can access the content most relevant to you, please confirm your territory. Participants also valued the extent to which they exercised judgment in their work. For example, in 2010 the staff issued (1) periodic updates to the To stay logged in, change your functional cookie settings. Welcome to the Deloitte Accounting Research Tool (DART). Prior to the workshops, each participant received a handbook that described expectations and encouraged them to think about the management objectives in advance. The composite ratings for how well the participants felt that the Division actually achieved its six supporting objectives were as follows: An important theme, expressed overwhelmingly by the participants, was the personal commitment of Division employees to maintain high standards of quality in filing reviews. This supplemental material is sometimes proprietary information that should be protected from public disclosure. EY | Assurance | Consulting | Strategy and Transactions | Tax. Participants in the workshop discussed some of their concerns regarding the review process. Staff requests futures comments when the improvements are not immediately consequential, but will improve disclosure. Management Review - Review the examination report and draft comments for policy considerations (e.g., materiality, uniformity). The SEC continues to prioritize reviews of larger companies, Do your firm and your registered representatives guard against excessive trading, irrespective of whether the broker-dealer or associated person controls the account? 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. Do your firm and your associated persons consider reasonably available alternatives to the recommendation? The Commission receives thousands of filings each year by issuers registering securities and submitting required reports and schedules. Program Performance Measures - Measure and evaluate the performance of the comment letter process accurately. percent of reviews with comment letters were for registrants generating $1 DTTL and each of its member firms are legally separate and independent entities. The SEC Division of Corporation Finance's filing review process is a key function utilized by the SEC staff to monitor the critical accounting and disclosure decisions applied by registrants. Pertains to 12-month periods ended July 31 The Securities and Exchange Commission's Office of Inspector General (Office) evaluated the Division of Corporation Finance's (Division) comment letter process. Does your firm have policies and procedures to provide the disclosures required by Reg BI? As registrants start to prepare for the 2022 In many instances, they had already recognized the issues and taken corrective actions. By continuing to browse this site, you consent to the use of cookies. This webcast will feature: Recent themes and trends in SEC comment letters To help the SEC meet its responsibilities under the Sarbanes-Oxley Act, Workshop discussions indicated that this supporting objective received low scores from participants because of concern with the Division's use of number of filings reviewed as its primary measure of program performance. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. Communicate Staff Findings Office staff recorded all of the successes, obstacles, and recommendations ("comments") from the workshop participants on worksheets, and distributed them to the participants, who subsequently verified the worksheets. For Reg BI, firms should be well on their way to determining technology changes needed for compliance with the new rule. Please refer to your advisors for specific advice. We use cookies to personalize content and to provide you with an improved user experience. The Division of Corporation Finance reviews filings submitted by issuers intending to offer securities in the public markets. We use cookies to personalize content and to provide you with an improved user experience. Participants indicated that issuers sometimes do not appear aware of the protections available for the supplemental material submitted to the Division. Change Disclosures. Disclosure-event abnormal returns, revenue . STUDIO DEVELOPMENT TEAM +++, Telecommunications, Media & Entertainment. Program Performance Measures EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. By providing your details and checking the box, you acknowledge you have read the, The following fields are not editable on this screen: First Name, Last Name, Company, and Country or Region. Resolve Comments Program performance measures are used to measure and evaluate the performance of the review of filings. Lack of flexibility in work hours concerned some staff. For example, draft filings are sometimes accepted to save filers time and money. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. All companies with existing or potential future SEC reporting requirements, Recent themes and trends in SEC comment letters, Areas of focus that may be on the horizon. Click on a trend or select a trend from the table of contents to learn more. CFGI analyzed 200 comments made by the SEC staff on companies' financial statements and disclosures, made in Management's Discussion & Analysis filed on Form 10-Q and Form 10-K. 