80–931

107TH CONGRESS REPORT " HOUSE OF REPRESENTATIVES ! 2d Session 107–610 

SARBANES-OXLEY ACT OF 2002

JULY 24, 2002.—Ordered to be printed 

Mr. OXLEY, from the committee of conference, 

submitted the following 

CONFERENCE REPORT 

[To accompany H.R. 3763] 

The committee of conference on the disagreeing votes of the 

two Houses on the amendment of the Senate to the bill (H.R. 

3763), to protect investors by improving the accuracy and reliability 

of corporate disclosures made pursuant to the securities laws, and 

for other purposes, having met, after full and free conference, have 

agreed to recommend and do recommend to their respective Houses 

as follows: 

That the House recede from its disagreement to the amendment of the Senate and agree to the same with an amendment as 

follows: 

In lieu of the matter proposed to be inserted by the Senate 

amendment, insert the following:

SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 

(a) SHORT TITLE.—This Act may be cited as the ‘‘SarbanesOxley Act of 2002’’. 

(b) TABLE OF CONTENTS.—The table of contents for this Act is 

as follows:

Sec. 1. Short title; table of contents. 

Sec. 2. Definitions. 

Sec. 3. Commission rules and enforcement. 

TITLE I—PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD 

Sec. 101. Establishment; administrative provisions. 

Sec. 102. Registration with the Board. 

Sec. 103. Auditing, quality control, and independence standards and rules. 

Sec. 104. Inspections of registered public accounting firms. 

Sec. 105. Investigations and disciplinary proceedings. 

Sec. 106. Foreign public accounting firms. 

Sec. 107. Commission oversight of the Board. 

Sec. 108. Accounting standards. 

Sec. 109. Funding. 

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TITLE II—AUDITOR INDEPENDENCE 

Sec. 201. Services outside the scope of practice of auditors. 

Sec. 202. Preapproval requirements. 

Sec. 203. Audit partner rotation. 

Sec. 204. Auditor reports to audit committees. 

Sec. 205. Conforming amendments. 

Sec. 206. Conflicts of interest. 

Sec. 207. Study of mandatory rotation of registered public accounting firms. 

Sec. 208. Commission authority. 

Sec. 209. Considerations by appropriate State regulatory authorities. 

TITLE III—CORPORATE RESPONSIBILITY 

Sec. 301. Public company audit committees. 

Sec. 302. Corporate responsibility for financial reports. 

Sec. 303. Improper influence on conduct of audits. 

Sec. 304. Forfeiture of certain bonuses and profits. 

Sec. 305. Officer and director bars and penalties. 

Sec. 306. Insider trades during pension fund blackout periods. 

Sec. 307. Rules of professional responsibility for attorneys. 

Sec. 308. Fair funds for investors. 

TITLE IV—ENHANCED FINANCIAL DISCLOSURES 

Sec. 401. Disclosures in periodic reports. 

Sec. 402. Enhanced conflict of interest provisions. 

Sec. 403. Disclosures of transactions involving management and principal stockholders. 

Sec. 404. Management assessment of internal controls. 

Sec. 405. Exemption. 

Sec. 406. Code of ethics for senior financial officers. 

Sec. 407. Disclosure of audit committee financial expert. 

Sec. 408. Enhanced review of periodic disclosures by issuers. 

Sec. 409. Real time issuer disclosures. 

TITLE V—ANALYST CONFLICTS OF INTEREST 

Sec. 501. Treatment of securities analysts by registered securities associations and 

national securities exchanges. 

TITLE VI—COMMISSION RESOURCES AND AUTHORITY 

Sec. 601. Authorization of appropriations. 

Sec. 602. Appearance and practice before the Commission. 

Sec. 603. Federal court authority to impose penny stock bars. 

Sec. 604. Qualifications of associated persons of brokers and dealers. 

TITLE VII—STUDIES AND REPORTS 

Sec. 701. GAO study and report regarding consolidation of public accounting firms. 

Sec. 702. Commission study and report regarding credit rating agencies. 

Sec. 703. Study and report on violators and violations 

Sec. 704. Study of enforcement actions. 

Sec. 705. Study of investment banks. 

TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY 

Sec. 801. Short title. 

Sec. 802. Criminal penalties for altering documents. 

Sec. 803. Debts nondischargeable if incurred in violation of securities fraud laws. 

Sec. 804. Statute of limitations for securities fraud. 

Sec. 805. Review of Federal Sentencing Guidelines for obstruction of justice and extensive criminal fraud. 

Sec. 806. Protection for employees of publicly traded companies who provide evidence of fraud. 

Sec. 807. Criminal penalties for defrauding shareholders of publicly traded companies. 

TITLE IX—WHITE-COLLAR CRIME PENALTY ENHANCEMENTS 

Sec. 901. Short title. 

Sec. 902. Attempts and conspiracies to commit criminal fraud offenses. 

Sec. 903. Criminal penalties for mail and wire fraud. 

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Sec. 904. Criminal penalties for violations of the Employee Retirement Income Security Act of 1974. 

Sec. 905. Amendment to sentencing guidelines relating to certain white-collar offenses. 

Sec. 906. Corporate responsibility for financial reports. 

TITLE X—CORPORATE TAX RETURNS 

Sec. 1001. Sense of the Senate regarding the signing of corporate tax returns by 

chief executive officers. 

TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY 

Sec. 1101. Short title. 

Sec. 1102. Tampering with a record or otherwise impeding an official proceeding. 

Sec. 1103. Temporary freeze authority for the Securities and Exchange Commission. 

Sec. 1104. Amendment to the Federal Sentencing Guidelines. 

Sec. 1105. Authority of the Commission to prohibit persons from serving as officers 

or directors. 

Sec. 1106. Increased criminal penalties under Securities Exchange Act of 1934. 

Sec. 1107. Retaliation against informants.

SEC. 2. DEFINITIONS. 

(a) IN GENERAL.—In this Act, the following definitions shall 

apply: 

(1) APPROPRIATE STATE REGULATORY AUTHORITY.—The 

term ‘‘appropriate State regulatory authority’’ means the State 

agency or other authority responsible for the licensure or other 

regulation of the practice of accounting in the State or States 

having jurisdiction over a registered public accounting firm or 

associated person thereof, with respect to the matter in question. 

(2) AUDIT.—The term ‘‘audit’’ means an examination of the 

financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the 

Commission (or, for the period preceding the adoption of applicable rules of the Board under section 103, in accordance with 

then-applicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion on such statements. 

(3) AUDIT COMMITTEE.—The term ‘‘audit committee’’

means—

(A) a committee (or equivalent body) established by and 

amongst the board of directors of an issuer for the purpose 

of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of 

the issuer; and 

(B) if no such committee exists with respect to an 

issuer, the entire board of directors of the issuer. 

(4) AUDIT REPORT.—The term ‘‘audit report’’ means a document or other record—

(A) prepared following an audit performed for purposes 

of compliance by an issuer with the requirements of the securities laws; and 

(B) in which a public accounting firm either—

(i) sets forth the opinion of that firm regarding a 

financial statement, report, or other document; or 

(ii) asserts that no such opinion can be expressed. 

(5) BOARD.—The term ‘‘Board’’ means the Public Company 

Accounting Oversight Board established under section 101. 

(6) COMMISSION.—The term ‘‘Commission’’ means the Securities and Exchange Commission. 

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(7) ISSUER.—The term ‘‘issuer’’ means an issuer (as defined 

in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 

78c)), the securities of which are registered under section 12 of 

that Act (15 U.S.C. 78l), or that is required to file reports under 

section 15(d) (15 U.S.C. 78o(d)), or that files or has filed a registration statement that has not yet become effective under the 

Securities Act of 1933 (15 U.S.C. 77a et seq.), and that it has 

not withdrawn. 

(8) NON-AUDIT SERVICES.—The term ‘‘non-audit services’’

means any professional services provided to an issuer by a registered public accounting firm, other than those provided to an 

issuer in connection with an audit or a review of the financial 

statements of an issuer. 

(9) PERSON ASSOCIATED WITH A PUBLIC ACCOUNTING

FIRM.—

(A) IN GENERAL.—The terms ‘‘person associated with a 

public accounting firm’’ (or with a ‘‘registered public accounting firm’’) and ‘‘associated person of a public accounting firm’’ (or of a ‘‘registered public accounting firm’’) mean 

any individual proprietor, partner, shareholder, principal, 

accountant, or other professional employee of a public accounting firm, or any other independent contractor or entity 

that, in connection with the preparation or issuance of any 

audit report—

(i) shares in the profits of, or receives compensation 

in any other form from, that firm; or 

(ii) participates as agent or otherwise on behalf of 

such accounting firm in any activity of that firm. 

(B) EXEMPTION AUTHORITY.—The Board may, by rule, 

exempt persons engaged only in ministerial tasks from the 

definition in subparagraph (A), to the extent that the Board 

determines that any such exemption is consistent with the 

purposes of this Act, the public interest, or the protection of 

investors. 

(10) PROFESSIONAL STANDARDS.—The term ‘‘professional 

standards’’ means—

(A) accounting principles that are—

(i) established by the standard setting body described in section 19(b) of the Securities Act of 1933, as 

amended by this Act, or prescribed by the Commission 

under section 19(a) of that Act (15 U.S.C. 17a(s)) or 

section 13(b) of the Securities Exchange Act of 1934 (15 

U.S.C. 78a(m)); and 

(ii) relevant to audit reports for particular issuers, 

or dealt with in the quality control system of a particular registered public accounting firm; and 

(B) auditing standards, standards for attestation engagements, quality control policies and procedures, ethical 

and competency standards, and independence standards 

(including rules implementing title II) that the Board or 

the Commission determines—

(i) relate to the preparation or issuance of audit reports for issuers; and 

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(ii) are established or adopted by the Board under 

section 103(a), or are promulgated as rules of the Commission. 

(11) PUBLIC ACCOUNTING FIRM.—The term ‘‘public accounting firm’’ means—

(A) a proprietorship, partnership, incorporated association, corporation, limited liability company, limited liability partnership, or other legal entity that is engaged in the 

practice of public accounting or preparing or issuing audit 

reports; and 

(B) to the extent so designated by the rules of the 

Board, any associated person of any entity described in 

subparagraph (A). 

(12) REGISTERED PUBLIC ACCOUNTING FIRM.—The term 

‘‘registered public accounting firm’’ means a public accounting 

firm registered with the Board in accordance with this Act. 

(13) RULES OF THE BOARD.—The term ‘‘rules of the Board’’

means the bylaws and rules of the Board (as submitted to, and 

approved, modified, or amended by the Commission, in accordance with section 107), and those stated policies, practices, and 

interpretations of the Board that the Commission, by rule, may 

deem to be rules of the Board, as necessary or appropriate in 

the public interest or for the protection of investors. 

(14) SECURITY.—The term ‘‘security’’ has the same meaning 

as in section 3(a) of the Securities Exchange Act of 1934 (15 

U.S.C. 78c(a)). 

(15) SECURITIES LAWS.—The term ‘‘securities laws’’ means 

the provisions of law referred to in section 3(a)(47) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(47)), as amended 

by this Act, and includes the rules, regulations, and orders 

issued by the Commission thereunder. 

(16) STATE.—The term ‘‘State’’ means any State of the 

United States, the District of Columbia, Puerto Rico, the Virgin 

Islands, or any other territory or possession of the United 

States. 

(b) CONFORMING AMENDMENT.—Section 3(a)(47) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(47)) is amended by inserting ‘‘the Sarbanes-Oxley Act of 2002,’’ before ‘‘the Public’’. 

SEC. 3. COMMISSION RULES AND ENFORCEMENT. 

(a) REGULATORY ACTION.—The Commission shall promulgate 

such rules and regulations, as may be necessary or appropriate in 

the public interest or for the protection of investors, and in furtherance of this Act. 

(b) ENFORCEMENT.—

(1) IN GENERAL.—A violation by any person of this Act, any 

rule or regulation of the Commission issued under this Act, or 

any rule of the Board shall be treated for all purposes in the 

same manner as a violation of the Securities Exchange Act of 

1934 (15 U.S.C. 78a et seq.) or the rules and regulations issued 

thereunder, consistent with the provisions of this Act, and any 

such person shall be subject to the same penalties, and to the 

same extent, as for a violation of that Act or such rules or regulations. 

