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Chapter 3 — SEC Disclosure Topics

3.5 Disclosure Controls and Procedures

3.5 Disclosure Controls and Procedures

In discussions of DC&P,15 registrants must use language that conforms to the requirements of Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act.16 The SEC staff often comments when registrants do not use the proper definition of DC&P or omit certain language in reaching conclusions about the effectiveness of their DC&P. In these situations, the staff frequently requires registrants to amend prior filings or revise their disclosures in future filings.

Footnotes

15
Under Part I, Item 4, of Form 10-Q and Part II, Item 9A, of Form 10-K.
16
As required by Regulation S-K, Item 307.
17
For more information, see the SEC staff’s speech delivered at the 2004 AICPA Conference.