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. Generally, this task is delegated to senior accountants and examiners. Division staff are now able to access the applicable guidance on-line. Consider removing one of your current favorites in order to to add a new one. The Division converted its standard examination reports, internal division memoranda, staff manuals, legal bulletins, current issues, industry guides, and disclosure regulations to electronic form. These include: communications with the public (with a focus on private placement retail communications and communications via digital channels); Regulation Best Interest (Reg BI), cash management, and bank sweep programs; direct market access controls; best execution; disclosure of order routing information; and cybersecurity. One of the most significant risks was missing a major issue during a filing review. investors. Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off. comments joining the list. 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. If the firm permits employees to communicate with customers through these systems or other non-firm email addresses, the firm is required to supervise and retain those communications. How do you move long-term value creation from ambition to action. The SEC Division of Corporation Finance's filing review process is a key function utilized by the SEC staff to monitor the critical accounting and disclosure decisions applied by registrants. All of the participants felt that their work made a difference and had an impact on the securities industry. Amendment requests indicate that the required improvements are viewed as material to an investor's decision. If you have any questions pertaining to any of the cookies, please contact us us_viewpoint.support@pwc.com. Please refer to your advisors for specific advice. For inquiries and feedback please contact ourAccountingLink mailbox. The primary objective developed by management was: Management also developed six supporting objectives, reflecting the activities that make achievement of the primary objective more likely. Company name must be at least two characters long. In each episode of our 2022 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC's Division of Corporation Finance. 6LinkedIn 8 Email Updates, Appendix A - Control Self Assessment Methodology. The filings selected for some level of review are assigned to a staff accountant and examiner. Consider removing one of your current favorites in order to to add a new one. We also reviewed reports of registrations filed between October 1, 1996 and June 31, 1997 (1,228 registrations receiving full reviews and 567 registrations receiving a monitor for one or more specific items) to determine the timeliness of the initial filing review comments. If your firm and your associated persons agree to provide account monitoring, do you apply the best interest standard to both explicit and implicit hold recommendations? Workshop participants agreed that the current process works well in resolving comments. In _______________________, STAY CONNECTED years and may issue comments to such registrants. This means firms need to capture, archive, and supervise all written business communications. Explore the topics at the Financial Reporting View. Staff document and communicate findings from the review of disclosure filings to supervisors by means of an examination report and draft comments. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Also, broader access to information on issues previously identified in a particular industry would also be helpful. In particular, examinations of registered investment advisers (RIAs) will focus on RIAs that have never been examined. Comments may consist of requests for supplemental information, amendments to filings, or improvements in future filings (futures comments). Learn more about the documentation SEC examiners likely will request and six areas of focus that organizations may want to address as they prepare for an . It is for your own use only - do not redistribute. This includes 10,589 comments that the SEC itself identified as form letters, and another 1,715 apparently individualized comments that were actually form letters. A written list of steps, referred to during the workshops as a "checklist," guide the examination process. Also, some reviewers are seen as not willing to discuss their review results with the staff. KPMG webcasts and in-person events cover the latest financial reporting standards, resources and actions needed for implementation. EY is a global leader in assurance, consulting, strategy and transactions, and tax services. The review also sought to provide management with staff views of the importance of the comment letter process objectives, and to recommend actions to increase the likelihood that their objectives would be achieved. This audit report is based on these analyses. We then analyzed the ratings to determine the participants' views of how well they achieved the objectives. Our internal subject matter experts and our network of external industry experts are featured with insights into the technology and industry trends that affect your electronic communications compliance initiatives. In these unprecedented times, the SEC continues to provide registrants with proactive guidance as needed and to conduct ongoing reviews and oversight to protect investors. These outcomes of staff filing reviews were documented in "quantifiable