Recently, I provided guidance and insight on how the SEC is using technology to make structured financial data more widely available and efficient to users. In two articles featured in the Technology and SEC Disclosure newsletter, I discussed EDGAR upgrades and the use of hyperlinks in company filings. As mentioned in the newsletter, “I do

As a former SEC Corp Fin staffer, I can certainly appreciate how closely the Staff reviews the specific disclosures related to internal controls and procedures and disclosure controls and procedures (DC&P) – just ask any registrant that has had to file a 10-K amendment for what they may believe is an immaterial error in their Sarbanes-Oxley Act certifications.  However, if anybody needs further convincing, I point you to a recent comment letter made public where the Staff commented of the company’s failure to state the entire definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d(e) when the registrant was stating its conclusion regarding the effectiveness of its disclosure controls and procedures.  In particular, the Staff stated, “Although there is no requirement to disclose the full definition, specific reference to only a portion of the definition gives the appearance of limiting management’s conclusion solely to the portion referred to.”  Please see below for the SEC comment exchange as well as the company’s revised disclosure (via redline):


Continue Reading Disclosure Controls and Procedures Language? Use Entire Definition or Nothing at All