Best Practices for Working with SEC Staff December 6, 2009
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1 Best Practices for Working with SEC Staff December 6, 2009 Angela Crane Michael Stehlik Division of Corporation Finance U.S. Securities & Exchange Commission 1
2 Disclaimer The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. Therefore, the views expressed today are our own, and do not necessarily reflect the views of the Commission or the other members of the staff of the Commission. 2
3 What we will cover How to locate the right office and the right person to answer your questions When will you be reviewed How to easily navigate the SEC website to research questions on your own 3
4 Structure of the Division of Corporation Finance 4
5 Division of Corporation Finance Mission To see that investors are provided with material information in order to make informed investment decisions both when a company initially offers its stock to the public and on a regular basis as it continues to give information to the marketplace. 5
6 Division of Corporation Finance Review the disclosure documents filed by public companies (including initial registrations) Provide interpretive assistance to companies on SEC rules and forms Propose new and revised rules to the Commission 6
7 Division of Corporation Finance Organization Office of the Director Meredith Cross Director Legal and Regulatory Policy Office Brian Breheny Deputy Director Disclosure Operations - 11 industry groups Shelley Parratt Deputy Director 7
8 Legal and Regulatory Policy Offices Deputy Director (Brian Breheny) Office of Chief Counsel Office of Chief Accountant Office of Mergers and Acquisitions Office of Small Business Policy Office of International Corporate Finance Office of Rulemaking Office of Enforcement Liaison 8
9 Corp Fin - Office of Chief Accountant (CF-OCA) Wayne Carnall Chief Accountant Craig Olinger Deputy Chief Accountant (Operations) Mark Kronforst Deputy Chief Accountant (Policy) Associate Chief Accountants (7) Associate Chief Accountant Staff Accountant Academic Fellow 9
10 Corp Fin Office of Chief Accountant (CF-OCA) Provides technical support to industry groups Pre-filing submissions Interpretations of reporting requirements Accommodations of reporting requirements Interpretations on the application of GAAP (should be sent to - OCA@sec.gov) Rulemaking impacting financial reporting Policy Group 10
11 Interpretive Guidance Phone call Intake Form on website For formal accommodations or waivers of reporting requirements 11
12 Intake Form Submit request form for interpretive advice and other assistance Treated just like a phone call Can be on a no-name basis Staff responds by telephone 12
13 Accounting Portal - Communication 13
14 Intake Form 14
15 Pre-Filing Request Submit E request for interpretations, accommodations or waivers of reporting requirements Treated like traditional mail Staff responds in writing Note the submission requirements 15
16 Pre-Filing Request 16
17 Pre-filing Submissions Letter Content Clearly state issue and relief sought Clearly state facts and relate them to analysis of issue Clearly state the basis for relief 17
18 DCF Office of Small Business Policy Answers questions on disclosure and other issues relating to smaller public companies Acts as the Division's liaison to the state securities regulators on corporate finance issues and the Small Business Administration and serves as small business intermediary for the Commission Develops rulemaking initiatives and assists in other rulemaking that may affect smaller and private companies Accounting issues still come to CF-OCA 18
19 Small Businesses 19
20 Corp Fin Disclosure Operations Deputy Director (Shelley Parratt) Health Care and Insurance Real Estate Consumer Products Beverage and Apparel Computers and Office Equip Electronics and Machinery Natural Resources Media Transportation and Leisure Manufacturing and Construction Financial Services 20
21 Division of Corporation Finance Industry Groups The organization of each Assistant Director office Assistant Director Senior Assistant Chief Accountant Legal Branch Chief Accounting Branch Chief Accounting Branch Chief Accounting Branch Chief 21
22 Who do I Start With? Reporting and disclosure CF-OCA Comment letters CF AD Group GAAP question OCA Legal question OCC / Small Business Policy Electronic filing question EDGAR 22
