# Draft Sec Comment Letter Response > SEC comment letter response drafting where the baseline addresses each comment narratively but omits the standard representation, draft-ready proposed disclosure language, and the privileged internal strategy memo. - Skill: `finchipaiorg/draft-sec-comment-letter-response` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-sec-comment-letter-response` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-sec-comment-letter-response/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-sec-comment-letter-response --- # Skill: Draft SEC Comment Letter Response ## 1. Subject-matter triage - Treat this as a two-deliverable drafting task: a public SEC response letter and a separate privileged internal strategy memo. - Draft the public letter first, then the internal memo after the letter is complete and non-empty. - If the comment letter raises multiple topics, handle them one by one in the order presented; do not collapse distinct comments into a single generic response. - If a comment can be answered only by reference to source filings, accounting papers, board materials, or disclosure drafts, confirm the governing source before drafting any language. ## 2. Failure modes the skill is correcting - The response stops at narrative reassurance and does not give draft-ready disclosure text for any comment that will be addressed through enhanced future disclosure. - The response omits the customary SEC representation or places it in an awkward location that makes the letter look unfinished. - The response mixes public-facing advocacy with privileged legal analysis, litigation risk, or internal disagreement about the best response. - The response answers accounting, form, non-GAAP, segment, or cybersecurity comments at too high a level and fails to tie the answer to the governing rule or framework. - The response gives a commitment to “improve disclosure” without showing the actual language that will appear in the next filing. - The internal memo is treated as a summary only and does not surface risk, unresolved questions, and recommended positioning for the client team. ## 3. Legal frameworks / domain conventions that apply - SEC comment responses should read as formal correspondence to staff, with each comment addressed directly and in sequence. - Include the standard closing representation commonly used in comment response letters, consistent with current SEC practice for the matter at hand. - For disclosure comments, cite the controlling SEC rule, form item, interpretive guidance, or accounting authority that supports the response. - For non-GAAP issues, address both the non-GAAP presentation framework in Regulation G and the applicable Item 10(e) / form-specific guidance when relevant. - For segment issues, anchor the response in ASC 280 and the CODM’s internal reporting and aggregation process. - For cybersecurity issues, separate incident-reporting analysis from annual risk-management and governance disclosure analysis; do not treat them as the same obligation. - For accounting comments, use the relevant accounting literature and the filing context rather than a generic “consistent with GAAP” statement. - For form or filing-structure comments, cite the specific form item or instruction that governs the disclosure format. - The public letter should remain factual, restrained, and implementation-focused; privilege, mental impressions, and litigation posture belong in the internal memo. ## 4. Analytical scaffolds - Identify each comment’s subject matter before drafting the answer so the controlling authority can be matched to the issue. - For every comment, do three things in the response: - answer the staff’s point directly; - cite the governing authority or framework by name; - include draft-ready disclosure language if the company is changing or expanding disclosure. - When the company is not changing disclosure, explain why the existing disclosure is adequate under the cited authority, without over-arguing. - When a comment touches financial figures, verify the figures against the source documents and confirm any arithmetic before using them. - When a comment may implicate more than one disclosure regime, split the analysis so each governing framework is addressed separately. - In the internal memo, evaluate the risk of the proposed public response, note any internal disagreement or open judgment call, and recommend a position that the legal and finance team can implement. - Keep the public letter and the memo aligned on substance, but do not repeat privileged risk analysis in the public letter. ## 5. Vertical / structural / temporal relationships - Preserve the sequence of the staff comments and mirror that sequence in both deliverables. - Distinguish between current-period filing disclosure, future-period enhanced disclosure, and any one-time remediation commitment. - If the response depends on an internal reporting structure, explain the operational hierarchy only to the extent needed to support the disclosure position. - If multiple business units, reporting lines, or disclosure owners are involved, identify the responsible function in the memo and reflect only the necessary public-facing facts in the letter. - If a proposed disclosure will affect a future filing, make the temporal anchor explicit so the reader knows when the revised language will appear. - Keep any privileged discussion of litigation exposure, negotiation leverage, or internal disagreement out of the public letter and confined to the memo. ## 6. Output structure conventions - Produce exactly two documents: a public SEC comment response letter and a privileged internal strategy memo. - The response letter should be formatted as a formal letter and organized comment-by-comment, with proposed disclosure language embedded where relevant. - The standard representation should appear in the closing section or another conventional location that is clearly part of the letter. - The memo should be labeled privileged and confidential, written for the client’s legal and finance team, and organized comment-by-comment. - The memo should include a brief risk assessment, the key decision points, and a recommended course of action for each comment. - End the memo with a concise Recommended Actions section that assigns the next step to a role and ties it to the next filing or response deadline. - Before finishing, ensure the primary deliverable is complete and non-empty, and that the memo is secondary to the letter rather than a substitute for it.