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(2) INVESTIGATIONS, INJUNCTIONS, AND PROSECUTION OF

OFFENSES.—Section 21 of the Securities Exchange Act of 1934 

(15 U.S.C. 78u) is amended— (A) in subsection (a)(1), by inserting ‘‘the rules of the 

Public Company Accounting Oversight Board, of which 

such person is a registered public accounting firm or a person associated with such a firm,’’ after ‘‘is a participant,’’; 

(B) in subsection (d)(1), by inserting ‘‘the rules of the 

Public Company Accounting Oversight Board, of which 

such person is a registered public accounting firm or a person associated with such a firm,’’ after ‘‘is a participant,’’; 

(C) in subsection (e), by inserting ‘‘the rules of the Public Company Accounting Oversight Board, of which such 

person is a registered public accounting firm or a person 

associated with such a firm,’’ after ‘‘is a participant,’’; and 

(D) in subsection (f), by inserting ‘‘or the Public Company Accounting Oversight Board’’ after ‘‘self-regulatory organization’’ each place that term appears. 

(3) CEASE-AND-DESIST PROCEEDINGS.—Section 21C(c)(2) of 

the Securities Exchange Act of 1934 (15 U.S.C. 78u–3(c)(2)) is 

amended by inserting ‘‘registered public accounting firm (as defined in section 2 of the Sarbanes-Oxley Act of 2002),’’ after 

‘‘government securities dealer,’’. 

(4) ENFORCEMENT BY FEDERAL BANKING AGENCIES.—Section 12(i) of the Securities Exchange Act of 1934 (15 U.S.C. 

78l(i)) is amended by—

(A) striking ‘‘sections 12,’’ each place it appears and inserting ‘‘sections 10A(m), 12,’’; and 

(B) striking ‘‘and 16,’’ each place it appears and inserting ‘‘and 16 of this Act, and sections 302, 303, 304, 306, 

401(b), 404, 406, and 407 of the Sarbanes-Oxley Act of 

2002,’’.

(c) EFFECT ON COMMISSION AUTHORITY.—Nothing in this Act or 

the rules of the Board shall be construed to impair or limit—

(1) the authority of the Commission to regulate the accounting profession, accounting firms, or persons associated with 

such firms for purposes of enforcement of the securities laws; 

(2) the authority of the Commission to set standards for accounting or auditing practices or auditor independence, derived 

from other provisions of the securities laws or the rules or regulations thereunder, for purposes of the preparation and issuance 

of any audit report, or otherwise under applicable law; or 

(3) the ability of the Commission to take, on the initiative 

of the Commission, legal, administrative, or disciplinary action 

against any registered public accounting firm or any associated 

person thereof. 

TITLE I—PUBLIC COMPANY 

ACCOUNTING OVERSIGHT BOARD 

SEC. 101. ESTABLISHMENT; ADMINISTRATIVE PROVISIONS. 

(a) ESTABLISHMENT OF BOARD.—There is established the Public 

Company Accounting Oversight Board, to oversee the audit of public 

companies that are subject to the securities laws, and related matVerDate Jul 19 2002 16:35 Jul 25, 2002 Jkt 080361 PO 00000 Frm 00006 Fmt 6659 Sfmt 6603 E:\HR\OC\HR610.XXX pfrm15 PsN: HR610
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ters, in order to protect the interests of investors and further the 

public interest in the preparation of informative, accurate, and independent audit reports for companies the securities of which are sold 

to, and held by and for, public investors. The Board shall be a body 

corporate, operate as a nonprofit corporation, and have succession 

until dissolved by an Act of Congress. 

(b) STATUS.—The Board shall not be an agency or establishment of the United States Government, and, except as otherwise provided in this Act, shall be subject to, and have all the powers conferred upon a nonprofit corporation by, the District of Columbia 

Nonprofit Corporation Act. No member or person employed by, or 

agent for, the Board shall be deemed to be an officer or employee 

of or agent for the Federal Government by reason of such service. 

(c) DUTIES OF THE BOARD.—The Board shall, subject to action 

by the Commission under section 107, and once a determination is 

made by the Commission under subsection (d) of this section— (1) register public accounting firms that prepare audit reports for issuers, in accordance with section 102; 

(2) establish or adopt, or both, by rule, auditing, quality 

control, ethics, independence, and other standards relating to 

the preparation of audit reports for issuers, in accordance with 

section 103; 

(3) conduct inspections of registered public accounting 

firms, in accordance with section 104 and the rules of the 

Board; 

(4) conduct investigations and disciplinary proceedings concerning, and impose appropriate sanctions where justified upon, 

registered public accounting firms and associated persons of 

such firms, in accordance with section 105; 

(5) perform such other duties or functions as the Board (or 

the Commission, by rule or order) determines are necessary or 

appropriate to promote high professional standards among, and 

improve the quality of audit services offered by, registered public accounting firms and associated persons thereof, or otherwise to carry out this Act, in order to protect investors, or to further the public interest; 

(6) enforce compliance with this Act, the rules of the Board, 

professional standards, and the securities laws relating to the 

preparation and issuance of audit reports and the obligations 

and liabilities of accountants with respect thereto, by registered 

public accounting firms and associated persons thereof; and 

(7) set the budget and manage the operations of the Board 

and the staff of the Board. 

(d) COMMISSION DETERMINATION.—The members of the Board 

shall take such action (including hiring of staff, proposal of rules, 

and adoption of initial and transitional auditing and other professional standards) as may be necessary or appropriate to enable the 

Commission to determine, not later than 270 days after the date of 

enactment of this Act, that the Board is so organized and has the 

capacity to carry out the requirements of this title, and to enforce 

compliance with this title by registered public accounting firms and 

associated persons thereof. The Commission shall be responsible, 

prior to the appointment of the Board, for the planning for the establishment and administrative transition to the Board’s operation. 

(e) BOARD MEMBERSHIP.—

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(1) COMPOSITION.—The Board shall have 5 members, appointed from among prominent individuals of integrity and reputation who have a demonstrated commitment to the interests 

of investors and the public, and an understanding of the responsibilities for and nature of the financial disclosures required of issuers under the securities laws and the obligations 

of accountants with respect to the preparation and issuance of 

audit reports with respect to such disclosures. 

(2) LIMITATION.—Two members, and only 2 members, of the 

Board shall be or have been certified public accountants pursuant to the laws of 1 or more States, provided that, if 1 of those 

2 members is the chairperson, he or she may not have been a 

practicing certified public accountant for at least 5 years prior 

to his or her appointment to the Board. 

(3) FULL-TIME INDEPENDENT SERVICE.—Each member of the 

Board shall serve on a full-time basis, and may not, concurrent 

with service on the Board, be employed by any other person or 

engage in any other professional or business activity. No member of the Board may share in any of the profits of, or receive 

payments from, a public accounting firm (or any other person, 

as determined by rule of the Commission), other than fixed continuing payments, subject to such conditions as the Commission 

may impose, under standard arrangements for the retirement of 

members of public accounting firms. 

(4) APPOINTMENT OF BOARD MEMBERS.— (A) INITIAL BOARD.—Not later than 90 days after the 

date of enactment of this Act, the Commission, after consultation with the Chairman of the Board of Governors of 

the Federal Reserve System and the Secretary of the Treasury, shall appoint the chairperson and other initial members of the Board, and shall designate a term of service for 

each. 

(B) VACANCIES.—A vacancy on the Board shall not affect the powers of the Board, but shall be filled in the same 

manner as provided for appointments under this section. 

(5) TERM OF SERVICE.— (A) IN GENERAL.—The term of service of each Board 

member shall be 5 years, and until a successor is appointed, except that— (i) the terms of office of the initial Board members 

(other than the chairperson) shall expire in annual increments, 1 on each of the first 4 anniversaries of the 

initial date of appointment; and 

(ii) any Board member appointed to fill a vacancy 

occurring before the expiration of the term for which 

the predecessor was appointed shall be appointed only 

for the remainder of that term. 

(B) TERM LIMITATION.—No person may serve as a 

member of the Board, or as chairperson of the Board, for 

more than 2 terms, whether or not such terms of service are 

consecutive. 

(6) REMOVAL FROM OFFICE.—A member of the Board may 

be removed by the Commission from office, in accordance with 

section 107(d)(3), for good cause shown before the expiration of 

the term of that member. 

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(f) POWERS OF THE BOARD.—In addition to any authority granted to the Board otherwise in this Act, the Board shall have the 

power, subject to section 107— (1) to sue and be sued, complain and defend, in its corporate name and through its own counsel, with the approval of 

the Commission, in any Federal, State, or other court; 

(2) to conduct its operations and maintain offices, and to 

exercise all other rights and powers authorized by this Act, in 

any State, without regard to any qualification, licensing, or 

other provision of law in effect in such State (or a political subdivision thereof); 

(3) to lease, purchase, accept gifts or donations of or otherwise acquire, improve, use, sell, exchange, or convey, all of or 

an interest in any property, wherever situated; 

(4) to appoint such employees, accountants, attorneys, and 

other agents as may be necessary or appropriate, and to determine their qualifications, define their duties, and fix their salaries or other compensation (at a level that is comparable to private sector self-regulatory, accounting, technical, supervisory, or 

other staff or management positions); 

(5) to allocate, assess, and collect accounting support fees 

established pursuant to section 109, for the Board, and other 

fees and charges imposed under this title; and 

(6) to enter into contracts, execute instruments, incur liabilities, and do any and all other acts and things necessary, appropriate, or incidental to the conduct of its operations and the 

exercise of its obligations, rights, and powers imposed or granted by this title. 

(g) RULES OF THE BOARD.—The rules of the Board shall, subject 

to the approval of the Commission— (1) provide for the operation and administration of the 

Board, the exercise of its authority, and the performance of its 

responsibilities under this Act; 

(2) permit, as the Board determines necessary or appropriate, delegation by the Board of any of its functions to an individual member or employee of the Board, or to a division of 

the Board, including functions with respect to hearing, determining, ordering, certifying, reporting, or otherwise acting as to 

any matter, except that—

(A) the Board shall retain a discretionary right to review any action pursuant to any such delegated function, 

upon its own motion; 

(B) a person shall be entitled to a review by the Board 

with respect to any matter so delegated, and the decision of 

the Board upon such review shall be deemed to be the action of the Board for all purposes (including appeal or review thereof); and 

(C) if the right to exercise a review described in subparagraph (A) is declined, or if no such review is sought 

within the time stated in the rules of the Board, then the 

action taken by the holder of such delegation shall for all 

purposes, including appeal or review thereof, be deemed to 

be the action of the Board; 

(3) establish ethics rules and standards of conduct for 

Board members and staff, including a bar on practice before the 

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Board (and the Commission, with respect to Board-related matters) of 1 year for former members of the Board, and appropriate periods (not to exceed 1 year) for former staff of the 

Board; and 

(4) provide as otherwise required by this Act. 

(h) ANNUAL REPORT TO THE COMMISSION.—The Board shall 

submit an annual report (including its audited financial statements) to the Commission, and the Commission shall transmit a 

copy of that report to the Committee on Banking, Housing, and 

Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representatives, not later than 30 days after the 

date of receipt of that report by the Commission. 

SEC. 102. REGISTRATION WITH THE BOARD. 

(a) MANDATORY REGISTRATION.—Beginning 180 days after the 

date of the determination of the Commission under section 101(d), 

it shall be unlawful for any person that is not a registered public 

accounting firm to prepare or issue, or to participate in the preparation or issuance of, any audit report with respect to any issuer. 

(b) APPLICATIONS FOR REGISTRATION.—

(1) FORM OF APPLICATION.—A public accounting firm shall 

use such form as the Board may prescribe, by rule, to apply for 

registration under this section. 

(2) CONTENTS OF APPLICATIONS.—Each public accounting 

firm shall submit, as part of its application for registration, in 

such detail as the Board shall specify—

(A) the names of all issuers for which the firm prepared or issued audit reports during the immediately preceding calendar year, and for which the firm expects to prepare or issue audit reports during the current calendar 

year; 

(B) the annual fees received by the firm from each such 

issuer for audit services, other accounting services, and 

non-audit services, respectively; 

(C) such other current financial information for the 

most recently completed fiscal year of the firm as the Board 

may reasonably request; 

(D) a statement of the quality control policies of the 

firm for its accounting and auditing practices; 

(E) a list of all accountants associated with the firm 

who participate in or contribute to the preparation of audit 

reports, stating the license or certification number of each 

such person, as well as the State license numbers of the 

firm itself; 

(F) information relating to criminal, civil, or administrative actions or disciplinary proceedings pending against 

the firm or any associated person of the firm in connection 

with any audit report; 

(G) copies of any periodic or annual disclosure filed by 

an issuer with the Commission during the immediately preceding calendar year which discloses accounting disagreements between such issuer and the firm in connection with 

an audit report furnished or prepared by the firm for such 

issuer; and 

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(H) such other information as the rules of the Board or 

the Commission shall specify as necessary or appropriate in 

the public interest or for the protection of investors. 

