How to Handle Corp Fin’s Comment Letter Process

Our guest – White & Case’s Era Anagnosti – explains the “comment letter process” of the SEC’s Division of Corporation Finance, including:

1. Does every SEC filing get screened?
2. What is the screening process? Timing, who does it, what is being looked for?
3. What is the difference between a “no review,” “monitor” and “full review”?
4. Are some companies always reviewed – a “continuous review”?
5. How will the Staff notify you about your filing’s level of review?
6. Can you talk the Staff into not reviewing your filing?
7. If a filing is pulled for a “full review,” what is the process? Timing, who reviews, what is “fair game” to be commented upon, any ‘standard’ comments?
8. When comments are made, what form are they in? And who sends them – who receives them?
9. What is the process of responding to comments? Timing, who gives input, how clarify comments, deciding whether to challenge comments, nature of responses, confidential treatment of responses?
10. What happens when the Staff receives responses to comments? Timing, who reviews, subsequent comments?
11. How does the Staff ultimately “clear” comments? Is there any written evidence of the “clearance”?

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