Since the mid-1970s the SEC has required companies to acknowledge in writing that the disclosure in any filed documents was the responsibility of the filer and that the SEC review process would not be raised as a defence in legal proceedings. The SEC has required the same acknowledgement, known as the "Tandy" language (after the first company to receive a comment letter containing this language), in comment letters since they became publicly available in 2004.
While companies remain responsible for the accuracy and adequacy of their disclosure, going forward, the SEC will include the following statement in comment letters, without requiring an affirmative response in the form of the "Tandy" representation from the reviewed filer:
- "We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff."
The relevant SEC announcement is available at:
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