Division of Corporation Finance

Disclosure Guidance

Information About Filing Reviews

• Filing Review Process
   
• Filing Review Correspondence (includes Staff Comment Letters)

CF Disclosure Guidance Topics

• Topic No. 5: Staff Observations Regarding Disclosures of Smaller Financial Institutions
   
• Topic No. 4: European Sovereign Debt Exposures
   
• Topic No. 3: Staff Observations in the Review of Promotional and Sales Material Submitted Pursuant to Securities Act Industry Guide 5
   
• Topic No. 2: Cybersecurity
   
• Topic No. 1: Staff Observations in the Review of Forms 8-K Filed to Report Reverse Mergers and Similar Transactions

Other Staff Guidance and Sample Comment Letters

• Sample Letter Explaining Transition to EDGAR Submission and Filing of Draft Registration Statements
   
• Sample Letter Sent to Financial Institutions Regarding Their Structured Note Offerings Disclosure in Their Prospectus Supplements and Exchange Act Reports
   
• Sample Letter Sent to Public Companies on Accounting and Disclosure Issues Related to Potential Risks and Costs Associated with Mortgage and Foreclosure-Related Activities or Exposures
   
• Sample Letter Sent to Public Companies Asking for Information Related to Repurchase Agreements, Securities Lending Transactions, or Other Transactions Involving the Transfer of Financial Assets
   
• Sample Letter Sent to Public Companies on MD&A Disclosure Regarding Provisions and Allowances for Loan Losses
   
• Staff Guidance for Financial Institutions Filing Proxy Statements in Connection with the TARP Capital Purchase Program
   
• Sample Letter Sent to Public Companies on MD&A Disclosure Regarding the Application of SFAS 157 (Fair Value Measurements) (September 2008)
   
• Sample Letter Sent to Public Companies on MD&A Disclosure Regarding the Application of SFAS 157 (Fair Value Measurements) (March 2008)
   
• Sample Letter Sent to Public Companies That Have Identified Investments in Structured Investment Vehicles, Conduits or Collateralized Debt Obligations

Staff Reports

• Staff Observations in the Review of Smaller Reporting Company IPOs
   
• Staff Observations in the Review of Executive Compensation Disclosure
   
• Staff Observations in the Review of IFRS Financial Statements
   
• Staff Comments on Annual Reports Containing Financial Statements Prepared for the First Time on the Basis of International Financial Reporting Standards
   
• Summary by the Division of Corporation Finance of Significant Issues Addressed in the Review of the Periodic Reports of the Fortune 500 Companies