benefits" memos. In addition, they described a "collegial" atmosphere. This message will not be visible when page is In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. Another letter signed by over five hundred investors, foundations, companies, lawmakers, and NGOs, expresses support for SEC rulemaking by noting that "climate change poses a variety of material risks to companies of all sizes in all industries across our nation.". future area of focus for sec comment letters. The examination report should also be periodically reviewed and revised as necessary. However, some duplication of comments occurred in categories that included both accounting and legal issues, such as in the Management's Discussion and Analysis (MD&A) section of the filing. Other industry groups have manuals containing guidance on issues specific to that industry. Does not include the SECs closing letter FASB Accounting Standards Codification Manual, SEC Rules & Regulations (Title 17 Commodity and Securities Exchanges), Trust Services Principles, Criteria, and Illustrations, Principles and Criteria for XBRL-Formatted Information, Audit and Accounting Guides & Audit Risk Alerts, Other Publications, Press Releases, and Reports, Dbriefs Financial Reporting Presentations, Business Acquisitions SEC Reporting Considerations, Comparing IFRS Accounting Standards and U.S. GAAP, Consolidation Identifying a Controlling Financial Interest, Contingencies, Loss Recoveries, and Guarantees, Convertible Debt (Before Adoption of ASU 2020-06), Environmental Obligations and Asset Retirement Obligations, Equity Method Investments and Joint Ventures, Equity Method Investees SEC Reporting Considerations, Fair Value Measurements and Disclosures (Including the Fair Value Option), Guarantees and Collateralizations SEC Reporting Considerations, Impairments and Disposals of Long-Lived Assets and Discontinued Operations, Qualitative Goodwill Impairment Assessment A Roadmap to Applying the Guidance in ASU 2011-08, SEC Comment Letter Considerations, Including Industry Insights, Transfers and Servicing of Financial Assets, Roadmaps Currently Available Only as a PDF. Where possible, firms should block access to these email platforms through their networks. SEC Comment Letter The Division should develop a guide for reviewers to use in reviewing examination reports. The staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC") published a sample comment letter on climate change disclosures on September 22, 2021. Prior research on SEC comment letters has almost exclusively focused on reviews of periodic filings, such as 10-Ks. Certain services may not be available to attest clients under the rules and regulations of public accounting. Workshop participants overwhelmingly reported that, although not perfect, the comment letter process is effective in improving disclosure. These audit steps are described in further detail in Appendix A. They valued the experience of working in substantive areas of securities law. The workshops were set up to be roughly representative of staff involved in the comment letter process within the Division. These letters set forth staff positions and do not constitute an official expression of the SECs views. It also highlights areas the SEC staff may focus on next and summarizes best practices that may help companies respond to SEC staff comment letters. These examinations will include RIAs advising retail investors as well as private funds. Our series on SEC comment letter trends continues with an area that often puts companies in the staff's spotlight: goodwill. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Estimating variable consideration requires significant judgment, and the SEC asked about this judgment in 8.1 percent of its ASC 606 comment letters. Recent SEC disclosure rules and interpretive Bloomberg. It includes instruction in information sources, reviewing the Management's Discussion and Analysis section of filings, EDGAR, how to review a filing, and legal and accounting issues. While this guide does not have to be a detailed checklist, nor a substitute for the reviewer's judgment, it should help provide a more consistent approach. Comments were received timely and the issuers were able to resolve their comments in time to execute their transactions. Sign up to benefit from their deep understanding, tips and best practices regarding how your company can manage compliance risk while unlocking the business value of your communications data. 12-month period ended July 31, 2022 (review year 2022 or the current You can create keywords and key phrases to flag the risk of advisors using unauthorized communication channels. 1 The Commission is not implementing the supporting objective in a meaningful manner. Do your firms supervisors know the red flags that indicate a registered representative may be communicating through unapproved communication channels? To minimize the duplication, management decided to consolidate the accounting and legal comments. Sharing our expertise and perspective. Division performs some level of review of each registrant at least once every three business, risk factors, and MD&A, and (3) the use of comments to elicit the Dear Issuer letter the SEC issued in September 2021 with sample comments on climate disclosures. Both managers' and staff's scores indicated that the program performance measure objective was generally not achieved. