As companies are busy filing their annual reports, they are charged with the additional requirement of disclosing unresolved SEC staff comments. Staff comments (including those of the unresolved variety) often relate a company’s financial condition, accounting issues and proxy statements, among other issues.  Under SEC rules, accelerated filers and large accelerated filers, as defined by Rule 12b-2 of the Exchange Act, are required to disclose in their periodic reports whether they have unresolved written Commission staff comments issued more than 180 days before the end of the fiscal year. Companies must also disclose the substance of any material unresolved comments from the SEC. While disclosures are frequently quite general, some companies disclose in detail the nature of their unresolved comments.  We at Westlaw Business have compiled a list of resources to assist you as you prepare to disclose unresolved SEC staff comments in your fiscal 2008 10-K.

Published: March 19, 2009