Lists. nouns. percent of reviews with comment letters were for registrants generating $1 Select your location Close country language switcher. Weather-related impacts on the cost or availability of insurance. This box/component contains code comment_letter_trends_DM. WebOverview on SEC comment letter considerations The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russias invasion of Ukraine, supply chain and labor issues, inflation, and rising interest rates It is for your own use only - do not redistribute. The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russias invasion of Ukraine, supply-chain and labor issues, inflation, and rising interest rates affecting markets worldwide over the past year. Information in this publication is based on In issuing comments to a company, the staff may request that a company provide additional supplemental information so the staff can better understand the companys disclosure, revise disclosure in a document on file with the SEC, provide additional disclosure in a document on file with the SEC, or provide additional or different disclosure in a future filing with the SEC. A number of the aforementioned trends are likely to continue in We also expect the SEC staff to continue monitoring the effects of the COVID-19 pandemic, the Russia-Ukraine war, supply chain disruptions, labor shortages, inflation, and rising interest rates, as well as other emerging market events, and perhaps focus future comments on accounting and reporting related to these matters. Are you still working? Climate disclosures in CSR reports often are aligned with the SASB (Sustainability Accounting Standards Board), TCFD (Task Force on Climate-related Financial Disclosures), GRI (Global Reporting Initiative) and/or WEF (World Economic Forum) standards, frameworks and metrics. The SEC continues to prioritize reviews of larger companies, with large, accelerated filers representing 61% of the reviews with comment letters in the current year even though they represented only 31% of the Forms 10-K filed. Approximately 600 unique comment letters were submitted to the SEC by leading issuers, institutional investors, trade associations, NGOs and others. "eH9 way forward. suggest new. comment letters that were closed (i.e., the SEC issued a Synonyms for Focus area. John is a senior consultation partner in the SEC services team in Deloitte & Touche LLPs National Office Accounting & Reporting Services group and is a member of the Consolidations team. future orientation. Ropes & Gray advised several clients on their comment letters. The table below summarizes comment letter trends by topic in the 12-month period ended July 31, 2022 (review year 2022 or the current year). The sample comment letter follows the views expressed in the interpretive release on climate change disclosure published by the SEC in 2010, that existing disclosure requirements require at least consideration of climate-related disclosure. endstream endobj startxref The sample comment letter does not create new disclosure requirements. area of emphasis. antonyms. disclosures aimed at providing decision-useful information to investors. remember settings), Performance cookies to measure the website's performance and improve your experience, Marketing/Targeting cookies which are set by third parties with whom we execute marketing campaigns and allow us to provide you with content relevant to you. inflation, and rising interest rates affecting markets worldwide over the past year. We offer clients a comprehensive approach in these subject areas through a global team with members in the United States, Europe and Asia. 2021 edition of this publication because additional 2021 CorpFin conducts its reviews through 7 industry focused offices. suggest new. Ropes & Gray has a leading ESG, CSR and business and human rights compliance practice. Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off. By continuing to browse this site, you consent to the use of cookies. Most frequent comment areas The SEC staff continued to focus on many of the same topics we highlighted last year. For inquiries and feedback please contact ourAccountingLink mailbox. domain of interest. The global business landscape has been changing rapidly, with the The second type of comment letters, between SEC staff and SEC filers, are contained in the SECs EDGAR database (see How to Search for EDGAR Correspondence). EY helps clients create long-term value for all stakeholders. Do not delete! focal area. "The Divisions 2022 examination priorities identify key risk areas that we expect registrants to address, manage, and mitigate with vigilance," said SEC Chair Gary Gensler. Consider removing one of your current favorites in order to to add a new one. antonyms. endstream endobj startxref In these unprecedented times, the SEC continues to provide registrants with By providing your details and checking the box, you acknowledge you have read the, The following fields are not editable on this screen: First Name, Last Name, Company, and Country or Region. However, issuers should use the letter as an additional guide in thinking about their climate-related disclosures under existing SEC rules. To help the SEC meet its responsibilities under the Sarbanes-Oxley Act, the SECs Division of Corporation Finance (the Division) continues to selectively review documents filed by registrants under the Securities Act of 1933 and the Securities Exchange Act of 1934. Non-GAAP measures and MD&A continued to draw the most scrutiny from the SEC staff, followed by segment reporting. Web132 other terms for focus areas - words and phrases with similar meaning. concentration area. Lists. The letters are limited to the specific facts of the filing in question and do not apply to other filings. This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. 