Division of Corporation Finance Issues Guidance on Filing Review Process
June 30, 2008
On June 5, 2008, the Division of Corporation Finance issued guidance detailing its filing review process. The guidance explains that the Division selectively reviews filings, concentrating its efforts on disclosures that appear to be materially deficient or conflict with SEC rules or accounting standards. As discussed in the guidance, the Division reviews a company's filings at least once every three years and reviews many company filings more frequently. The Division begins with a preliminary review, which criteria is not disclosed, and then, if necessary, further reviews the company's filings. The level of review may be a full cover-to-cover review, a financial statement review, or a targeted issue review. During the review, the Division staff considers not only the rules but also examines the filing from an investor's perspective. Where necessary, the Division staff gives comments to the company about deficiencies in its disclosure. The guidance includes a description of the process for appealing both legal and accounting comments.
The guidance explains the process for closing a filing review. When all Division comments are resolved on a Securities Act registration statement, the Division may declare the registration statement effective. When a company has resolved all Division comments on an Exchange Act statement or report, the Division may provide the company with a "no further comment" letter.
The guidance also includes information about the eleven assistant director offices within the Division, grouped by industries, that are responsible for reviewing the filings. The guidance lists the legal and accounting branch chief, assistant director, associate director, senior assistant chief accountant and associate chief accountant for each office.
http://www.sec.gov/divisions/corpfin/cffilingreview.htm