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On the Radar

SEC Comment Letter Considerations, Including Industry Insights

November 2022
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On the Radar
SEC Comment Letter Considerations, Including Industry Insights

The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russia’s invasion of Ukraine, supply-chain and labor issues, inflation, and rising interest rates affecting markets worldwide over the past year. 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. To help the SEC meet its responsibilities under the Sarbanes-Oxley Act, the SEC’s 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. Under the Division’s filing review process, the Division performs some level of review of each registrant at least once every three years and may issue comments to such registrants. The analysis herein summarizes the comments the Division issued during its reviews of periodic filings of public companies.


Unless noted otherwise, comment letter trend information in the 2022 edition of this publication:
  • Was derived from data provided by Audit Analytics.
  • Is related to reviews conducted by the Division of Forms 10-K, 10-K/A, 10-Q, and 10-Q/A (which are referred to generally as “filings”).
  • Is based on SEC uploads (i.e., comment letters that the SEC issued to registrants) and does not include registrant responses.
  • Does not include the SEC’s “closing letter” communicating that its review is complete.
  • Includes only information related to reviews that have been closed and subsequently posted to EDGAR. Accordingly, the statistics presented may be affected by reviews that are still ongoing or have recently been closed.
  • Pertains to 12-month periods ended July 31 (“review years”).
  • May be different upon comparisons with the 2021 edition of this publication because additional 2021 reviews were closed and posted to EDGAR after that edition was issued. Information in this publication is based on comment letters that were closed (i.e., the SEC issued a closing letter to the registrant) within the corresponding 12-month period ended July 31.
A SPAC is a newly formed company that raises cash in an IPO and uses that cash, the equity of the SPAC, or both to fund the acquisition of a private operating company.
Sample Letter to Companies Regarding Climate Change Disclosures.