"Tandy" Representations No Longer Needed in Filing Reviews
Beginning in the mid-1970s, the staff of the Securities and Exchange Commission began to include in filing review comment letters what became known as “Tandy” language, a name derived from the Tandy Corporation, the first company to receive a letter containing this language. Tandy letters required a company to acknowledge in writing that the disclosure in the document was its responsibility and to affirmatively state that it would not raise the SEC review process and acceleration of effectiveness as a defense in any legal proceeding.
In 2004, the staff announced a new policy to release to the public most filing review correspondence without requiring a request for it under the Freedom of Information Act. In connection with this announcement, the staff also indicated that it would begin to include Tandy language in comment letters relating to all disclosure filing reviews.
While it remains true that companies are responsible for the accuracy and adequacy of the disclosure in their filings, the staff does not believe that it is necessary for them to make the affirmative representations in their filing review correspondence. Going forward, we will no longer request those representations, but instead will include the following statement in our comment letters:
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
This change to our filing review and comment process is effective upon publication of this announcement. Companies that have yet to provide requested Tandy representations no longer need do so.
October 5, 2016
Modified: Oct. 5, 2016