Auditor Comfort Letter
Image credit: Piqsels

Role of Auditor’s Comfort Letter in Securities Offerings

Delivery of the Comfort Letter

Auditors Preparing Comfort Letter
Photo by KOBU Agency on Unsplash

Protection from Securities Liability

  • Section 11 of the Securities Act of 1933
  • Section 12(a)(2) of the Securities Act of 1933
  • Rule 10b-5 of the Securities Exchange Act of 1934

Contents of the Comfort Letter

  • Name and addresses of the underwriters
  • A statement regarding the independence of the auditors
  • A statement that the company’s audited financial statements comply with accounting rules under the Securities Act of 1933
  • Negative assurance with regard to the company’s unaudited interim financial statements
  • Details on the specific auditing procedures undertaken and the conclusions reached

A Comfort Letter Has Different Levels

Tick-and-Tie Comfort

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Carpenter Wellington PLLC

Carpenter Wellington PLLC

Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington. Ryan advises clients across a broad set of corporate and commercial matters.