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Office personnel convened six workshops after obtaining the objectives. They thought the policy made it appear as if the foreign issuers were being "favored." Ratings for this objective indicate that participants feel that the objective is generally implemented, but that some obstacles impair full implementation of this supporting objective. The facilitator then repeated the procedure to rate how important (or desirable) the participants thought the objective was. 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 workshop participants discussed and anonymously rated each supporting objective. Key topics addressed in recently released SEC comment letters are discussed in a new Deloitte publication, "SEC Comment LettersIncluding Industry Insights: What 'Edgar' Told Us." The publication is the ninth edition in the firm's SEC Comment Letter series and includes extracts of frequently issued SEC staff comments, additional analysis and links to resources that are relevant to . Communicate Comments In addition, we expect the number of comments to grow next year because of a rise in the number of public companies over the past several years, which is largely attributable to increased transaction activity related to traditional initial public offerings and special-purpose acquisition companies (SPACs) in 2020 and 2021. The results of the review are to be discussed with the staff accountant and examiner, who make the appropriate changes before the comment letter is issued. The SEC has recently started to release the comment letters and responses. The Task Force's recommendations have thus far resulted in elimination of forty-six rules and six forms. Each member firm is a separate legal entity. 2023 Smarsh Inc. Smarsh and the Smarsh logo are registered trademarks of Smarsh Inc. in the United States. year). To send a message to . Separately, we also reviewed feedback from issuers on the process and analyzed information on comment letters and filing processing to determine conformance to Division procedures and timeliness goals. After reviewing a filing, staff prepare an examination report summarizing the transaction and identifying any material disclosure issues. Unless noted otherwise, comment letter trend information At the same time, participants felt they did not get appropriate credit for their other work such as monitors, confidential treatment applications, follow-up on previous comments, and no action letters. that is needed on this page. 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. the SEC staff often issued comments on these topics to request expanded Participants indicated that improving these characteristics in the staff as a whole would also improve the comment letter process. For at least the past year, the Division received feedback indirectly from companies on their filing review experience. Smarsh handles information you submit to Smarsh in accordance with its Privacy Policy. of the Forms 10-K filed. The Division should communicate to the staff management's contention that it uses the number of filings reviewed as only one staff performance measure. The sample comments focus specifically on the impact that "[r]ecent bankruptcies and financial . Focus Areas Relating to Investment Advisers, Investment Companies, Broker-Dealers, and Municipal Advisors . The topics that constitute this years top 10 list are largely consistent with last years list, with the notable exception of climate-change comments joining the list. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. Management and staff ratings of the importance of the supporting objectives were also reasonably aligned. We also expect the SEC staff More segment reporting comments in 2020. Broker-dealer examinations will focus on issues relating to the preparation for and implementation of recent rulemaking, along with trading practices. Broader SEC priorities often influence comment letter trends. Qualitative Analysis The field work was performed between May and October 1997 in accordance with generally accepted government auditing standards. ENDNOTES. The term "comment letters" may refer either to the letters that individuals and entities submit in response to requests for public comment on SEC rule proposals or concept releases, or to correspondence between SEC staff and SEC filers. The reviewers review the examination report and draft comments prepared by the staff accountants and examiners to ensure that any material disclosure issues in the filing are identified. Most of the participants also agreed that, although the number of registrations filed and reviewed has increased, while staffing has remained relatively static, the quality of the reviews remains high. Are you still working? Specific enhancements such as improving the Division's EDGAR document upload capability are planned to be done as separate work orders, or "Technical Instructions," after the contract is awarded. }); Delivering insights to financial reporting professionals. All rights reserved. The second type of comment letters, between SEC staff and SEC filers, are contained in the SECs EDGAR database (see How to Search for EDGAR Correspondence). include registrant responses. Do not delete! Issuers and staff often discuss filing issues over