We are pleased to present the 2023 edition of SEC Comment Letter Considerations, Including Industry Insights, which offers our perspectives on topics highlighted in the SEC1 staff’s comment letters to registrants. In addition to extracts of letters and links to relevant related resources, this Roadmap contains analysis of staff comments to help registrants understand trends and improve their financial statements and disclosures. You will also find (1) an update on some of the SEC’s strategic priorities, (2) a summary of comment letter trends related to the top 10 topics of frequent comment, and (3) analysis of other comment letter statistics.
Over the past two years, the SEC has actively engaged in rulemaking that is expected to have a significant impact on registrants. For example, it has issued final rules on disclosures related to cybersecurity,2 share repurchases, and “clawback” policies and has continued to consider feedback received on proposed rules related to climate-change disclosures and special-purpose acquisition companies (SPACs). The 2023 edition of this Roadmap captures developments on relevant financial reporting topics through November 10, 2023. The SEC and its staff will continue to provide registrants with information that is pertinent to their filings by means of rulemaking and written interpretive guidance as well as speeches delivered at various forums, of which the annual AICPA & CIMA Conference on Current SEC and PCAOB Developments (the “AICPA Conference”)3 is a prime example.
Regarding procedural matters, Appendix A gives a glimpse into the SEC staff’s review and comment letter process, Appendix B discusses best practices for working with the SEC staff, and Appendix C provides helpful tips for searching the SEC’s EDGAR database for comment letters.
For a summary of updates to this Roadmap since publication of the 2022 edition, see Appendix F.
Note that the Roadmap is not a substitute for the exercise of professional judgment, which is often essential to complying with the applicable accounting and disclosure requirements. It is also not a substitute for consulting with Deloitte professionals on complex transactions and SEC reporting matters.
We hope you find this Roadmap to be a useful resource as you prepare your annual reports and plan for the upcoming year. We encourage you to consider materiality, relevance, and redundancy as you assess whether to provide additional disclosures or enhance existing ones.
For a list of the titles of standards and other literature referred to in this publication, see Appendix D.
“CIMA” was added to the name of the conference in 2021 to reflect the new association between the AICPA and London-based Chartered Institute of Management Accountants.