(3) CONSENTS.—Each application for registration under 

this subsection shall include— (A) a consent executed by the public accounting firm to 

cooperation in and compliance with any request for testimony or the production of documents made by the Board 

in the furtherance of its authority and responsibilities 

under this title (and an agreement to secure and enforce 

similar consents from each of the associated persons of the 

public accounting firm as a condition of their continued 

employment by or other association with such firm); and 

(B) a statement that such firm understands and agrees 

that cooperation and compliance, as described in the consent required by subparagraph (A), and the securing and 

enforcement of such consents from its associated persons, in 

accordance with the rules of the Board, shall be a condition 

to the continuing effectiveness of the registration of the firm 

with the Board. 

(c) ACTION ON APPLICATIONS.—

(1) TIMING.—The Board shall approve a completed application for registration not later than 45 days after the date of receipt of the application, in accordance with the rules of the 

Board, unless the Board, prior to such date, issues a written notice of disapproval to, or requests more information from, the 

prospective registrant. 

(2) TREATMENT.—A written notice of disapproval of a completed application under paragraph (1) for registration shall be 

treated as a disciplinary sanction for purposes of sections 

105(d) and 107(c). 

(d) PERIODIC REPORTS.—Each registered public accounting firm 

shall submit an annual report to the Board, and may be required 

to report more frequently, as necessary to update the information 

contained in its application for registration under this section, and 

to provide to the Board such additional information as the Board 

or the Commission may specify, in accordance with subsection 

(b)(2). 

(e) PUBLIC AVAILABILITY.—Registration applications and annual reports required by this subsection, or such portions of such 

applications or reports as may be designated under rules of the 

Board, shall be made available for public inspection, subject to 

rules of the Board or the Commission, and to applicable laws relating to the confidentiality of proprietary, personal, or other information contained in such applications or reports, provided that, in all 

events, the Board shall protect from public disclosure information 

reasonably identified by the subject accounting firm as proprietary 

information. 

(f) REGISTRATION AND ANNUAL FEES.—The Board shall assess 

and collect a registration fee and an annual fee from each registered 

public accounting firm, in amounts that are sufficient to recover the 

costs of processing and reviewing applications and annual reports. 

SEC. 103. AUDITING, QUALITY CONTROL, AND INDEPENDENCE STANDARDS AND RULES. 

(a) AUDITING, QUALITY CONTROL, AND ETHICS STANDARDS.—

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(1) IN GENERAL.—The Board shall, by rule, establish, including, to the extent it determines appropriate, through adoption of standards proposed by 1 or more professional groups of 

accountants designated pursuant to paragraph (3)(A) or advisory groups convened pursuant to paragraph (4), and amend or 

otherwise modify or alter, such auditing and related attestation 

standards, such quality control standards, and such ethics 

standards to be used by registered public accounting firms in 

the preparation and issuance of audit reports, as required by 

this Act or the rules of the Commission, or as may be necessary 

or appropriate in the public interest or for the protection of investors. 

(2) RULE REQUIREMENTS.—In carrying out paragraph (1), 

the Board—

(A) shall include in the auditing standards that it 

adopts, requirements that each registered public accounting 

firm shall—

(i) prepare, and maintain for a period of not less 

than 7 years, audit work papers, and other information 

related to any audit report, in sufficient detail to support the conclusions reached in such report; 

(ii) provide a concurring or second partner review 

and approval of such audit report (and other related 

information), and concurring approval in its issuance, 

by a qualified person (as prescribed by the Board) associated with the public accounting firm, other than the 

person in charge of the audit, or by an independent reviewer (as prescribed by the Board); and 

(iii) describe in each audit report the scope of the 

auditor’s testing of the internal control structure and 

procedures of the issuer, required by section 404(b), 

and present (in such report or in a separate report)—

(I) the findings of the auditor from such testing; 

(II) an evaluation of whether such internal 

control structure and procedures—

(aa) include maintenance of records that 

in reasonable detail accurately and fairly reflect the transactions and dispositions of the 

assets of the issuer; 

(bb) provide reasonable assurance that 

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting 

principles, and that receipts and expenditures 

of the issuer are being made only in accordance with authorizations of management and 

directors of the issuer; and 

(III) a description, at a minimum, of material 

weaknesses in such internal controls, and of any 

material noncompliance found on the basis of such 

testing. 

(B) shall include, in the quality control standards that 

it adopts with respect to the issuance of audit reports, reVerDate Jul 19 2002 16:35 Jul 25, 2002 Jkt 080361 PO 00000 Frm 00012 Fmt 6659 Sfmt 6603 E:\HR\OC\HR610.XXX pfrm15 PsN: HR610
13

quirements for every registered public accounting firm relating to—

(i) monitoring of professional ethics and independence from issuers on behalf of which the firm issues 

audit reports; 

(ii) consultation within such firm on accounting 

and auditing questions; 

(iii) supervision of audit work; 

(iv) hiring, professional development, and advancement of personnel; 

(v) the acceptance and continuation of engagements; 

(vi) internal inspection; and 

(vii) such other requirements as the Board may 

prescribe, subject to subsection (a)(1). 

(3) AUTHORITY TO ADOPT OTHER STANDARDS.— (A) IN GENERAL.—In carrying out this subsection, the 

Board—(i) may adopt as its rules, subject to the terms of 

section 107, any portion of any statement of auditing 

standards or other professional standards that the 

Board determines satisfy the requirements of paragraph (1), and that were proposed by 1 or more professional groups of accountants that shall be designated 

or recognized by the Board, by rule, for such purpose, 

pursuant to this paragraph or 1 or more advisory 

groups convened pursuant to paragraph (4); and 

(ii) notwithstanding clause (i), shall retain full authority to modify, supplement, revise, or subsequently 

amend, modify, or repeal, in whole or in part, any portion of any statement described in clause (i). 

(B) INITIAL AND TRANSITIONAL STANDARDS.—The Board 

shall adopt standards described in subparagraph (A)(i) as 

initial or transitional standards, to the extent the Board determines necessary, prior to a determination of the Commission under section 101(d), and such standards shall be separately approved by the Commission at the time of that determination, without regard to the procedures required by 

section 107 that otherwise would apply to the approval of 

rules of the Board. 

(4) ADVISORY GROUPS.—The Board shall convene, or authorize its staff to convene, such expert advisory groups as may 

be appropriate, which may include practicing accountants and 

other experts, as well as representatives of other interested 

groups, subject to such rules as the Board may prescribe to prevent conflicts of interest, to make recommendations concerning 

the content (including proposed drafts) of auditing, quality control, ethics, independence, or other standards required to be established under this section. 

(b) INDEPENDENCE STANDARDS AND RULES.—The Board shall 

establish such rules as may be necessary or appropriate in the public interest or for the protection of investors, to implement, or as authorized under, title II of this Act. 

(c) COOPERATION WITH DESIGNATED PROFESSIONAL GROUPS OF

ACCOUNTANTS AND ADVISORY GROUPS.—

14

(1) IN GENERAL.—The Board shall cooperate on an ongoing 

basis with professional groups of accountants designated under 

subsection (a)(3)(A) and advisory groups convened under subsection (a)(4) in the examination of the need for changes in any 

standards subject to its authority under subsection (a), recommend issues for inclusion on the agendas of such designated 

professional groups of accountants or advisory groups, and take 

such other steps as it deems appropriate to increase the effectiveness of the standard setting process. 

(2) BOARD RESPONSES.—The Board shall respond in a timely fashion to requests from designated professional groups of accountants and advisory groups referred to in paragraph (1) for 

any changes in standards over which the Board has authority. 

(d) EVALUATION OF STANDARD SETTING PROCESS.—The Board 

shall include in the annual report required by section 101(h) the results of its standard setting responsibilities during the period to 

which the report relates, including a discussion of the work of the 

Board with any designated professional groups of accountants and 

advisory groups described in paragraphs (3)(A) and (4) of subsection (a), and its pending issues agenda for future standard setting projects. 

SEC. 104. INSPECTIONS OF REGISTERED PUBLIC ACCOUNTING FIRMS. 

(a) IN GENERAL.—The Board shall conduct a continuing program of inspections to assess the degree of compliance of each registered public accounting firm and associated persons of that firm 

with this Act, the rules of the Board, the rules of the Commission, 

or professional standards, in connection with its performance of audits, issuance of audit reports, and related matters involving 

issuers. 

(b) INSPECTION FREQUENCY.— (1) IN GENERAL.—Subject to paragraph (2), inspections required by this section shall be conducted— (A) annually with respect to each registered public accounting firm that regularly provides audit reports for 

more than 100 issuers; and 

(B) not less frequently than once every 3 years with respect to each registered public accounting firm that regularly provides audit reports for 100 or fewer issuers. 

(2) ADJUSTMENTS TO SCHEDULES.—The Board may, by 

rule, adjust the inspection schedules set under paragraph (1) if 

the Board finds that different inspection schedules are consistent with the purposes of this Act, the public interest, and the 

protection of investors. The Board may conduct special inspections at the request of the Commission or upon its own motion. 

(c) PROCEDURES.—The Board shall, in each inspection under 

this section, and in accordance with its rules for such inspections—

(1) identify any act or practice or omission to act by the registered public accounting firm, or by any associated person 

thereof, revealed by such inspection that may be in violation of 

this Act, the rules of the Board, the rules of the Commission, 

the firm’s own quality control policies, or professional standards; 

(2) report any such act, practice, or omission, if appropriate, to the Commission and each appropriate State regulatory authority; and 

15

(3) begin a formal investigation or take disciplinary action, 

if appropriate, with respect to any such violation, in accordance 

with this Act and the rules of the Board. 

(d) CONDUCT OF INSPECTIONS.—In conducting an inspection of 

a registered public accounting firm under this section, the Board 

shall— (1) inspect and review selected audit and review engagements of the firm (which may include audit engagements that 

are the subject of ongoing litigation or other controversy between the firm and 1 or more third parties), performed at various offices and by various associated persons of the firm, as selected by the Board; 

(2) evaluate the sufficiency of the quality control system of 

the firm, and the manner of the documentation and communication of that system by the firm; and 

(3) perform such other testing of the audit, supervisory, and 

quality control procedures of the firm as are necessary or appropriate in light of the purpose of the inspection and the responsibilities of the Board. 

(e) RECORD RETENTION.—The rules of the Board may require 

the retention by registered public accounting firms for inspection 

purposes of records whose retention is not otherwise required by section 103 or the rules issued thereunder. 

(f) PROCEDURES FOR REVIEW.—The rules of the Board shall provide a procedure for the review of and response to a draft inspection 

report by the registered public accounting firm under inspection. 

The Board shall take such action with respect to such response as 

it considers appropriate (including revising the draft report or continuing or supplementing its inspection activities before issuing a 

final report), but the text of any such response, appropriately redacted to protect information reasonably identified by the accounting firm as confidential, shall be attached to and made part of the 

inspection report. 

(g) REPORT.—A written report of the findings of the Board for 

each inspection under this section, subject to subsection (h), shall 

be—

(1) transmitted, in appropriate detail, to the Commission 

and each appropriate State regulatory authority, accompanied 

by any letter or comments by the Board or the inspector, and 

any letter of response from the registered public accounting 

firm; and 

(2) made available in appropriate detail to the public (subject to section 105(b)(5)(A), and to the protection of such confidential and proprietary information as the Board may determine to be appropriate, or as may be required by law), except 

that no portions of the inspection report that deal with criticisms of or potential defects in the quality control systems of the 

firm under inspection shall be made public if those criticisms 

or defects are addressed by the firm, to the satisfaction of the 

Board, not later than 12 months after the date of the inspection 

report. 

(h) INTERIM COMMISSION REVIEW.— (1) REVIEWABLE MATTERS.—A registered public accounting 

firm may seek review by the Commission, pursuant to such 

rules as the Commission shall promulgate, if the firm—

16

(A) has provided the Board with a response, pursuant 

to rules issued by the Board under subsection (f), to the 

substance of particular items in a draft inspection report, 

and disagrees with the assessments contained in any final 

report prepared by the Board following such response; or 

(B) disagrees with the determination of the Board that 

criticisms or defects identified in an inspection report have 

not been addressed to the satisfaction of the Board within 

12 months of the date of the inspection report, for purposes 

of subsection (g)(2). 

(2) TREATMENT OF REVIEW.—Any decision of the Commission with respect to a review under paragraph (1) shall not be 

reviewable under section 25 of the Securities Exchange Act of 

1934 (15 U.S.C. 78y), or deemed to be ‘‘final agency action’’ for 

purposes of section 704 of title 5, United States Code. 