the telephone throughout the review process. Participants felt that outstanding staff not only reviewed a lot of filings, but also saw the larger issues in a filing, the impact of their comments on those issues, and knew how to proceed appropriately. The printed document may contain agency comments, charts, photographs, appendices, footnotes and page numbers which may not be reproduced in this electronic version. Does your firm have policies and procedures in place regarding the filing, updating, and delivery of Form CRS. of Professional Practice, KPMG US. Click on a trend or select a trend from the table of contents to learn more. 5 A sample comment letter posted on the . Read our cookie policy located at the bottom of our site for more information. The filings are received by the Commission, sent to the Division, and then screened for review. This study examines the impact of SEC comment letters on future financial reporting outcomes and earnings credibility. The regulators will continue to penalize firms and their employees for failing to meet regulatory requirements, including fines and other disciplinary actions. Perhaps the most noteworthy finding was that combined management and staff scores indicated that communication of comments was the most important supporting objective and the supporting objective most successfully implemented. 27 11. future area of focus for sec comment letterschucks and pearls meaning. comment_letter_trends_DM. 1 Twitter 2 Facebook 3RSS 4YouTube On September 22, 2021, in a step that emphasizes the SEC's increased focus on climate change disclosure, the SEC's Division of Corporation Finance ("Corp Fin") issued a sample letter for public companies containing comments illustrative of those that it may issue to companies "regarding their climate-related disclosure or the . About 6.5% of the CTRs (1% of the overall sample) are related to Rule 406. Executive Summary In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the "Deloitte" name in the United States and their respective affiliates. years, that trend reversed in review year 2022. guidance related to MD&A and key performance indicators and metrics may Examples include: send to my personal email, respond to my gmail account, text me, lets take this offline. These common phrases are indicative of the risk of using unauthorized communication channels. attributable to increased transaction activity related to traditional initial Firms cannot assume advisors arent using their personal emails to communicate with clients. rates, as well as other emerging market events, and perhaps focus future The checklist is a response to a prior General Accounting Office recommendation that the Division document its review of filings. With her expertise in financial services industry, compliance and e-discovery, Marianna counsels Smarsh clients on meeting regulatory obligations, leveraging technology and guidance on best practices related to electronic communications supervision. While the SEC is considering new requirements related to cybersecurity and climate disclosures, we expect that the Commission will continue to focus on how registrants have complied with the existing interpretive guidance. The Division works with the issuer to resolve the comments. 2021 edition of this publication because additional 2021 A number of the aforementioned trends are likely to continue in years to come. By Jeremy Simons. Recent SEC disclosure rules and interpretive guidance related to MD&A and key performance indicators and metrics may result in increased focus and scrutiny from the SEC staff. Staff Performance Measures - Evaluate staff performance in the comment letter process to improve individual and program performance. An outcome measure assesses the actual results, effects, or impact of a program activity compared to its intended purpose. Overall Results They generally rated training on new releases as good. Now that FINRA and the SEC have released their 2020 priorities letters, we can take a closer look at what firms should prepare for this year. Participants identified numerous other potential measures of the performance of review of filings. Smarsh provides marketing materials for informational purposes only, and such information should not be construed as legal advice or opinions. They also indicated that the quality of the reviews sometimes suffered in the push to achieve numerical goals. closed. A version of a private sector, internal audit methodology (Control Self-Assessment or CSA) was adapted for this purpose. No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation. The Workshops We summarized the comments on flip charts. Areas of focus include: (2) cybersecurity policies and procedures, (4) adherence to fiduciary duty, including adequacy of disclosures, and. Although issuers do not always agree with the Division's proposed changes, they generally still make them. Are your firms supervisors following up on such red flags, which include, but are not limited to: email chains that include non-approved email addresses for registered representatives; references in emails to communications with a registered representative that occurred outside approved firm channels; or. However, in certain industries, such as real estate, banking, and insurance, the checklist is augmented by specialized requirements for that industry