SEC Releases Model Comment Letter Regarding Disclosure Obligations Related to Russia’s Invasion of Ukraine


On May 3, 2022, the Corporate Finance Division of the Securities and Exchange Commission released a model comment letter outlining public company disclosure requirements regarding the business impact of Russia’s invasion of Ukraine and the international response.

To the extent material or required by the SEC’s disclosure framework, the SEC advises companies to provide tailored disclosures regarding:

  1. their direct or indirect exposure to Russia, Belarus and/or Ukraine, whether through operations, employees, investments, sanctions or legal or regulatory uncertainties associated with the activity or exit from activities in Russia or Belarus;
  2. direct or indirect reliance on goods or services from Russia, Ukraine and, where applicable, pro-Russia countries;
  3. actual or potential supply chain disruptions and commodity price volatility;
  4. the cybersecurity risks associated with these activities;
  5. business relationships, connections or assets in Russia, Belarus and Ukraine; and
  6. the quantitative and qualitative impact on their financial statements of any related asset impairment, changes in inventory value, valuation allowance for deferred tax assets, disposals, deconsolidations and disposals of business, fluctuations in exchange rates and changes in contracts with customers or the possibility of receiving consideration.

The SEC highlights other areas of interest, including the company’s assessment of the effectiveness of disclosure controls, procedures and internal controls over financial reporting. The SEC also draws attention to the supervisory role of the board of directors, and in particular the continuation or cessation of activity in Russia and/or Belarus. When reviewing company filings, the SEC may continue to issue comment letters and may request additional details and further discussion of these matters.


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