On May 3, 2022, the Securities and Exchange Commission’s Division of Corporation Finance issued a sample comment letter outlining public company disclosure requirements relating to the business impact of Russia’s invasion of Ukraine and the international response.
To the extent material or otherwise required under the SEC’s disclosure framework, the SEC advises that companies should provide tailored disclosures relating to:
- their direct or indirect exposure to Russia, Belarus and/or Ukraine, whether through operations, employees, investments, sanctions or legal or regulatory uncertainty associated with operating in or exiting business in Russia or Belarus;
- direct or indirect reliance on goods or services sourced in Russia, Ukraine and, as applicable, in countries supportive of Russia;
- actual or potential supply chain disruptions and volatility related to commodity prices;
- cybersecurity risks related to these activities;
- business relationships, connections to, or assets in, Russia, Belarus and Ukraine; and
- the quantitative and qualitative impact on their financial statements from any related impairment of assets, changes in inventory valuation, deferred tax asset valuation allowance, dispositions, de-consolidations, and business exits, fluctuations in exchange rates, and changes in contracts with customers or the ability to collect consideration.
The SEC highlights other areas of interest, including the company’s evaluation of the effectiveness of disclosure controls, procedures and internal controls over financial reporting. The SEC also draws attention to the oversight role of the board of directors, and particularly concerning whether to continue or to cease activity in Russia and/or Belarus. When reviewing company filings, the SEC is likely to continue issuing comment letters, and may request additional details and further discussions related to these issues.