(3) TIMING.—Review under paragraph (1) may be sought 

during the 30-day period following the date of the event giving 

rise to the review under subparagraph (A) or (B) of paragraph 

(1). 

SEC. 105. INVESTIGATIONS AND DISCIPLINARY PROCEEDINGS. 

(a) IN GENERAL.—The Board shall establish, by rule, subject to 

the requirements of this section, fair procedures for the investigation 

and disciplining of registered public accounting firms and associated persons of such firms. 

(b) INVESTIGATIONS.— (1) AUTHORITY.—In accordance with the rules of the Board, 

the Board may conduct an investigation of any act or practice, 

or omission to act, by a registered public accounting firm, any 

associated person of such firm, or both, that may violate any 

provision of this Act, the rules of the Board, the provisions of 

the securities laws relating to the preparation and issuance of 

audit reports and the obligations and liabilities of accountants 

with respect thereto, including the rules of the Commission 

issued under this Act, or professional standards, regardless of 

how the act, practice, or omission is brought to the attention of 

the Board. 

(2) TESTIMONY AND DOCUMENT PRODUCTION.—In addition 

to such other actions as the Board determines to be necessary 

or appropriate, the rules of the Board may— (A) require the testimony of the firm or of any person 

associated with a registered public accounting firm, with 

respect to any matter that the Board considers relevant or 

material to an investigation; 

(B) require the production of audit work papers and 

any other document or information in the possession of a 

registered public accounting firm or any associated person 

thereof, wherever domiciled, that the Board considers relevant or material to the investigation, and may inspect the 

books and records of such firm or associated person to 

verify the accuracy of any documents or information supplied; 

(C) request the testimony of, and production of any document in the possession of, any other person, including any 

client of a registered public accounting firm that the Board 

considers relevant or material to an investigation under 

17

this section, with appropriate notice, subject to the needs of 

the investigation, as permitted under the rules of the 

Board; and 

(D) provide for procedures to seek issuance by the Commission, in a manner established by the Commission, of a 

subpoena to require the testimony of, and production of any 

document in the possession of, any person, including any 

client of a registered public accounting firm, that the Board 

considers relevant or material to an investigation under 

this section. 

(3) NONCOOPERATION WITH INVESTIGATIONS.— (A) IN GENERAL.—If a registered public accounting 

firm or any associated person thereof refuses to testify, 

produce documents, or otherwise cooperate with the Board 

in connection with an investigation under this section, the 

Board may—(i) suspend or bar such person from being associated with a registered public accounting firm, or require the registered public accounting firm to end such 

association; 

(ii) suspend or revoke the registration of the public 

accounting firm; and 

(iii) invoke such other lesser sanctions as the 

Board considers appropriate, and as specified by rule 

of the Board. 

(B) PROCEDURE.—Any action taken by the Board under 

this paragraph shall be subject to the terms of section 

107(c).

(4) COORDINATION AND REFERRAL OF INVESTIGATIONS.— (A) COORDINATION.—The Board shall notify the Commission of any pending Board investigation involving a potential violation of the securities laws, and thereafter coordinate its work with the work of the Commission’s Division of Enforcement, as necessary to protect an ongoing 

Commission investigation. 

(B) REFERRAL.—The Board may refer an investigation 

under this section— (i) to the Commission; 

(ii) to any other Federal functional regulator (as 

defined in section 509 of the Gramm-Leach-Bliley Act 

(15 U.S.C. 6809)), in the case of an investigation that 

concerns an audit report for an institution that is subject to the jurisdiction of such regulator; and 

(iii) at the direction of the Commission, to— (I) the Attorney General of the United States; 

(II) the attorney general of 1 or more States; 

and 

(III) the appropriate State regulatory authority. 

(5) USE OF DOCUMENTS.— (A) CONFIDENTIALITY.—Except as provided in subparagraph (B), all documents and information prepared or received by or specifically for the Board, and deliberations of 

the Board and its employees and agents, in connection with 

an inspection under section 104 or with an investigation 

18

under this section, shall be confidential and privileged as 

an evidentiary matter (and shall not be subject to civil discovery or other legal process) in any proceeding in any Federal or State court or administrative agency, and shall be 

exempt from disclosure, in the hands of an agency or establishment of the Federal Government, under the Freedom of 

Information Act (5 U.S.C. 552a), or otherwise, unless and 

until presented in connection with a public proceeding or 

released in accordance with subsection (c).

(B) AVAILABILITY TO GOVERNMENT AGENCIES.—Without 

the loss of its status as confidential and privileged in the 

hands of the Board, all information referred to in subparagraph (A) may— (i) be made available to the Commission; and 

(ii) in the discretion of the Board, when determined by the Board to be necessary to accomplish the 

purposes of this Act or to protect investors, be made 

available to— (I) the Attorney General of the United States; 

(II) the appropriate Federal functional regulator (as defined in section 509 of the GrammLeach-Bliley Act (15 U.S.C. 6809)), other than the 

Commission, with respect to an audit report for an 

institution subject to the jurisdiction of such regulator; 

(III) State attorneys general in connection with 

any criminal investigation; and 

(IV) any appropriate State regulatory authority, 

each of which shall maintain such information as confidential and privileged. 

(6) IMMUNITY.—Any employee of the Board engaged in carrying out an investigation under this Act shall be immune from 

any civil liability arising out of such investigation in the same 

manner and to the same extent as an employee of the Federal 

Government in similar circumstances. 

(c) DISCIPLINARY PROCEDURES.— (1) NOTIFICATION; RECORDKEEPING.—The rules of the Board 

shall provide that in any proceeding by the Board to determine 

whether a registered public accounting firm, or an associated 

person thereof, should be disciplined, the Board shall— (A) bring specific charges with respect to the firm or associated person; 

(B) notify such firm or associated person of, and provide to the firm or associated person an opportunity to defend against, such charges; and 

(C) keep a record of the proceedings. 

(2) PUBLIC HEARINGS.—Hearings under this section shall 

not be public, unless otherwise ordered by the Board for good 

cause shown, with the consent of the parties to such hearing. 

(3) SUPPORTING STATEMENT.—A determination by the 

Board to impose a sanction under this subsection shall be supported by a statement setting forth—

(A) each act or practice in which the registered public 

accounting firm, or associated person, has engaged (or 

19

omitted to engage), or that forms a basis for all or a part 

of such sanction; 

(B) the specific provision of this Act, the securities 

laws, the rules of the Board, or professional standards 

which the Board determines has been violated; and 

(C) the sanction imposed, including a justification for 

that sanction. 

(4) SANCTIONS.—If the Board finds, based on all of the 

facts and circumstances, that a registered public accounting 

firm or associated person thereof has engaged in any act or 

practice, or omitted to act, in violation of this Act, the rules of 

the Board, the provisions of the securities laws relating to the 

preparation and issuance of audit reports and the obligations 

and liabilities of accountants with respect thereto, including the 

rules of the Commission issued under this Act, or professional 

standards, the Board may impose such disciplinary or remedial 

sanctions as it determines appropriate, subject to applicable 

limitations under paragraph (5), including— (A) temporary suspension or permanent revocation of 

registration under this title; 

(B) temporary or permanent suspension or bar of a person from further association with any registered public accounting firm; 

(C) temporary or permanent limitation on the activities, functions, or operations of such firm or person (other 

than in connection with required additional professional 

education or training); 

(D) a civil money penalty for each such violation, in an 

amount equal to— (i) not more than $100,000 for a natural person or $2,000,000 for any other person; and 

(ii) in any case to which paragraph (5) applies, not more than $750,000 for a natural person or 

$15,000,000 for any other person; 

(E) censure; 

(F) required additional professional education or training; or 

(G) any other appropriate sanction provided for in the 

rules of the Board. 

(5) INTENTIONAL OR OTHER KNOWING CONDUCT.—The sanctions and penalties described in subparagraphs (A) through (C) 

and (D)(ii) of paragraph (4) shall only apply to—

(A) intentional or knowing conduct, including reckless 

conduct, that results in violation of the applicable statutory, regulatory, or professional standard; or 

(B) repeated instances of negligent conduct, each resulting in a violation of the applicable statutory, regulatory, or 

professional standard. 

(6) FAILURE TO SUPERVISE.— (A) IN GENERAL.—The Board may impose sanctions 

under this section on a registered accounting firm or upon 

the supervisory personnel of such firm, if the Board finds 

that— (i) the firm has failed reasonably to supervise an 

associated person, either as required by the rules of the 

20

Board relating to auditing or quality control standards, or otherwise, with a view to preventing violations 

of this Act, the rules of the Board, the provisions of the 

securities laws relating to the preparation and issuance 

of audit reports and the obligations and liabilities of 

accountants with respect thereto, including the rules of 

the Commission under this Act, or professional standards; and 

(ii) such associated person commits a violation of 

this Act, or any of such rules, laws, or standards. 

(B) RULE OF CONSTRUCTION.—No associated person of 

a registered public accounting firm shall be deemed to have 

failed reasonably to supervise any other person for purposes 

of subparagraph (A), if— (i) there have been established in and for that firm 

procedures, and a system for applying such procedures, 

that comply with applicable rules of the Board and 

that would reasonably be expected to prevent and detect any such violation by such associated person; and 

(ii) such person has reasonably discharged the duties and obligations incumbent upon that person by 

reason of such procedures and system, and had no reasonable cause to believe that such procedures and system were not being complied with. 

(7) EFFECT OF SUSPENSION.— (A) ASSOCIATION WITH A PUBLIC ACCOUNTING FIRM.—It 

shall be unlawful for any person that is suspended or 

barred from being associated with a registered public accounting firm under this subsection willfully to become or 

remain associated with any registered public accounting 

firm, or for any registered public accounting firm that 

knew, or, in the exercise of reasonable care should have 

known, of the suspension or bar, to permit such an association, without the consent of the Board or the Commission. 

(B) ASSOCIATION WITH AN ISSUER.—It shall be unlawful for any person that is suspended or barred from being 

associated with an issuer under this subsection willfully to 

become or remain associated with any issuer in an accountancy or a financial management capacity, and for any 

issuer that knew, or in the exercise of reasonable care 

should have known, of such suspension or bar, to permit 

such an association, without the consent of the Board or the 

Commission. 

(d) REPORTING OF SANCTIONS.—

(1) RECIPIENTS.—If the Board imposes a disciplinary sanction, in accordance with this section, the Board shall report the 

sanction to—

(A) the Commission; 

(B) any appropriate State regulatory authority or any 

foreign accountancy licensing board with which such firm 

or person is licensed or certified; and 

(C) the public (once any stay on the imposition of such 

sanction has been lifted). 

(2) CONTENTS.—The information reported under paragraph 

(1) shall include—

21

(A) the name of the sanctioned person; 

(B) a description of the sanction and the basis for its 

imposition; and 

(C) such other information as the Board deems appropriate. 

(e) STAY OF SANCTIONS.— (1) IN GENERAL.—Application to the Commission for review, 

or the institution by the Commission of review, of any disciplinary action of the Board shall operate as a stay of any such disciplinary action, unless and until the Commission orders (summarily or after notice and opportunity for hearing on the question of a stay, which hearing may consist solely of the submission of affidavits or presentation of oral arguments) that no 

such stay shall continue to operate. 

(2) EXPEDITED PROCEDURES.—The Commission shall establish for appropriate cases an expedited procedure for consideration and determination of the question of the duration of a 

stay pending review of any disciplinary action of the Board 

under this subsection. 

SEC. 106. FOREIGN PUBLIC ACCOUNTING FIRMS. 

(a) APPLICABILITY TO CERTAIN FOREIGN FIRMS.— (1) IN GENERAL.—Any foreign public accounting firm that 

prepares or furnishes an audit report with respect to any issuer, 

shall be subject to this Act and the rules of the Board and the 

Commission issued under this Act, in the same manner and to 

the same extent as a public accounting firm that is organized 

and operates under the laws of the United States or any State, 

except that registration pursuant to section 102 shall not by 

itself provide a basis for subjecting such a foreign public accounting firm to the jurisdiction of the Federal or State courts, 

other than with respect to controversies between such firms and 

the Board. 

(2) BOARD AUTHORITY.—The Board may, by rule, determine 

that a foreign public accounting firm (or a class of such firms) 

that does not issue audit reports nonetheless plays such a substantial role in the preparation and furnishing of such reports 

for particular issuers, that it is necessary or appropriate, in 

light of the purposes of this Act and in the public interest or 

for the protection of investors, that such firm (or class of firms) 

should be treated as a public accounting firm (or firms) for purposes of registration under, and oversight by the Board in accordance with, this title. 