2019 - 2023 PwC. years, that trend reversed in review year 2022. was issued. Recent SEC disclosure rules and interpretive Review ourcookie policyfor more information. At a minimum, proactive consideration of climate disclosures will reduce SEC comments on 33 Act and 34 Act filings or expedite clearing comments. KPMG does not provide legal advice. Exceptional organizations are led by a purpose. The panel will discuss most frequent areas of SEC staff comments including comments issued on MD&A and non-GAAP measures. Until Sarbanes-Oxley, these reviews were periodic and not subject to specific intervals. While the SEC is Generally, OCA addresses questions concerning the application of GAAP while CorpFin resolves matters concerning the age, form, and content of financial statements required to be included in a filing. It also highlights areas where the SEC staff may continue to focus, including the materiality evaluation of an error in previously issued financial statements, and provides considerations for navigating the comment letter process. These materials were downloaded from PwC's Viewpoint (viewpoint.pwc.com) under license. Synonyms for Focus area. Revenue recognition also remains a focus of SEC staff comments. In late September, the staff of the SECs Division of Corporation Finance published a sample comment letter relating to climate change disclosures. Keeping you up to date about SEC staff positions on reporting matters and proposed rulemaking that will affect registrants. All rights reserved. suggest new. The table below summarizes comment letter trends by topic in the synonyms. 401(k)/403(b) Plan Litigation Risk Management, Analytics & Behavioral Science Consulting (R&G Insights Lab), Committee on Foreign Investment in the United States (CFIUS), E-Discovery, Discovery Strategies & Data Analytics, Executive Compensation & Employee Benefits, Government Enforcement / White Collar Criminal Defense, Life Sciences Licensing, Collaborations & Joint Ventures, Recently Released UFLPA Enforcement Statistics Underscore the Need for Robust Due Diligence Processes. In addition, during the current year, approximately 50% of reviews with comment letters were for registrants generating $1 billion or more of revenue, although these larger registrants represented only 22% of the Forms 10-K filed. A thoughtful and complete response is better than a quick reply. Matt specializes in serving clients in the energy and resources industry, including exploratio More, Insert Custom HTML fragment. @Aej:h E> -nD%k.|` $%h T3@\W&fueBA$1Bkb Yr`%L Qdl% decline in the number of reviews with comment letters over the past several No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation. Lists. 145 other terms for focus area- words and phrases with similar meaning. definitions. Unless noted otherwise, comment letter trend information These letters set forth staff positions and do not constitute an official expression of the SECs views. WebThe MD&A comments included in the sample comment letter focus on the following areas: Regulation. ttp://www.sec.gov/answers/commentletters.htm. EY is a global leader in assurance, consulting, strategy and transactions, and tax services. Parker Poes Julie Rizzo and Doug Harmon provide tactical guidance on planning in advance and responding well. Real estate, hospitality and construction, Cybersecurity, strategy, risk, compliance and resilience, Value creation, preservation and recovery, Explore Transactions and corporate finance, Climate change and sustainability services, Strategy, transaction and transformation consulting, How blockchain helped a gaming platform become a game changer, How to use IoT and data to transform the economics of a sport, M&A strategy helped a leading Nordic SaaS business grow. 22 percent of the Forms 10-K filed. Revenue recognition also remains a focus of SEC staff comments. The Division will focus on private funds, environmental, social and governance (ESG) investing, retail investor protections, information security and operational resiliency, emerging technologies, and crypto-assets. The staffs comments are in response to a companys disclosure and other public information and are based on the staffs understanding of that companys facts and circumstances. Applicability All companies with existing or potential future SEC reporting requirements COVID-19 pandemic, Russias invasion of Ukraine, supply-chain and labor issues, year). We Cultivating a sustainable and prosperous future, Real-world client stories of purpose and impact, Key opportunities, trends, and challenges, Go straight to smart with daily updates on your mobile device, See what's happening this week and the impact on your business. DTTL and each of its member firms are legally separate and independent entities. 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