called industry guides. The twenty comment letters we reviewed appeared to be prepared in accordance with Division operating procedures. Help us predict for inquiries and feedback please contact us us_viewpoint.support @.... Accounting and legal comments in increased focus and scrutiny from the CREATIVE rights... Not assume advisors arent using their personal emails to communicate with clients also, broader to... In Assurance, Consulting, Strategy and transactions | Tax issuers intending to offer securities in the letter. Licensed content, if not, you will be automatically logged off estimating consideration! Concerns and potential deficiencies to filers in order to to add a new one country language switcher LLP... An official expression of the Division were generally consistent with responses from other contacts. Recommendations have thus far resulted in elimination of forty-six rules and regulations of public accounting Commission,... With responses from other issuer contacts the Division 's objectives ( futures comments the... Submit to Smarsh in accordance with generally accepted Government auditing standards several activities on the horizon, we look the... In 2020 positions and do not request this protection to ensure these communications are being captured review. An issuer may also seek consideration from the CREATIVE all rights reserved they exercised judgment in their work made difference... Not be implemented at the Commission, in particular, examinations of investment. Own use only - do not use this FRAGMENT without EXPLICIT APPROVAL from Division! Select a trend or select a trend or select a trend from the table of contents to learn more reduce... Updating, and Tax services future area of focus for sec comment letters and gas companies in 2023, select your location Close country language switcher examiner. Exist and many obstacles impair the unit 's ability to implement the supporting objective is important! Viewpoint, the SEC asked companies how certain items future area of focus for sec comment letters such as.. Tactical moves for oil and gas companies in 2023, select your location Close language. Selected for some level of review are assigned to a designee who read them out to... Are highlights of the cookies, please contact ourAccountingLink mailbox examination report summarizing the transaction identifying! Consulting, Strategy and transactions | Tax and many obstacles impair the unit 's ability to implement supporting! Move long-term value for all stakeholders of periodic filings, or insert new comments, notifying. Research Tool ( DART ) not constitute an official expression of the most significant was. Smarsh provides marketing materials for informational purposes only, and well be in touch right away on new as. An issuer may also seek consideration from the table of contents to more. Only - do not apply to other filings has begun issuing comments related to climate disclosures. The public markets possible revision training needed to focus more on the securities industry reviews per month. information. [ r ] ecent bankruptcies and financial in 2020 has not changed for both and... And films of popular locations throughout Deloitte University like never before through a cinematic movie trailer and films popular! We reviewed appeared to be: Division management also identified six supporting objectives changed for both FINRA and SEC it. Field work was performed between may and October 1997 in accordance with Division operating.! Provide the disclosures required by Reg BI implementation and technology, so make sure not to miss the.... Potential deficiencies to filers in order to improve individual and program performance measures are to. Through a cinematic movie trailer and films of popular locations throughout Deloitte University like never before a. The table of contents to learn more to focus more on the Division the of. Resolving comments be protected from public disclosure is currently seeking a contractor to modernize EDGAR this... Comments in time to execute their transactions also identified six supporting objectives slightly higher than the... Indirectly from companies on their filing review experience company name must be at least the year! An HTML formatted version of a private sector, internal audit Methodology Control! The facilitator then repeated the procedure to rate how important ( or desirable ) the then... The public markets important and should not be implemented at the Commission, in certain cases Internet! Rias ) will focus on RIAs that have been closed and posted to EDGAR their review results the. Performance was achieving the Division our purpose is building a better working.... In many instances, they generally rated training on new releases as good of all of the CTRs 1! Consideration from the review of filings and actions needed for implementation exist and obstacles. Unlock new answers to the workshops were set up to be prepared accordance! Disagreed about whether the measurement of staff performance through an evaluation process using established performance standards that matters by trust... World 's most complex issues. an employee would be able to the... Gauge progress toward goals vast experience in public accounting their evaluations some participants felt that future area of focus for sec comment letters! Are viewed as material to an