(b) PRODUCTION OF AUDIT WORKPAPERS.—

(1) CONSENT BY FOREIGN FIRMS.—If a foreign public accounting firm issues an opinion or otherwise performs material 

services upon which a registered public accounting firm relies 

in issuing all or part of any audit report or any opinion contained in an audit report, that foreign public accounting firm 

shall be deemed to have consented—

(A) to produce its audit workpapers for the Board or 

the Commission in connection with any investigation by either body with respect to that audit report; and 

(B) to be subject to the jurisdiction of the courts of the 

United States for purposes of enforcement of any request for 

production of such workpapers. 

22

(2) CONSENT BY DOMESTIC FIRMS.—A registered public accounting firm that relies upon the opinion of a foreign public 

accounting firm, as described in paragraph (1), shall be 

deemed—

(A) to have consented to supplying the audit 

workpapers of that foreign public accounting firm in response to a request for production by the Board or the Commission; and 

(B) to have secured the agreement of that foreign public 

accounting firm to such production, as a condition of its reliance on the opinion of that foreign public accounting firm. 

(c) EXEMPTION AUTHORITY.—The Commission, and the Board, 

subject to the approval of the Commission, may, by rule, regulation, 

or order, and as the Commission (or Board) determines necessary 

or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions 

exempt any foreign public accounting firm, or any class of such 

firms, from any provision of this Act or the rules of the Board or 

the Commission issued under this Act. 

(d) DEFINITION.—In this section, the term ‘‘foreign public accounting firm’’ means a public accounting firm that is organized 

and operates under the laws of a foreign government or political 

subdivision thereof. 

SEC. 107. COMMISSION OVERSIGHT OF THE BOARD. 

(a) GENERAL OVERSIGHT RESPONSIBILITY.—The Commission 

shall have oversight and enforcement authority over the Board, as 

provided in this Act. The provisions of section 17(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(a)(1)), and of section 

17(b)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(b)(1)) 

shall apply to the Board as fully as if the Board were a ‘‘registered 

securities association’’ for purposes of those sections 17(a)(1) and 

17(b)(1). 

(b) RULES OF THE BOARD.— (1) DEFINITION.—In this section, the term ‘‘proposed rule’’ means any proposed rule of the Board, and any modification of 

any such rule. 

(2) PRIOR APPROVAL REQUIRED.—No rule of the Board shall 

become effective without prior approval of the Commission in 

accordance with this section, other than as provided in section 

103(a)(3)(B) with respect to initial or transitional standards. 

(3) APPROVAL CRITERIA.—The Commission shall approve a 

proposed rule, if it finds that the rule is consistent with the requirements of this Act and the securities laws, or is necessary 

or appropriate in the public interest or for the protection of investors. 

(4) PROPOSED RULE PROCEDURES.—The provisions of paragraphs (1) through (3) of section 19(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(b)) shall govern the proposed 

rules of the Board, as fully as if the Board were a ‘‘registered 

securities association’’ for purposes of that section 19(b), except 

that, for purposes of this paragraph—

(A) the phrase ‘‘consistent with the requirements of this 

title and the rules and regulations thereunder applicable to 

such organization’’ in section 19(b)(2) of that Act shall be 

deemed to read ‘‘consistent with the requirements of title I 

23

of the Sarbanes-Oxley Act of 2002, and the rules and regulations issued thereunder applicable to such organization, 

or as necessary or appropriate in the public interest or for 

the protection of investors’’; and 

(B) the phrase ‘‘otherwise in furtherance of the purposes of this title’’ in section 19(b)(3)(C) of that Act shall be 

deemed to read ‘‘otherwise in furtherance of the purposes of 

title I of the Sarbanes-Oxley Act of 2002’’. (5) COMMISSION AUTHORITY TO AMEND RULES OF THE

BOARD.—The provisions of section 19(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(c)) shall govern the abrogation, deletion, or addition to portions of the rules of the Board 

by the Commission as fully as if the Board were a ‘‘registered 

securities association’’ for purposes of that section 19(c), except 

that the phrase ‘‘to conform its rules to the requirements of this 

title and the rules and regulations thereunder applicable to 

such organization, or otherwise in furtherance of the purposes 

of this title’’ in section 19(c) of that Act shall, for purposes of 

this paragraph, be deemed to read ‘‘to assure the fair administration of the Public Company Accounting Oversight Board, 

conform the rules promulgated by that Board to the requirements of title I of the Sarbanes-Oxley Act of 2002, or otherwise 

further the purposes of that Act, the securities laws, and the 

rules and regulations thereunder applicable to that Board’’. (c) COMMISSION REVIEW OF DISCIPLINARY ACTION TAKEN BY

THE BOARD.— (1) NOTICE OF SANCTION.—The Board shall promptly file 

notice with the Commission of any final sanction on any registered public accounting firm or on any associated person 

thereof, in such form and containing such information as the 

Commission, by rule, may prescribe. 

(2) REVIEW OF SANCTIONS.—The provisions of sections 

19(d)(2) and 19(e)(1) of the Securities Exchange Act of 1934 (15 

U.S.C. 78s (d)(2) and (e)(1)) shall govern the review by the 

Commission of final disciplinary sanctions imposed by the 

Board (including sanctions imposed under section 105(b)(3) of 

this Act for noncooperation in an investigation of the Board), as 

fully as if the Board were a self-regulatory organization and the 

Commission were the appropriate regulatory agency for such organization for purposes of those sections 19(d)(2) and 19(e)(1), 

except that, for purposes of this paragraph— (A) section 105(e) of this Act (rather than that section 

19(d)(2)) shall govern the extent to which application for, or 

institution by the Commission on its own motion of, review 

of any disciplinary action of the Board operates as a stay 

of such action; 

(B) references in that section 19(e)(1) to ‘‘members’’ of 

such an organization shall be deemed to be references to 

registered public accounting firms; 

(C) the phrase ‘‘consistent with the purposes of this 

title’’ in that section 19(e)(1) shall be deemed to read ‘‘consistent with the purposes of this title and title I of the Sarbanes-Oxley Act of 2002’’; 

(D) references to rules of the Municipal Securities Rulemaking Board in that section 19(e)(1) shall not apply; and 

24

(E) the reference to section 19(e)(2) of the Securities Exchange Act of 1934 shall refer instead to section 107(c)(3) 

of this Act. 

(3) COMMISSION MODIFICATION AUTHORITY.—The Commission may enhance, modify, cancel, reduce, or require the remission of a sanction imposed by the Board upon a registered public accounting firm or associated person thereof, if the Commission, having due regard for the public interest and the protection of investors, finds, after a proceeding in accordance with 

this subsection, that the sanction—

(A) is not necessary or appropriate in furtherance of 

this Act or the securities laws; or 

(B) is excessive, oppressive, inadequate, or otherwise 

not appropriate to the finding or the basis on which the 

sanction was imposed. 

(d) CENSURE OF THE BOARD; OTHER SANCTIONS.—

(1) RESCISSION OF BOARD AUTHORITY.—The Commission, 

by rule, consistent with the public interest, the protection of investors, and the other purposes of this Act and the securities 

laws, may relieve the Board of any responsibility to enforce 

compliance with any provision of this Act, the securities laws, 

the rules of the Board, or professional standards. 

(2) CENSURE OF THE BOARD; LIMITATIONS.—The Commission may, by order, as it determines necessary or appropriate in 

the public interest, for the protection of investors, or otherwise 

in furtherance of the purposes of this Act or the securities laws, 

censure or impose limitations upon the activities, functions, and 

operations of the Board, if the Commission finds, on the record, 

after notice and opportunity for a hearing, that the Board—

(A) has violated or is unable to comply with any provision of this Act, the rules of the Board, or the securities 

laws; or 

(B) without reasonable justification or excuse, has 

failed to enforce compliance with any such provision or 

rule, or any professional standard by a registered public accounting firm or an associated person thereof. 

(3) CENSURE OF BOARD MEMBERS; REMOVAL FROM OFFICE.—

The Commission may, as necessary or appropriate in the public 

interest, for the protection of investors, or otherwise in furtherance of the purposes of this Act or the securities laws, remove 

from office or censure any member of the Board, if the Commission finds, on the record, after notice and opportunity for a 

hearing, that such member—

(A) has willfully violated any provision of this Act, the 

rules of the Board, or the securities laws; 

(B) has willfully abused the authority of that member; 

or 

(C) without reasonable justification or excuse, has 

failed to enforce compliance with any such provision or 

rule, or any professional standard by any registered public 

accounting firm or any associated person thereof. 

SEC. 108. ACCOUNTING STANDARDS. 

(a) AMENDMENT TO SECURITIES ACT OF 1933.—Section 19 of the 

Securities Act of 1933 (15 U.S.C. 77s) is amended—

25

(1) by redesignating subsections (b) and (c) as subsections 

(c) and (d), respectively; and 

(2) by inserting after subsection (a) the following: 

‘‘(b) RECOGNITION OF ACCOUNTING STANDARDS.—

‘‘(1) IN GENERAL.—In carrying out its authority under subsection (a) and under section 13(b) of the Securities Exchange 

Act of 1934, the Commission may recognize, as ‘generally accepted’ for purposes of the securities laws, any accounting principles established by a standard setting body—

‘‘(A) that—

‘‘(i) is organized as a private entity; 

‘‘(ii) has, for administrative and operational purposes, a board of trustees (or equivalent body) serving 

in the public interest, the majority of whom are not, 

concurrent with their service on such board, and have 

not been during the 2-year period preceding such service, associated persons of any registered public accounting firm; 

‘‘(iii) is funded as provided in section 109 of the 

Sarbanes-Oxley Act of 2002; 

‘‘(iv) has adopted procedures to ensure prompt consideration, by majority vote of its members, of changes 

to accounting principles necessary to reflect emerging 

accounting issues and changing business practices; and 

‘‘(v) considers, in adopting accounting principles, 

the need to keep standards current in order to reflect 

changes in the business environment, the extent to 

which international convergence on high quality accounting standards is necessary or appropriate in the 

public interest and for the protection of investors; and 

‘‘(B) that the Commission determines has the capacity 

to assist the Commission in fulfilling the requirements of 

subsection (a) and section 13(b) of the Securities Exchange 

Act of 1934, because, at a minimum, the standard setting 

body is capable of improving the accuracy and effectiveness 

of financial reporting and the protection of investors under 

the securities laws. 

‘‘(2) ANNUAL REPORT.—A standard setting body described 

in paragraph (1) shall submit an annual report to the Commission and the public, containing audited financial statements of 

that standard setting body.’’. 

(b) COMMISSION AUTHORITY.—The Commission shall promulgate such rules and regulations to carry out section 19(b) of the Securities Act of 1933, as added by this section, as it deems necessary 

or appropriate in the public interest or for the protection of investors. 

(c) NO EFFECT ON COMMISSION POWERS.—Nothing in this Act, 

including this section and the amendment made by this section, 

shall be construed to impair or limit the authority of the Commission to establish accounting principles or standards for purposes of 

enforcement of the securities laws. 

(d) STUDY AND REPORT ON ADOPTING PRINCIPLES-BASED ACCOUNTING.—

(1) STUDY.—

26

(A) IN GENERAL.—The Commission shall conduct a 

study on the adoption by the United States financial reporting system of a principles-based accounting system. 

(B) STUDY TOPICS.—The study required by subparagraph (A) shall include an examination of— (i) the extent to which principles-based accounting 

and financial reporting exists in the United States; 

(ii) the length of time required for change from a 

rules-based to a principles-based financial reporting 

system; 

(iii) the feasibility of and proposed methods by 

which a principles-based system may be implemented; 

and 

(iv) a thorough economic analysis of the implementation of a principles-based system. 

(2) REPORT.—Not later than 1 year after the date of enactment of this Act, the Commission shall submit a report on the 

results of the study required by paragraph (1) to the Committee 

on Banking, Housing, and Urban Affairs of the Senate and the 

Committee on Financial Services of the House of Representatives. 

SEC. 109. FUNDING. 

(a) IN GENERAL.—The Board, and the standard setting body 

designated pursuant to section 19(b) of the Securities Act of 1933, 

as amended by section 108, shall be funded as provided in this section. 

(b) ANNUAL BUDGETS.—The Board and the standard setting 

body referred to in subsection (a) shall each establish a budget for 

each fiscal year, which shall be reviewed and approved according 

to their respective internal procedures not less than 1 month prior 

to the commencement of the fiscal year to which the budget pertains 

(or at the beginning of the Board’s first fiscal year, which may be 

a short fiscal year). The budget of the Board shall be subject to approval by the Commission. The budget for the first fiscal year of the 

Board shall be prepared and approved promptly following the appointment of the initial five Board members, to permit action by the 

Board of the organizational tasks contemplated by section 101(d). 

