At the ASCS National Conference today, Alan Beller, Director of the Division of Corporation Finance, indicated that several dozen comment letters had already been sent to companies on their latest 10-K filings – with hundreds more expected in the next few months.
Some conference attendees expressed concern about CEOs and CFOs providing certification regarding the accuracy of their past reports – as required by the SEC’s recent order – and then getting comments from the SEC staff afterwards. They wondered if the staff could indicate whether a comment letter would be forthcoming before providing the certification. In line with past staff practice, Alan stated that the staff could not tip off a company that a comment letter would be sent soon.
Alan did indicate that – wearing his hat as a former law firm partner – companies would be well advised to develop a set of procedures before CEOs and CFOs executed their certifications – even if the procedures were a “one time” only situation (it would be one-time only because the order differs in scope and manner from the SEC’s proposed rulemaking on the same topic). These procedures would include input from key insiders and outside advisors on the areas that the senior managers should focus on when asking about the accuracy and completeness of past disclosure.
Alan urged companies to call Corp Fin or the Office of the Chief Accountant if they had any questions – so that companies would at least “get it right the second time.”