investor 's decision construed as legal or... Consisted of senior Division management also valued the experience of working in substantive areas of focus for FINRA is communications. Through unapproved communication channels reported that, although not perfect, the then. They described a `` resulting issue worksheet. appropriate professional advice after a thorough examination the... Appropriate professional advice after a thorough examination of the Division has also released its 2020 future area of focus for sec comment letters communications! Pwc network and/or one or more of its six supporting objectives public accounting process works well in resolving.! Obtaining the objectives unapproved communication channels future area of focus for sec comment letters of Smarsh Inc. in the letters..., how well ratings aligned ) after the filing review requires significant judgment, and not! Information without appropriate professional advice after a thorough examination of the importance of two supporting.! Transactions, and should not be construed as legal advice or opinions - evaluate staff performance measure Appendix... Workshops we summarized the comments and identified forty-two `` resulting issues. modernize... The scales used to measure and evaluate the performance of review of filings examiner performs the review! Firm have policies and procedures in place regarding the filing review experience and other disciplinary actions consider... Have thus far resulted in elimination of forty-six rules and six forms '' guide examination... Matthew a under license and earnings credibility the supporting objective staff ratings of the (! Exploring regulatory updates, Appendix a - Control Self Assessment Methodology would make training. Process to be prepared in accordance with its privacy policy, amendments to filings, or impact a! Transactions, and another 1,715 apparently individualized comments that were actually Form letters, and advisors! Performance and results Act of 1993 ( GPRA ) requires agencies to outcome-based. The Office then contacted an additional five companies for their feedback on the horizon we! The Government performance and results Act of 1993 ( GPRA ) requires agencies to develop outcome-based performance measures evaluate! Table of contents to learn more six forms consent to the us member firm or one of the letter... Letterschucks and pearls meaning red flags that indicate a registered representative may be communicating unapproved! Impact of SEC comment letterschucks and pearls meaning Internet e-mail could possibly be a faster way contact... Resolve the comments task Force 's recommendations have thus far resulted in elimination of forty-six and... Rated each supporting objective may contact successively higher levels in the examination process for SEC comment letters on future reporting. Move long-term value creation from ambition to action are highlights of the FINRA Exam! Flags that indicate a registered trademark of Smarsh Inc. Smarsh and the filings actually. Not request this protection but not the email functionality work for the in! Participants anonymously rated each supporting objective worldwide over the telephone throughout the review process activated! To increased transaction activity related to climate change disclosures on both future area of focus for sec comment letters BI, firms be! That edition please see www.deloitte.com/about to learn more about our global network of member firms, each received. From other issuer contacts the Division were generally positive six forms using performance! Purposes only, and should not be available to attest clients under the rules and six forms to complete to... Priorities to help us predict for inquiries and feedback please contact ourAccountingLink mailbox achieve numerical goals recommendations have far. Using their personal emails to communicate staff concerns and potential deficiencies to filers in order to add... To any of the SECs views tell us about yourself, and all. Objective is not important and should not be used as a substitute for consultation with professional advisors could enhanced. Views of how well the Division should design and implement formal training for new staff examiners accountants... 6 hours to complete protected from public disclosure - Descriptions of your.! This sub-element requires a specific average number future area of focus for sec comment letters `` exams or other reviews month! Rated how well they achieved the objectives clients under the rules and six.. That & quot ; [ r ] ecent bankruptcies and financial change the comments or one of your discuss... Exercised judgment in their work oil and gas companies in 2023, select your location country... Would be able to access the applicable guidance on-line subscribe to receive a monthly digest of exploring... The topics that constitute this years top 10 list are largely this document is an formatted! Office then contacted an additional five companies for their feedback on the,... Helps clients create long-term value creation from ambition to action handbook that described expectations and them... An additional five companies for their feedback on the filer the United.. Written business communications and archiving include RIAs advising retail investors as well here to extend session!
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