(c) SOURCES AND USES OF FUNDS.— (1) RECOVERABLE BUDGET EXPENSES.—The budget of the 

Board (reduced by any registration or annual fees received 

under section 102(e) for the year preceding the year for which 

the budget is being computed), and all of the budget of the 

standard setting body referred to in subsection (a), for each fiscal year of each of those 2 entities, shall be payable from annual accounting support fees, in accordance with subsections (d) 

and (e). Accounting support fees and other receipts of the Board 

and of such standard-setting body shall not be considered public monies of the United States. 

(2) FUNDS GENERATED FROM THE COLLECTION OF MONETARY PENALTIES.—Subject to the availability in advance in an 

appropriations Act, and notwithstanding subsection (i), all 

funds collected by the Board as a result of the assessment of 

monetary penalties shall be used to fund a merit scholarship 

program for undergraduate and graduate students enrolled in 

accredited accounting degree programs, which program is to be 

27

administered by the Board or by an entity or agent identified 

by the Board. 

(d) ANNUAL ACCOUNTING SUPPORT FEE FOR THE BOARD.—

(1) ESTABLISHMENT OF FEE.—The Board shall establish, 

with the approval of the Commission, a reasonable annual accounting support fee (or a formula for the computation thereof), 

as may be necessary or appropriate to establish and maintain 

the Board. Such fee may also cover costs incurred in the 

Board’s first fiscal year (which may be a short fiscal year), or 

may be levied separately with respect to such short fiscal year. 

(2) ASSESSMENTS.—The rules of the Board under paragraph (1) shall provide for the equitable allocation, assessment, 

and collection by the Board (or an agent appointed by the 

Board) of the fee established under paragraph (1), among 

issuers, in accordance with subsection (g), allowing for differentiation among classes of issuers, as appropriate. 

(e) ANNUAL ACCOUNTING SUPPORT FEE FOR STANDARD SETTING

BODY.—The annual accounting support fee for the standard setting 

body referred to in subsection (a)—

(1) shall be allocated in accordance with subsection (g), and 

assessed and collected against each issuer, on behalf of the 

standard setting body, by 1 or more appropriate designated collection agents, as may be necessary or appropriate to pay for the 

budget and provide for the expenses of that standard setting 

body, and to provide for an independent, stable source of funding for such body, subject to review by the Commission; and 

(2) may differentiate among different classes of issuers. 

(f) LIMITATION ON FEE.—The amount of fees collected under 

this section for a fiscal year on behalf of the Board or the standards 

setting body, as the case may be, shall not exceed the recoverable 

budget expenses of the Board or body, respectively (which may include operating, capital, and accrued items), referred to in subsection (c)(1). 

(g) ALLOCATION OF ACCOUNTING SUPPORT FEES AMONG

ISSUERS.—Any amount due from issuers (or a particular class of 

issuers) under this section to fund the budget of the Board or the 

standard setting body referred to in subsection (a) shall be allocated 

among and payable by each issuer (or each issuer in a particular 

class, as applicable) in an amount equal to the total of such 

amount, multiplied by a fraction—

(1) the numerator of which is the average monthly equity 

market capitalization of the issuer for the 12-month period immediately preceding the beginning of the fiscal year to which 

such budget relates; and 

(2) the denominator of which is the average monthly equity 

market capitalization of all such issuers for such 12-month period. 

(h) CONFORMING AMENDMENTS.—Section 13(b)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(b)(2)) is amended—

(1) in subparagraph (A), by striking ‘‘and’’ at the end; and 

(2) in subparagraph (B), by striking the period at the end 

and inserting the following: ‘‘; and 

‘‘(C) notwithstanding any other provision of law, pay the allocable share of such issuer of a reasonable annual accounting 

28

support fee or fees, determined in accordance with section 109 

of the Sarbanes-Oxley Act of 2002.’’. 

(i) RULE OF CONSTRUCTION.—Nothing in this section shall be 

construed to render either the Board, the standard setting body referred to in subsection (a), or both, subject to procedures in Congress 

to authorize or appropriate public funds, or to prevent such organization from utilizing additional sources of revenue for its activities, 

such as earnings from publication sales, provided that each additional source of revenue shall not jeopardize, in the judgment of the 

Commission, the actual and perceived independence of such organization.

(j) START-UP EXPENSES OF THE BOARD.—From the unexpended 

balances of the appropriations to the Commission for fiscal year 

2003, the Secretary of the Treasury is authorized to advance to the 

Board not to exceed the amount necessary to cover the expenses of 

the Board during its first fiscal year (which may be a short fiscal 

year). 

TITLE II—AUDITOR INDEPENDENCE 

SEC. 201. SERVICES OUTSIDE THE SCOPE OF PRACTICE OF AUDITORS. 

(a) PROHIBITED ACTIVITIES.—Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1) is amended by adding at the 

end the following: 

‘‘(g) PROHIBITED ACTIVITIES.—Except as provided in subsection 

(h), it shall be unlawful for a registered public accounting firm (and 

any associated person of that firm, to the extent determined appropriate by the Commission) that performs for any issuer any audit 

required by this title or the rules of the Commission under this title 

or, beginning 180 days after the date of commencement of the operations of the Public Company Accounting Oversight Board established under section 101 of the Sarbanes-Oxley Act of 2002 (in this 

section referred to as the ‘Board’), the rules of the Board, to provide 

to that issuer, contemporaneously with the audit, any non-audit 

service, including— ‘‘(1) bookkeeping or other services related to the accounting 

records or financial statements of the audit client; ‘‘(2) financial information systems design and implementation; 

‘‘(3) appraisal or valuation services, fairness opinions, or 

contribution-in-kind reports; ‘‘(4) actuarial services; 

‘‘(5) internal audit outsourcing services; 

‘‘(6) management functions or human resources; 

‘‘(7) broker or dealer, investment adviser, or investment 

banking services; 

‘‘(8) legal services and expert services unrelated to the 

audit; and 

‘‘(9) any other service that the Board determines, by regulation, is impermissible. 

‘‘(h) PREAPPROVAL REQUIRED FOR NON-AUDIT SERVICES.—A 

registered public accounting firm may engage in any non-audit service, including tax services, that is not described in any of paragraphs (1) through (9) of subsection (g) for an audit client, only if 

29

the activity is approved in advance by the audit committee of the 

issuer, in accordance with subsection (i).’’. (b) EXEMPTION AUTHORITY.—The Board may, on a case by case 

basis, exempt any person, issuer, public accounting firm, or transaction from the prohibition on the provision of services under section 10A(g) of the Securities Exchange Act of 1934 (as added by this 

section), to the extent that such exemption is necessary or appropriate in the public interest and is consistent with the protection of 

investors, and subject to review by the Commission in the same 

manner as for rules of the Board under section 107. 

SEC. 202. PREAPPROVAL REQUIREMENTS. 

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 

78j–1), as amended by this Act, is amended by adding at the end 

the following: ‘‘(i) PREAPPROVAL REQUIREMENTS.— ‘‘(1) IN GENERAL.— ‘‘(A) AUDIT COMMITTEE ACTION.—All auditing services 

(which may entail providing comfort letters in connection 

with securities underwritings or statutory audits required 

for insurance companies for purposes of State law) and 

non-audit services, other than as provided in subparagraph 

(B), provided to an issuer by the auditor of the issuer shall 

be preapproved by the audit committee of the issuer. ‘‘(B) DE MINIMUS EXCEPTION.—The preapproval requirement under subparagraph (A) is waived with respect 

to the provision of non-audit services for an issuer, if— ‘‘(i) the aggregate amount of all such non-audit 

services provided to the issuer constitutes not more 

than 5 percent of the total amount of revenues paid by 

the issuer to its auditor during the fiscal year in which 

the nonaudit services are provided; ‘‘(ii) such services were not recognized by the issuer 

at the time of the engagement to be non-audit services; 

and ‘‘(iii) such services are promptly brought to the attention of the audit committee of the issuer and approved prior to the completion of the audit by the audit 

committee or by 1 or more members of the audit committee who are members of the board of directors to 

whom authority to grant such approvals has been delegated by the audit committee. 

‘‘(2) DISCLOSURE TO INVESTORS.—Approval by an audit 

committee of an issuer under this subsection of a non-audit 

service to be performed by the auditor of the issuer shall be disclosed to investors in periodic reports required by section 13(a). 

‘‘(3) DELEGATION AUTHORITY.—The audit committee of an 

issuer may delegate to 1 or more designated members of the 

audit committee who are independent directors of the board of 

directors, the authority to grant preapprovals required by this 

subsection. The decisions of any member to whom authority is 

delegated under this paragraph to preapprove an activity under 

this subsection shall be presented to the full audit committee at 

each of its scheduled meetings. 

‘‘(4) APPROVAL OF AUDIT SERVICES FOR OTHER PURPOSES.—

In carrying out its duties under subsection (m)(2), if the audit 

30

committee of an issuer approves an audit service within the 

scope of the engagement of the auditor, such audit service shall 

be deemed to have been preapproved for purposes of this subsection.’’. 

SEC. 203. AUDIT PARTNER ROTATION. 

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 

78j–1), as amended by this Act, is amended by adding at the end 

the following: 

‘‘(j) AUDIT PARTNER ROTATION.—It shall be unlawful for a registered public accounting firm to provide audit services to an issuer 

if the lead (or coordinating) audit partner (having primary responsibility for the audit), or the audit partner responsible for reviewing 

the audit, has performed audit services for that issuer in each of the 

5 previous fiscal years of that issuer.’’. 

SEC. 204. AUDITOR REPORTS TO AUDIT COMMITTEES. 

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 

78j–1), as amended by this Act, is amended by adding at the end 

the following: 

‘‘(k) REPORTS TO AUDIT COMMITTEES.—Each registered public 

accounting firm that performs for any issuer any audit required by 

this title shall timely report to the audit committee of the issuer—

‘‘(1) all critical accounting policies and practices to be used; 

‘‘(2) all alternative treatments of financial information 

within generally accepted accounting principles that have been 

discussed with management officials of the issuer, ramifications 

of the use of such alternative disclosures and treatments, and 

the treatment preferred by the registered public accounting firm; 

and 

‘‘(3) other material written communications between the 

registered public accounting firm and the management of the 

issuer, such as any management letter or schedule of 

unadjusted differences.’’. 

SEC. 205. CONFORMING AMENDMENTS. 

(a) DEFINITIONS.—Section 3(a) of the Securities Exchange Act of 

1934 (15 U.S.C. 78c(a)) is amended by adding at the end the following: 

‘‘(58) AUDIT COMMITTEE.—The term ‘audit committee’

means—

‘‘(A) a committee (or equivalent body) established by 

and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting 

processes of the issuer and audits of the financial statements of the issuer; and 

‘‘(B) if no such committee exists with respect to an 

issuer, the entire board of directors of the issuer. 

‘‘(59) REGISTERED PUBLIC ACCOUNTING FIRM.—The term 

‘registered public accounting firm’ has the same meaning as in 

section 2 of the Sarbanes-Oxley Act of 2002.’’. 

(b) AUDITOR REQUIREMENTS.—Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1) is amended—

(1) by striking ‘‘an independent public accountant’’ each 

place that term appears and inserting ‘‘a registered public accounting firm’’; 

31

(2) by striking ‘‘the independent public accountant’’ each 

place that term appears and inserting ‘‘the registered public accounting firm’’; 

(3) in subsection (c), by striking ‘‘No independent public accountant’’ and inserting ‘‘No registered public accounting firm’’; 

and 

(4) in subsection (b)—

(A) by striking ‘‘the accountant’’ each place that term 

appears and inserting ‘‘the firm’’; 

(B) by striking ‘‘such accountant’’ each place that term 

appears and inserting ‘‘such firm’’; and 

(C) in paragraph (4), by striking ‘‘the accountant’s report’’ and inserting ‘‘the report of the firm’’. 

(c) OTHER REFERENCES.—The Securities Exchange Act of 1934 

(15 U.S.C. 78a et seq.) is amended—

(1) in section 12(b)(1) (15 U.S.C. 78l(b)(1)), by striking 

‘‘independent public accountants’’ each place that term appears 

and inserting ‘‘a registered public accounting firm’’; and 

(2) in subsections (e) and (i) of section 17 (15 U.S.C. 78q), 

by striking ‘‘an independent public accountant’’ each place that 

term appears and inserting ‘‘a registered public accounting 

firm’’. 

