April 18, 2011
The term ”comment letters” may refer either to the letters that individuals and entities submit in response to requests for public comment on SEC rule proposals or concept releases, or to correspondence between SEC staff and SEC filers.
Public comment letters relating to SEC rulemaking and regulatory actions are found in the Regulatory Actions section of the SEC’s Web site.
The second type of comment letters, between SEC staff and SEC filers, are contained in the SEC’s EDGAR database (see How to Search for EDGAR Correspondence). The SEC began publicly releasing this correspondence in 2005 for filings made after August 1, 2004 that were reviewed by the SEC staff. SEC staff from the Divisions of Corporation Finance and Investment Management issue this type of comment letter in connection with their review of disclosure filings. The staff’s comments are in response to a company’s disclosure and other public information and are based on the staff’s understanding of that company’s facts and circumstances.
In issuing comments to a company, the staff may request that a company provide additional supplemental information so the staff can better understand the company’s disclosure, revise disclosure in a document on file with the SEC, provide additional disclosure in a document on file with the SEC, or provide additional or different disclosure in a future filing with the SEC. There may be several rounds of letters from the SEC staff and responses from the filer until the issues identified in the review are resolved. These letters set forth staff positions and do not constitute an official expression of the SEC’s views. The letters are limited to the specific facts of the filing in question and do not apply to other filings.