6.8 Consents | DART – Deloitte Accounting Research Tool

As noted in Chapter 1, the registration statement may be amended a number of times before it is declared effective. In some cases, the financial statements may be revised during this process. Auditors will most likely need to issue a written consent agreeing to the inclusion of their auditor’s report in each filed registration statement amendment.

When providing its consent, an auditor must extend its subsequent-event procedures and inquiries (e.g., management inquiries, legal counsel inquiries). Further, management must provide updated representation letters to the auditor through the date of the auditor’s consent. Updated legal representations may also be needed.

The written consent provided by the auditor will be filed as an exhibit to the registration statement and will include the auditor’s signature and a statement indicating that it consents to have its auditor’s report on the financial statements included in the filing.

Connecting the Dots

Issuers that submit draft registration statements to the SEC staff for nonpublic or confidential review under the accommodations identified in Section 1.4.2 will not need to include a written consent by the auditor in the registration statement amendment; however, requirements to update the financial statements (as necessary), perform additional subsequent-event procedures, and obtain an updated management representation letter still apply. In addition, once the issuer files the registration statement publicly, consents will be required.

Prospectus supplements or draft registration statements may also include an “experts” statement that refers to the auditor as a named expert. However, the auditor does not issue a consent to this reference.