May 16, 2005

Looking for the New SEC Comment Letter Database?

Lot of members asking how to find the SEC Staff’s comment letters on the SEC’s site. Here is some insight from Brink Dickerson: Comment letters are starting to appear in the SEC’s EDGAR database. They are assigned one of two form types, “upload” for letters generated by the SEC staff, and “corresp” for letters generated by filers. As with other filings, they are indexed by filer name, so the primary way to access the letters is to search for the filer and then look for the form type. To search across filers, go to the EDGAR archives – which is within the “Search for Company Filings” area on the main EDGAR page – and search for “form-type=” either “upload” or “corresp.”

So far the selection is not that large, with twenty-four examples – but it should grow at the rate of roughly 300 letters per month. Further, except in a few cases, the letters available so far are either just the correspondence or just from the SEC – but not both.

And here is some further insight from Howard Dicker: Here is a list of all SEC comment letters and responses that the SEC has posted on EDGAR so far.

Note that SEC staff comments have a “Form Type” of “UPLOAD” – and company responses have a “Form Type” of “CORRESP.” Most comment letters posted so far (at least those that do not relate to ’40 Act or asset-backed issuers) appear to pertain to comments on changes in accountants disclosed on Form 8-K (Item 4.01). My cursory review also indicates that the Staff issued the comment letters regarding this item within a few days of the company filing a Form 8-K.

From the most recent draft of the SEC’s EDGAR filer manual, cover letters that include responses will also be posted on the SEC’s site – but no cover letters are uploaded yet (perhaps because when the SEC staff asks a company to respond to comments, they ask that the company respond as “correspondence”).

The Art of the Private Equity Deal

Lately, there are articles written almost daily about how private equity funds are primary players in today’s M&A – such as this article from Thursday’s WSJ about how “Private-Equity Players Turn to Bigger Prey.”

Stay tuned for the webcast – “The Art of the Private Equity Deal” – set for June 14th, during which three of the top outside counsel doing private equity deals and the general counsel at a large private equity fund will discuss the latest strategies (as well as the fundamentals) implicated in doing deals with funds. Try a no-risk trial to today – get access to this webcast and many more resources on the site for only $195 per year.

PCAOB Releases Internal Controls Guidance

Today, the PCAOB released guidance to help companies and their auditors comply with internal-controls requirements. The staff guidance, in question-and-answer form, is accompanied by a policy statement that may have more of an impact. The guidance addresses some stumbling blocks for companies, including the scope of internal-controls reviews – and the policy statement aims to put technical guidance in context and reiterate the need for auditors to use a flexible, risk-based approach, avoiding a one-size-fits-all model.

In addition, the SEC Staff released this statement on internal controls. More on all this manana…