23 Telephone Numbers CF Office of Chief Accountant (202) SEC Office of the Chief Accountant (202) CF Office of Chief Counsel (202) CF Office of Small Business Policy (202) EDGAR (202)
24 The Filing Review Process 24
25 Filings Subject to Staff Review Selected by the DCF non-public screening criteria and Sarbanes-Oxley Section 408 requirements IPOs Other registration statements Proxy statements Item 4.01 and Item 4.02 Form 8-K8 25
26 Types of Reviews Full Review Financial Statement Review Target Review 26
27 Types of Comments Request for additional supplemental information Provide additional or clarifying disclosure in a future filing Amend filing to revise financial statements or disclosure 27
28 CF Filing Review Process Best Practices for Resolving Issues Prepare a thorough response An invitation to dialogue Key response to initial comment Indicate specifically where revisions have been made Discuss supporting authoritative literature in detail Inform Staff if you are unable to respond by the requested date Document accounting decisions contemporaneously All correspondence with the staff should be submitted on EDGAR 28
29 Public Availability of Comment Letters and Responses Issuers will receive notification that review is complete no further comment letter Posted to our website 45 days after completion of review or the effectiveness of the registration statement Confidential treatment requests and Rule 83 29
30 CF Filing Review Process What if I don t t agree? 30
31 Reconsideration Process Accounting and Financial Disclosure Request to involve - Associate Chief Accountant in the Division s s Office of Chief Accountant Next level - Senior Assistant Chief Accountant (SACA) Start with - Accounting Branch Chief in AD group (ABC) **May at any time involve OCA 31
32 Office of the Chief Accountant (OCA) Rulemaking, interpretive guidance and reports Oversight of standard setting Consultations Guidance posted on SEC s s website ocasubguidance.htm 32
33 SEC Office of the Chief Accountant OCA works closely with CF-OCA on: Consultations on certain technical matters relating to the application of GAAP Rulemaking impacting financial reporting Consultations from registrants Pre-filing Post-filing Internal consults from DCF/ Enforcement or requests from registrants 33
34 Research and Resources 34
35 Researching Reporting Requirements Interpretations Statutes Releases Rules Regulations How does it all fit together? 35
36 Sources of Reporting Requirements Statutes (the Securities Laws) SEC Rules and Regulations SEC Releases SEC Staff Interpretations Staff Accounting Bulletins Compliance and Disclosure Interpretations Financial Reporting Manual Other 36
37 Statutes Statutes (the Securities Laws) Securities Act of 1933 Securities Exchange Act of 1934 Public Company Accounting Reform and Corporate Responsibility Act of 2002 (Sarbanes-Oxley Act of 2002) 37
38 SEC Rules and Regulations Regulation S-XS Form and content of and requirements for financial statements required in most filings Regulation S-KS Requirements applicable to the content of the non-financial statement portions of most filings Other Regs 38
39 Code of Federal Regulations 17 CFR CFR is Code of Federal Regulations 17 is the title in the CFR for Commodity and Securities Exchanges PART 210 Form and Content of and Requirements for Financial Statements (Regulation S-X) S 3-05 is Rule of Regulation S-XS Financial Statements of Businesses Acquired or to be Acquired 39
40 SEC Rules and Releases Final Proposed Concept Interpretive 40
41 Staff Interpretations Staff Accounting Bulletins Financial Reporting Manual Compliance & Disclosure Interpretations Other Dear CFO Letters Frequently Asked Questions Comment letters and Pre-filing submissions 41
42 Researching the SEC SEC Website Division of Corporation Finance Information for Accountants (Accounting Portal) 42
43 43
44 Accounting Portal - Research 44
45 Staff Accounting Bulletins Staff interpretations New this year SAB 111 Other than Temporary Impairment SAB 112 Changes per 141R and 160 SAB 113 Oil and Gas Reserves 45
46 Compliance and Disclosure Interpretations (C&DIs) 46
47 C&DI Example 47
48 Financial Reporting Manual Background What it is / what it s s not / what it will be Not authoritative Not an interpretation of GAAP Evolutionary process 48
49 Financial Reporting Manual (FRM) 49
