SEC Shortens Period For Public Release of Filing Review Correspondence

Posted by Rick Jordan on December 06, 2011

The SEC announced a modification to its filing review correspondence program on Dec. 1, 2011.  Since a policy change in 2005, the SEC has been publicly releasing its correspondence, including comment letters and response letters, “no earlier than 45 days” after completion of the disclosure filing review process.  The SEC will accelerate its release schedule to “no earlier than 20 business days” after review completion effective Jan. 1, 2012.  The SEC’s stated purpose is to enhance the transparency of the review process.

OUR TAKE:  While reporting companies have become accustomed over the last six years to the availability on EDGAR of comment and response correspondence, this policy change means that the temporarily private exchange between the SEC staff and the reporting company will become available to the public more quickly than ever.  Depending on the nature of comments and responses, this may have an impact on a company’s public disclosures.  And although not quite real-time, it will also give other issuers and the public generally quicker insight into staff positions on filing issues and the resolution of those issues.

IMPACT OF GOVERNMENT SHUTDOWN ON SEC

Posted by Gardere Wynne Sewell LLP on April 08, 2011

While Congress is still working to avoid a federal government shutdown at midnight on Friday, Apr. 8, 2011, there is no certainty of success.  In the event of a shutdown, all nonessential services and workers would be affected.  That would include at least some of the SEC’s functions.

As reported by CNBC yesterday, the SEC has indicated that “certain enforcement and market surveillance activities will continue,” it would stop performing “many of its functions” if the federal government shut downs.  These functions could include securities registrations, accepting and publishing public company filings, and reviewing proxy statements, including merger proxies, and tender offer filings.  As CNBC noted, initial public offerings “may be impossible.”  The exact scope of the shutdown’s impact, however, is still not clear.

OUR TAKE:  Reporting companies should prepare themselves for the potential impact on the EDGAR filing system, including both ability to file and acceptance of filing, and upon review of registration statements.  However long a shutdown may be, it could have a ripple effect on SEC activities and could result in delays for a longer period, as well as adversely impacting the entire investment community.