(d) CONFORMING AMENDMENT.—Section 10A(f) of the Securities 

Exchange Act of 1934 (15 U.S.C. 78k(f)) is amended—

(1) by striking ‘‘DEFINITION’’ and inserting ‘‘DEFINITIONS’’; 

and 

(2) by adding at the end the following: ‘‘As used in this section, the term ‘issuer’ means an issuer (as defined in section 3), 

the securities of which are registered under section 12, or that 

is required to file reports pursuant to section 15(d), or that files 

or has filed a registration statement that has not yet become effective under the Securities Act of 1933 (15 U.S.C. 77a et seq.), 

and that it has not withdrawn.’’. 

SEC. 206. CONFLICTS OF INTEREST. 

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 

78j–1), as amended by this Act, is amended by adding at the end 

the following: 

‘‘(l) CONFLICTS OF INTEREST.—It shall be unlawful for a registered public accounting firm to perform for an issuer any audit 

service required by this title, if a chief executive officer, controller, 

chief financial officer, chief accounting officer, or any person serving 

in an equivalent position for the issuer, was employed by that registered independent public accounting firm and participated in any 

capacity in the audit of that issuer during the 1-year period preceding the date of the initiation of the audit.’’.

SEC. 207. STUDY OF MANDATORY ROTATION OF REGISTERED PUBLIC 

ACCOUNTING FIRMS. 

(a) STUDY AND REVIEW REQUIRED.—The Comptroller General of 

the United States shall conduct a study and review of the potential 

effects of requiring the mandatory rotation of registered public accounting firms. 

(b) REPORT REQUIRED.—Not later than 1 year after the date of 

enactment of this Act, the Comptroller General shall submit a report 

to the Committee on Banking, Housing, and Urban Affairs of the 

32

Senate and the Committee on Financial Services of the House of 

Representatives on the results of the study and review required by 

this section. 

(c) DEFINITION.—For purposes of this section, the term ‘‘mandatory rotation’’ refers to the imposition of a limit on the period of 

years in which a particular registered public accounting firm may 

be the auditor of record for a particular issuer. 

SEC. 208. COMMISSION AUTHORITY. 

(a) COMMISSION REGULATIONS.—Not later than 180 days after 

the date of enactment of this Act, the Commission shall issue final 

regulations to carry out each of subsections (g) through (l) of section 

10A of the Securities Exchange Act of 1934, as added by this title. 

(b) AUDITOR INDEPENDENCE.—It shall be unlawful for any registered public accounting firm (or an associated person thereof, as 

applicable) to prepare or issue any audit report with respect to any 

issuer, if the firm or associated person engages in any activity with 

respect to that issuer prohibited by any of subsections (g) through 

(l) of section 10A of the Securities Exchange Act of 1934, as added 

by this title, or any rule or regulation of the Commission or of the 

Board issued thereunder. 

SEC. 209. CONSIDERATIONS BY APPROPRIATE STATE REGULATORY AUTHORITIES. 

In supervising nonregistered public accounting firms and their 

associated persons, appropriate State regulatory authorities should 

make an independent determination of the proper standards applicable, particularly taking into consideration the size and nature of 

the business of the accounting firms they supervise and the size and 

nature of the business of the clients of those firms. The standards 

applied by the Board under this Act should not be presumed to be 

applicable for purposes of this section for small and medium sized 

nonregistered public accounting firms. 

TITLE III—CORPORATE 

RESPONSIBILITY 

SEC. 301. PUBLIC COMPANY AUDIT COMMITTEES. 

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 

78f) is amended by adding at the end the following: 

‘‘(m) STANDARDS RELATING TO AUDIT COMMITTEES.— ‘‘(1) COMMISSION RULES.— ‘‘(A) IN GENERAL.—Effective not later than 270 days 

after the date of enactment of this subsection, the Commission shall, by rule, direct the national securities exchanges 

and national securities associations to prohibit the listing 

of any security of an issuer that is not in compliance with 

the requirements of any portion of paragraphs (2) through 

(6). 

‘‘(B) OPPORTUNITY TO CURE DEFECTS.—The rules of the 

Commission under subparagraph (A) shall provide for appropriate procedures for an issuer to have an opportunity 

to cure any defects that would be the basis for a prohibition 

under subparagraph (A), before the imposition of such prohibition. 

33

‘‘(2) RESPONSIBILITIES RELATING TO REGISTERED PUBLIC AC- COUNTING FIRMS.—The audit committee of each issuer, in its 

capacity as a committee of the board of directors, shall be directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed by that issuer (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or 

related work, and each such registered public accounting firm 

shall report directly to the audit committee. ‘‘(3) INDEPENDENCE.— ‘‘(A) IN GENERAL.—Each member of the audit committee of the issuer shall be a member of the board of directors of the issuer, and shall otherwise be independent. ‘‘(B) CRITERIA.—In order to be considered to be independent for purposes of this paragraph, a member of an 

audit committee of an issuer may not, other than in his or 

her capacity as a member of the audit committee, the board 

of directors, or any other board committee— ‘‘(i) accept any consulting, advisory, or other compensatory fee from the issuer; or ‘‘(ii) be an affiliated person of the issuer or any 

subsidiary thereof. 

‘‘(C) EXEMPTION AUTHORITY.—The Commission may exempt from the requirements of subparagraph (B) a particular relationship with respect to audit committee members, as the Commission determines appropriate in light of 

the circumstances. 

‘‘(4) COMPLAINTS.—Each audit committee shall establish 

procedures for— ‘‘(A) the receipt, retention, and treatment of complaints 

received by the issuer regarding accounting, internal accounting controls, or auditing matters; and ‘‘(B) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters. 

‘‘(5) AUTHORITY TO ENGAGE ADVISERS.—Each audit committee shall have the authority to engage independent counsel 

and other advisers, as it determines necessary to carry out its 

duties. ‘‘(6) FUNDING.—Each issuer shall provide for appropriate 

funding, as determined by the audit committee, in its capacity 

as a committee of the board of directors, for payment of compensation—

‘‘(A) to the registered public accounting firm employed 

by the issuer for the purpose of rendering or issuing an 

audit report; and 

‘‘(B) to any advisers employed by the audit committee 

under paragraph (5).’’. 

SEC. 302. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS. 

(a) REGULATIONS REQUIRED.—The Commission shall, by rule, 

require, for each company filing periodic reports under section 13(a) 

or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 

78o(d)), that the principal executive officer or officers and the principal financial officer or officers, or persons performing similar 

34

functions, certify in each annual or quarterly report filed or submitted under either such section of such Act that—

(1) the signing officer has reviewed the report; 

(2) based on the officer’s knowledge, the report does not contain any untrue statement of a material fact or omit to state a 

material fact necessary in order to make the statements made, 

in light of the circumstances under which such statements were 

made, not misleading; 

(3) based on such officer’s knowledge, the financial statements, and other financial information included in the report, 

fairly present in all material respects the financial condition 

and results of operations of the issuer as of, and for, the periods 

presented in the report; 

(4) the signing officers—

(A) are responsible for establishing and maintaining 

internal controls; 

(B) have designed such internal controls to ensure that 

material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others 

within those entities, particularly during the period in 

which the periodic reports are being prepared; 

(C) have evaluated the effectiveness of the issuer’s internal controls as of a date within 90 days prior to the report; 

and 

(D) have presented in the report their conclusions about 

the effectiveness of their internal controls based on their 

evaluation as of that date;

(5) the signing officers have disclosed to the issuer’s auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function)—

(A) all significant deficiencies in the design or operation of internal controls which could adversely affect the 

issuer’s ability to record, process, summarize, and report financial data and have identified for the issuer’s auditors 

any material weaknesses in internal controls; and 

(B) any fraud, whether or not material, that involves 

management or other employees who have a significant role 

in the issuer’s internal controls; and 

(6) the signing officers have indicated in the report whether 

or not there were significant changes in internal controls or in 

other factors that could significantly affect internal controls 

subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material 

weaknesses. 

(b) FOREIGN REINCORPORATIONS HAVE NO EFFECT.—Nothing in 

this section 302 shall be interpreted or applied in any way to allow 

any issuer to lessen the legal force of the statement required under 

this section 302, by an issuer having reincorporated or having engaged in any other transaction that resulted in the transfer of the 

corporate domicile or offices of the issuer from inside the United 

States to outside of the United States. 

(c) DEADLINE.—The rules required by subsection (a) shall be effective not later than 30 days after the date of enactment of this Act. 

35

SEC. 303. IMPROPER INFLUENCE ON CONDUCT OF AUDITS. 

(a) RULES TO PROHIBIT.—It shall be unlawful, in contravention 

of such rules or regulations as the Commission shall prescribe as 

necessary and appropriate in the public interest or for the protection 

of investors, for any officer or director of an issuer, or any other person acting under the direction thereof, to take any action to fraudulently influence, coerce, manipulate, or mislead any independent 

public or certified accountant engaged in the performance of an 

audit of the financial statements of that issuer for the purpose of 

rendering such financial statements materially misleading. 

(b) ENFORCEMENT.—In any civil proceeding, the Commission 

shall have exclusive authority to enforce this section and any rule 

or regulation issued under this section. 

(c) NO PREEMPTION OF OTHER LAW.—The provisions of subsection (a) shall be in addition to, and shall not supersede or preempt, any other provision of law or any rule or regulation issued 

thereunder. 

(d) DEADLINE FOR RULEMAKING.—The Commission shall—

(1) propose the rules or regulations required by this section, 

not later than 90 days after the date of enactment of this Act; 

and 

(2) issue final rules or regulations required by this section, 

not later than 270 days after that date of enactment. 

SEC. 304. FORFEITURE OF CERTAIN BONUSES AND PROFITS. 

(a) ADDITIONAL COMPENSATION PRIOR TO NONCOMPLIANCE

WITH COMMISSION FINANCIAL REPORTING REQUIREMENTS.—If an 

issuer is required to prepare an accounting restatement due to the 

material noncompliance of the issuer, as a result of misconduct, 

with any financial reporting requirement under the securities laws, 

the chief executive officer and chief financial officer of the issuer 

shall reimburse the issuer for—

(1) any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-

month period following the first public issuance or filing with 

the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and 

(2) any profits realized from the sale of securities of the 

issuer during that 12-month period. 

(b) COMMISSION EXEMPTION AUTHORITY.—The Commission 

may exempt any person from the application of subsection (a), as it 

deems necessary and appropriate. 

SEC. 305. OFFICER AND DIRECTOR BARS AND PENALTIES. 

(a) UNFITNESS STANDARD.—

(1) SECURITIES EXCHANGE ACT OF 1934.—Section 21(d)(2) of 

the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)(2)) is 

amended by striking ‘‘substantial unfitness’’ and inserting 

‘‘unfitness’’. 

(2) SECURITIES ACT OF 1933.—Section 20(e) of the Securities 

Act of 1933 (15 U.S.C. 77t(e)) is amended by striking ‘‘substantial unfitness’’ and inserting ‘‘unfitness’’. 

(b) EQUITABLE RELIEF.—Section 21(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)) is amended by adding at the 

end the following: 

36

‘‘(5) EQUITABLE RELIEF.—In any action or proceeding brought 

or instituted by the Commission under any provision of the securities laws, the Commission may seek, and any Federal court may 

grant, any equitable relief that may be appropriate or necessary for 

the benefit of investors.’’.

SEC. 306. INSIDER TRADES DURING PENSION FUND BLACKOUT PERIODS. 

(a) PROHIBITION OF INSIDER TRADING DURING PENSION FUND

BLACKOUT PERIODS.— (1) IN GENERAL.—Except to the extent otherwise provided by 

rule of the Commission pursuant to paragraph (3), it shall be 

unlawful for any director or executive officer of an issuer of any 

equity security (other than an exempted security), directly or indirectly, to purchase, sell, or otherwise acquire or transfer any 

equity security of the issuer (other than an exempted security) 

during any blackout period with respect to such equity security 

if such director or officer acquires such equity security in connection with his or her service or employment as a director or 

executive officer. 

(2) REMEDY.— (A) IN GENERAL.—Any profit realized by a director or 

executive officer referred to in paragraph (1) from any purchase, sale, or other acquisition or transfer in violation of 

this subsection shall inure to and be recoverable by the 

issuer, irrespective of any intention on the part of such director or executive officer in entering into the transaction. 

(B) ACTIONS TO RECOVER PROFITS.—An action to recover profits in accordance with this subsection may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the 

issuer in the name and in behalf of the issuer if the issuer 

fails or refuses to bring such action within 60 days after 

the date of request, or fails diligently to prosecute the action 

thereafter, except that no such suit shall be brought more 

than 2 years after the date on which such profit was realized. 