50 Financial Reporting Manual Topics Topic 1: Registrant s s Financial Statements Topic 2: Other Financial Statements Required Topic 3: Pro Forma Financial Information Topic 4: Independent Accountants Involvement Topic 5: Smaller Reporting Companies Topic 6: Foreign Private Issuers & Foreign Businesses Topic 7: Related Party Matters Topic 8: Non-GAAP Measures Topic 9: Management s s Discussion & Analysis Topic 10: Reserved Topic 11: Reserved Topic 12: Reverse Acquisitions and Reverse Recapitalizations Topic 13: Effects of Subsequent Events on Financial Statements Topic 14: Tender Offers Topic 15: Employee Stock Benefit Plans Topic 16: Multijurisdictional Disclosure System 50
51 Financial Reporting Manual New this year Addition of Topic 4: Independent Accountants FIRE Release Index New this update Input sources Filing review process Firms / Registrants New accounting standards or regulations necessitate change 51
52 Performing Research on the SEC Website Fast Answers Example: financial statements due Advanced Search Orientation Text search within releases, forms, C&DIs, etc. 52
53 Performing Research on the SEC Website 53
54 Advanced Search Tool Questions: Where are the Instructions to Form 8-K? 8 Do I have to name a third party valuation expert in a registration statement if I relied on his report? 54
55 Search Comment Letters By Company Name Filing Type is upload or corresp Full-Text Search (limited to past 4 years) Advanced Search By Industry or SIC Code Narrow the date range 55
56 Corporation Finance Home Page 56
57 ? Questions? 57
58 Appendix 58
59 Useful SEC Contact Information Personnel Locator: General SEC Information: 888-SEC SEC-6585 Investor Information: SEC-0330 EDGAR Filer Support: Public Document Request:
60 Office of the Director 60
61 Disclosure Operations Offices Industry Group AD/Chief Phone Health Care and Insurance Jeff Riedler (202) Consumer Products Chris Owings (202) Computers and On-Line Services Barbara Jacobs (202) Natural Resources and Food Roger Schwall (202) Transportation and Leisure Max Webb (202) Manufacturing and Construction Pam Long (202) Financial Services Todd Schiffman (202) Real Estate and Business Services Karen Garnett (202) Bev, Apparel, Health Care Services John Reynolds (202) Electronics and Machinery Peggy Fisher (202) Telecommunications Larry Spirgel (202) Office-Disclosure Support Patti Dennis (202) Office of Info Technology Cecile Peters (202) Office of Global Security Risk Cecilia Blye (202)
62 Legal and Regulatory Policy Offices 62
63 Accounting Branch Chiefs Industry Group AD Branch Chief Sr. Asst. Chief Acct. Assoc. Chief Accountant Health Care and Insurance 1 Joel Parker Gus Rodriguez Consumer Products 2 Jennifer Thompson William Thompson Andrew Mew Computers and On Line Svcs 3 Kathy Collins Pat Gilmore Steven Krikorian Natural Resources and Food 4 Karl Hiller Mark Shannon Chris White Transportation and Leisure 5 Linda Cvrkel David Humphrey Lyn Shenk Manuf. and Construction 6 John Cash Rufus Decker Terence O Brien Financial Services 7 Amit Pande Kevin Vaughn Hugh West Real Estate and Bus Svcs 8 Dan Gordon Kevin Woody Cicely LaMothe Bev, Apparel, Health Care Svcs 9 Brian Bhandari Ryan Milne Electronics and Machinery 10 Brian Cascio Jeff Jaramillo Kevin L. Vaughn Telecommunications 11 Terry French Bob Littlepage Kyle Moffatt Jim Rosenberg Jim Allegretto Craig Wilson Brad Skinner Joe Foti John Hartz John Nolan Linda van Doorn Tia Jenkins Martin James Carlos Pacho Todd Hardiman Steven Jacobs Todd Hardiman Leslie Overton Louise Dorsey Leslie Overton Stephanie Hunsaker Louise Dorsey Steven Jacobs Jill Davis Michael Fay 63
64 Addresses Use to request interpretations, accommodations or waivers of financial reporting and disclosure requirements to CF- OCA. Use to ask questions or submit comments on the SEC s s rules and programs affecting small business and private equity security offerings including venture capital financings. shareholderproposals@sec.gov Use to send requests for no-action relief under Rule 14a-8 8 and related correspondence to the Division of Corporation Finance. rule-comments@sec.gov Use to submit comments on proposed rules. webtech@sec.gov Use to submit questions about the EDGAR system. OCA@sec.gov Use to submit consultation requests to OCA according to the guidance at 404smallbusiness@sec.gov Use to submit 404 questions. 64
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