Federal Register / Vol. 74, No. 159 / Wednesday, August 19, 2009 / Notices 41955 

8 17 CFR 200.30–3(a)(12). 

1See Release No. 34–60108 (June 12, 2009); 74 FR 

29005 (June 18, 2009). 

Number SR–CBOE–2009–057 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–CBOE–2009–057. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of the filing also will be available 

for inspection and copying at the 

principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–CBOE–2009–057 and 

should be submitted on or before 

September 9, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–19893 Filed 8–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60496; File No. PCAOB– 

2008–05] 

Public Company Accounting Oversight 

Board; Order Approving Proposed 

Rules on Succeeding to the Status of 

a Predecessor Firm 

August 13, 2009. 

I. Introduction 

On August 4, 2008, the Public 

Company Accounting Oversight Board 

(the ‘‘Board’’ or the ‘‘PCAOB’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) 

proposed rules (File No. PCAOB–2008– 

05) on succeeding to the status of a 

predecessor firm, pursuant to Section 

107 of the Sarbanes-Oxley Act of 2002 

(the ‘‘Act’’). Notice of the proposed rules 

was published in the Federal Register 

on June 18, 2009.1 The Commission did 

not receive any comment letters relating 

to this rule proposal. For the reasons 

discussed below, the Commission is 

granting approval of the proposed rules. 

II. Description 

On July 28, 2008, the Board adopted 

rules and submitted to the Commission 

a rule proposal consisting of two new 

rules (PCAOB Rules 2108–2109) and a 

new form, Form 4, related to succeeding 

to the registration status of a 

predecessor firm. The proposed rules 

allow, in certain circumstances, a 

registered public accounting firm’s 

registration status to continue with a 

firm that survives a merger or other 

change in the registered firm’s legal 

form. If approved by the Commission, 

the rules on succession reporting would 

take effect 60 days after Commission 

approval. For firms that had a change in 

legal form, or that resulted from an 

acquisition or combination, in the 

period between the firm’s registration 

and the effective date of the rules, those 

firms will be required to report the 

change on Form 4 within 14 days after 

the Commission’s approval date. 

The proposed rules provide the 

opportunity for continuity of a firm’s 

registration in two categories: (1) 

changes related to a firm’s legal form of 

organization or jurisdiction; and (2) 

transactions in which a registered firm 

is acquired by an unregistered entity or 

combines with other entities to form a 

new legal entity. The events to which 

the rules apply are events for which a 

firm plans, not unanticipated events to 

which a firm reacts. The proposed rules 

are designed to facilitate a firm’s ability 

to factor into its planning, and to predict 

with certainty, whether and how 

continuity of registration can be 

maintained. 

The proposed rules set a deadline of 

14 days for a firm to file a report on 

Form 4, and require certain information 

and representations in the form. If the 

firm files the form within the required 

timeframe, provides the required 

representations, and certifies that all 

required information is included, then 

continuity of registration is automatic, 

without the need for separate Board 

action. The rules and Form 4 also build 

in safeguards to ensure that the Form 1 

registration process is not circumvented 

in circumstances where that process is 

more appropriate than Form 4 

succession. 

III. Discussion 

The Commission did not receive any 

comment letters relating to the rule 

proposal. 

IV. Conclusion 

The Commission finds that the 

proposed PCAOB rules on succeeding to 

the registration status of a predecessor 

firm are consistent with the 

requirements of the Act and the 

securities laws and are necessary or 

appropriate in the public interest or for 

the protection of investors. 

It is therefore ordered, pursuant to 

Section 107 of the Act and Section 

19(b)(2) of the Exchange Act, that 

proposed PCAOB Rules on Succeeding 

to the Registration Status of a 

Predecessor Firm (File No. PCAOB– 

2008–05) be and hereby are approved. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–19839 Filed 8–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60492; File No. SR– 

NASDAQ–2009–074] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify Fees 

for Members Using the NASDAQ 

Market Center 

August 12, 2009. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 


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