The Advisors' Blog

I blogged a few months back about comment letters that the Corp Fin Staff has started to issue for disclosures that may implicate a clawback recovery analysis. Although comment letters are always specific to the particular company and its circumstances, they also give the rest of us insight into issues that the Staff is prioritizing in its reviews. Now, more comments are rolling in. Here are a couple of tips based on recent correspondence:

– If you check the second box on your 10-K cover page, the Staff expects to see disclosure about a recovery analysis (see this comment letter).

– If you disclose a recovery analysis, make sure to include an Interactive Sata File in accordance with Rule 405 of Reg S-T (see this comment letter – and this FPI comment letter).

– Liz Dunshee