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Section 7200, Auditor Assistance to Underwriters and Others

Ef­fec­tive date:

The Recommendations in this Section, with the exception of paragraphs .078, .087 and .118, apply to comfort letters to underwriters and others dated on or after the first of the month noted beside each Recommendation and to due diligence meetings held on or after the first of the month noted beside each Recommendation. The Recommendations in paragraphs .078, .087 and .118 apply to comfort letters to underwriters and others dated on or after June 30, 2017.

Overview

This Section provides guidance to an auditor who has been requested to issue a comfort letter or participate in a due diligence meeting relating to a securities offering. By providing a comfort letter or participating in a due diligence meeting, an auditor lends credibility to the information on which he or she comments. Hence it is important that the comments relate only to matters to which the auditor's professional competence is relevant.

When an entity proposes to issue securities to the public, it commonly engages an underwriter to carry out the public offering. The underwriter assumes an obligation to ensure that adequate disclosure regarding the proposed issue is made to prospective investors. When the offering is made by a prospectus, the underwriter (as well as the issuer) is required by securities legislation to certify that, to the best of its knowledge, information and belief, the prospectus constitutes "full, true and plain disclosure" of all material facts relating to the securities being offered.  The auditor can play an important role in this process when engaged by the issuer to provide assistance to the underwriter.

Since it is not usually practical for underwriters to carry out such an investigation entirely by themselves, they frequently ask that the auditor provide them with comfort on information in certain areas outside of the audited financial statements. In conducting their "reasonable investigation" of the affairs of the issuer, the underwriters rely on this assistance to document what might be used as part of their possible due diligence defense.

Such assistance may take the form of a comfort letter and/or participation in a due diligence meeting. There is no legal requirement for an auditor to provide a comfort letter to an underwriter or participate in a due diligence meeting. The auditor may agree to provide assistance to an underwriter as a matter of contract with the issuer. In providing such assistance, the auditor may be assuming liabilities in addition to those arising from issuing an auditor's report.

Section 7150, Auditor’s Consent to the Use of a Report of the Auditor Included in an Offering Document, sets forth the professional standards that are appropriate when an auditor is involved with an offering document and requires the auditor to perform certain procedures before consenting to the use of his or her audit report in connection with the offering.

His­tory of Section 7200

Date

De­vel­op­ment

Com­ments

September 2000

New Section 7200 issued

Effective on or after January 1, 2001.

December 2004

Section reorganized to make the guidance easier to use by presenting general comments on auditor assistance, followed by more specific guidance concerning comfort letters and due diligence meetings.

Effective on or after March 1, 2005.

December 2011

Paragraphs .072A-.072G added

Effective on or after January 1, 2012.

January 2013

Paragraphs  .049A-.049B and .121-.122 added

Effective on or after April 1, 2013.

July 2015

Paragraphs .078, .087 and .118 added

Effective on or after June 30, 2017.

Note: The above sum­mary does not in­clude de­tails of con­se­quen­tial amend­ments made as the re­sult of other pro­jects.

Amendments under consideration

None

 

Correction list for hyphenation

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