Accountants' letters: Overview, definition, and example
What are accountants' letters?
Accountants' letters are formal communications—usually issued by independent auditors or accountants—that provide assurance, confirmation, or explanations related to a company’s financial statements or accounting records. These letters are often prepared in connection with audits, public offerings, or transactions and may be addressed to the company itself, its legal counsel, underwriters, or regulators.
Why are accountants' letters important?
Accountants' letters are important because they help verify financial information, confirm accuracy, and support legal or regulatory disclosures. In deals like mergers, acquisitions, or public offerings, they give third parties—such as investors, lenders, or underwriters—added confidence in the financial data being presented. They are also used in litigation, audits, or government filings to demonstrate professional oversight and credibility.
Understanding accountants' letters through an example
A company preparing for an IPO asks its auditor to provide a "comfort letter" to the underwriters. This accountants' letter confirms that the financial information in the prospectus agrees with the audited financial statements, and that no material adverse changes have occurred since the audit date. This letter helps the underwriters assess risk and fulfill their due diligence obligations.
Example of how an accountants' letters clause may appear in a contract
Here’s how an accountants' letters clause may appear in a securities purchase or underwriting agreement:
"The Company shall cause its independent registered public accounting firm to deliver to the Underwriters a letter or letters, dated the date of this Agreement and the Closing Date, in form and substance satisfactory to the Underwriters, confirming certain financial information contained in the Registration Statement and Prospectus."
Conclusion
Accountants' letters provide formal assurance about the reliability of a company’s financial information, often in high-stakes or regulated settings. Whether used in financing, litigation, or public offerings, they help build trust, reduce risk, and support informed decision-making by third parties who rely on accurate financial disclosures.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.