August 18, 2022

Corp Fin Comment Letters: Latest Trends

PwC recently published its annual roundup of comment letter trends – detailing the types of issues that Corp Fin has raised on company filings, from July 2021 through June 2022. Here’s the “Top 10” – and how the comment volume is trending compared to last year at this time:

1. Non-GAAP – up

2. MD&A – up

3. Segment reporting – down

4. Risk factors: climate change matters – up

5. Revenue recognition – down

6. Fair value measurement – unchanged

7. Disclosure controls and ICFR – unchanged

8. Inventory and cost of sales – unchanged

9. Form compliance and exhibits – unchanged

10. Business combinations – unchanged

In terms of real-time trends, Dave recently blogged about continued inquiries about disclosure on the war in Ukraine, and John blogged about comments on inflation & supply chain pressures. We also just posted the latest edition of our “SEC Comment Letter Process Handbook” – 47 pages of practical insights to help you anticipate comments and navigate responses. Special thanks to Sidley’s Sonia Barros and Sara von Althann for contributing their expertise to this resource, which helps our entire securities law community!

Liz Dunshee