The SEC Comment Letter Response Checklist

1. Log the letter. Record the date received, the filing reviewed, the staff contacts, and the requested response date.
2. Circulate immediately to management, the audit committee chair, the auditor, and counsel.
3. Classify each comment: revise disclosure, provide supplemental information, explain analysis, or confirm consideration.
4. Map every comment to every place the subject appears: business, risk factors, MD&A, financial statements, notes, exhibits, website, and investor materials.
5. Assign an owner for each comment, with the auditor owning accounting positions jointly with management.
6. Draft answers that respond to the question asked, with support, and without new unsupported assertions.
7. Decide the path for each revision: amendment now, or revision in future filings, and document the materiality reasoning.
8. Consider whether any comment implicates prior financial statements and a potential non-reliance 8-K.
9. Identify any information for which confidential treatment is appropriate and follow the Commission's procedure.
10. Assume publication. Reread the whole response as an investor, a plaintiff, and a future enforcement attorney would.
11. Reconcile legal, accounting, and business answers so they say the same thing.
12. Show the change: cite the page or section where each revision appears.
13. File on time, or contact the staff before the date if more time is genuinely needed.
14. Calendar follow-up and track any commitments made for future filings.
15. Archive the complete file, including drafts and the reasoning behind each position.

From the book

• Chapter 2: Reading a Filing the Way the Staff Reads It
• Chapter 10: The Comment Letter Is an Examination

This is general information, not legal advice.