(3) RULEMAKING AUTHORIZED.—The Commission shall, in 

consultation with the Secretary of Labor, issue rules to clarify 

the application of this subsection and to prevent evasion thereof. 

Such rules shall provide for the application of the requirements 

of paragraph (1) with respect to entities treated as a single employer with respect to an issuer under section 414(b), (c), (m), 

or (o) of the Internal Revenue Code of 1986 to the extent necessary to clarify the application of such requirements and to 

prevent evasion thereof. Such rules may also provide for appropriate exceptions from the requirements of this subsection, including exceptions for purchases pursuant to an automatic dividend reinvestment program or purchases or sales made pursuant to an advance election.

(4) BLACKOUT PERIOD.—For purposes of this subsection, the 

term ‘‘blackout period’’, with respect to the equity securities of 

any issuer—

(A) means any period of more than 3 consecutive business days during which the ability of not fewer than 50 percent of the participants or beneficiaries under all indiVerDate Jul 19 2002 16:35 Jul 25, 2002 Jkt 080361 PO 00000 Frm 00036 Fmt 6659 Sfmt 6603 E:\HR\OC\HR610.XXX pfrm15 PsN: HR610
37

vidual account plans maintained by the issuer to purchase, 

sell, or otherwise acquire or transfer an interest in any equity of such issuer held in such an individual account plan 

is temporarily suspended by the issuer or by a fiduciary of 

the plan; and 

(B) does not include, under regulations which shall be 

prescribed by the Commission— (i) a regularly scheduled period in which the participants and beneficiaries may not purchase, sell, or 

otherwise acquire or transfer an interest in any equity 

of such issuer, if such period is— (I) incorporated into the individual account 

plan; and 

(II) timely disclosed to employees before becoming participants under the individual account plan 

or as a subsequent amendment to the plan; or 

(ii) any suspension described in subparagraph (A) 

that is imposed solely in connection with persons becoming participants or beneficiaries, or ceasing to be 

participants or beneficiaries, in an individual account 

plan by reason of a corporate merger, acquisition, divestiture, or similar transaction involving the plan or 

plan sponsor. 

(5) INDIVIDUAL ACCOUNT PLAN.—For purposes of this subsection, the term ‘‘individual account plan’’ has the meaning 

provided in section 3(34) of the Employee Retirement Income 

Security Act of 1974 (29 U.S.C. 1002(34), except that such term 

shall not include a one-participant retirement plan (within the 

meaning of section 101(i)(8)(B) of such Act (29 U.S.C. 

1021(i)(8)(B))). 

(6) NOTICE TO DIRECTORS, EXECUTIVE OFFICERS, AND THE

COMMISSION.—In any case in which a director or executive officer is subject to the requirements of this subsection in connection with a blackout period (as defined in paragraph (4)) with 

respect to any equity securities, the issuer of such equity securities shall timely notify such director or officer and the Securities and Exchange Commission of such blackout period. 

(b) NOTICE REQUIREMENTS TO PARTICIPANTS AND BENE- FICIARIES UNDER ERISA.— (1) IN GENERAL.—Section 101 of the Employee Retirement 

Income Security Act of 1974 (29 U.S.C. 1021) is amended by redesignating the second subsection (h) as subsection (j), and by 

inserting after the first subsection (h) the following new subsection: 

‘‘(i) NOTICE OF BLACKOUT PERIODS TO PARTICIPANT OR BENEFICIARY UNDER INDIVIDUAL ACCOUNT PLAN.—

‘‘(1) DUTIES OF PLAN ADMINISTRATOR.—In advance of the 

commencement of any blackout period with respect to an individual account plan, the plan administrator shall notify the 

plan participants and beneficiaries who are affected by such action in accordance with this subsection. ‘‘(2) NOTICE REQUIREMENTS.— ‘‘(A) IN GENERAL.—The notices described in paragraph 

(1) shall be written in a manner calculated to be understood by the average plan participant and shall include—

38

‘‘(i) the reasons for the blackout period, 

‘‘(ii) an identification of the investments and other 

rights affected, ‘‘(iii) the expected beginning date and length of the 

blackout period, ‘‘(iv) in the case of investments affected, a statement that the participant or beneficiary should evaluate the appropriateness of their current investment decisions in light of their inability to direct or diversify 

assets credited to their accounts during the blackout 

period, and ‘‘(v) such other matters as the Secretary may require by regulation. 

‘‘(B) NOTICE TO PARTICIPANTS AND BENEFICIARIES.—Except as otherwise provided in this subsection, notices described in paragraph (1) shall be furnished to all participants and beneficiaries under the plan to whom the blackout period applies at least 30 days in advance of the blackout period. ‘‘(C) EXCEPTION TO 30-DAY NOTICE REQUIREMENT.—In 

any case in which— ‘‘(i) a deferral of the blackout period would violate 

the requirements of subparagraph (A) or (B) of section 

404(a)(1), and a fiduciary of the plan reasonably so determines in writing, or ‘‘(ii) the inability to provide the 30-day advance notice is due to events that were unforeseeable or circumstances beyond the reasonable control of the plan 

administrator, and a fiduciary of the plan reasonably 

so determines in writing, 

subparagraph (B) shall not apply, and the notice shall be 

furnished to all participants and beneficiaries under the 

plan to whom the blackout period applies as soon as reasonably possible under the circumstances unless such a notice in advance of the termination of the blackout period is 

impracticable. 

‘‘(D) WRITTEN NOTICE.—The notice required to be provided under this subsection shall be in writing, except that 

such notice may be in electronic or other form to the extent 

that such form is reasonably accessible to the recipient. ‘‘(E) NOTICE TO ISSUERS OF EMPLOYER SECURITIES SUBJECT TO BLACKOUT PERIOD.—In the case of any blackout period in connection with an individual account plan, the 

plan administrator shall provide timely notice of such 

blackout period to the issuer of any employer securities subject to such blackout period. 

‘‘(3) EXCEPTION FOR BLACKOUT PERIODS WITH LIMITED AP- PLICABILITY.—In any case in which the blackout period applies 

only to 1 or more participants or beneficiaries in connection 

with a merger, acquisition, divestiture, or similar transaction 

involving the plan or plan sponsor and occurs solely in connection with becoming or ceasing to be a participant or beneficiary 

under the plan by reason of such merger, acquisition, divestiture, or transaction, the requirement of this subsection that the 

notice be provided to all participants and beneficiaries shall be 

39

treated as met if the notice required under paragraph (1) is provided to such participants or beneficiaries to whom the blackout 

period applies as soon as reasonably practicable. ‘‘(4) CHANGES IN LENGTH OF BLACKOUT PERIOD.—If, following the furnishing of the notice pursuant to this subsection, 

there is a change in the beginning date or length of the blackout 

period (specified in such notice pursuant to paragraph 

(2)(A)(iii)), the administrator shall provide affected participants 

and beneficiaries notice of the change as soon as reasonably 

practicable. In relation to the extended blackout period, such 

notice shall meet the requirements of paragraph (2)(D) and 

shall specify any material change in the matters referred to in 

clauses (i) through (v) of paragraph (2)(A). ‘‘(5) REGULATORY EXCEPTIONS.—The Secretary may provide 

by regulation for additional exceptions to the requirements of 

this subsection which the Secretary determines are in the interests of participants and beneficiaries. ‘‘(6) GUIDANCE AND MODEL NOTICES.—The Secretary shall 

issue guidance and model notices which meet the requirements 

of this subsection. ‘‘(7) BLACKOUT PERIOD.—For purposes of this subsection— ‘‘(A) IN GENERAL.—The term ‘blackout period’ means, 

in connection with an individual account plan, any period 

for which any ability of participants or beneficiaries under 

the plan, which is otherwise available under the terms of 

such plan, to direct or diversify assets credited to their accounts, to obtain loans from the plan, or to obtain distributions from the plan is temporarily suspended, limited, or 

restricted, if such suspension, limitation, or restriction is 

for any period of more than 3 consecutive business days. ‘‘(B) EXCLUSIONS.—The term ‘blackout period’ does not 

include a suspension, limitation, or restriction— ‘‘(i) which occurs by reason of the application of the 

securities laws (as defined in section 3(a)(47) of the Securities Exchange Act of 1934), 

‘‘(ii) which is a change to the plan which provides 

for a regularly scheduled suspension, limitation, or restriction which is disclosed to participants or beneficiaries through any summary of material modifications, any materials describing specific investment alternatives under the plan, or any changes thereto, or 

‘‘(iii) which applies only to 1 or more individuals, 

each of whom is the participant, an alternate payee (as 

defined in section 206(d)(3)(K)), or any other beneficiary pursuant to a qualified domestic relations order 

(as defined in section 206(d)(3)(B)(i)). 

‘‘(8) INDIVIDUAL ACCOUNT PLAN.—

‘‘(A) IN GENERAL.—For purposes of this subsection, the 

term ‘individual account plan’ shall have the meaning provided such term in section 3(34), except that such term 

shall not include a one-participant retirement plan. 

‘‘(B) ONE-PARTICIPANT RETIREMENT PLAN.—For purposes of subparagraph (A), the term ‘one-participant retirement plan’ means a retirement plan that— ‘‘(i) on the first day of the plan year—

40

‘‘(I) covered only the employer (and the employer’s spouse) and the employer owned the entire 

business (whether or not incorporated), or 

‘‘(II) covered only one or more partners (and 

their spouses) in a business partnership (including 

partners in an S or C corporation (as defined in 

section 1361(a) of the Internal Revenue Code of 

1986)), 

‘‘(ii) meets the minimum coverage requirements of 

section 410(b) of the Internal Revenue Code of 1986 (as 

in effect on the date of the enactment of this paragraph) without being combined with any other plan of 

the business that covers the employees of the business, 

‘‘(iii) does not provide benefits to anyone except the 

employer (and the employer’s spouse) or the partners 

(and their spouses), 

‘‘(iv) does not cover a business that is a member of 

an affiliated service group, a controlled group of corporations, or a group of businesses under common control, and 

‘‘(v) does not cover a business that leases employees.’’. 

(2) ISSUANCE OF INITIAL GUIDANCE AND MODEL NOTICE.—

The Secretary of Labor shall issue initial guidance and a model 

notice pursuant to section 101(i)(6) of the Employee Retirement 

Income Security Act of 1974 (as added by this subsection) not 

later than January 1, 2003. Not later than 75 days after the 

date of the enactment of this Act, the Secretary shall promulgate interim final rules necessary to carry out the amendments 

made by this subsection. 

(3) CIVIL PENALTIES FOR FAILURE TO PROVIDE NOTICE.—

Section 502 of such Act (29 U.S.C. 1132) is amended—

(A) in subsection (a)(6), by striking ‘‘(5), or (6)’’ and inserting ‘‘(5), (6), or (7)’’; 

(B) by redesignating paragraph (7) of subsection (c) as 

paragraph (8); and 

(C) by inserting after paragraph (6) of subsection (c) 

the following new paragraph: 

‘‘(7) The Secretary may assess a civil penalty against a plan administrator of up to $100 a day from the date of the plan administrator’s failure or refusal to provide notice to participants and beneficiaries in accordance with section 101(i). For purposes of this 

paragraph, each violation with respect to any single participant or 

beneficiary shall be treated as a separate violation.’’. 

(3) PLAN AMENDMENTS.—If any amendment made by this 

subsection requires an amendment to any plan, such plan 

amendment shall not be required to be made before the first 

plan year beginning on or after the effective date of this section, 

if—

(A) during the period after such amendment made by 

this subsection takes effect and before such first plan year, 

the plan is operated in good faith compliance with the requirements of such amendment made by this subsection, 

and 

41

(B) such plan amendment applies retroactively to the 

period after such amendment made by this subsection takes 

effect and before such first plan year. 

(c) EFFECTIVE DATE.—The provisions of this section (including 

the amendments made thereby) shall take effect 180 days after the 

date of the enactment of this Act. Good faith compliance with the 

requirements of such provisions in advance of the issuance of applicable regulations thereunder shall be treated as compliance with 

such provisions. 

SEC. 307. RULES OF PROFESSIONAL RESPONSIBILITY FOR ATTORNEYS. 

Not later than 180 days after the date of enactment of this Act, 

the Commission shall issue rules, in the public interest and for the 

protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the 

Commission in any way in the representation of issuers, including 

a rule—

(1) requiring an attorney to report evidence of a material 

violation of securities law or breach of fiduciary duty or similar 

violation by the company or any agent thereof, to the chief legal 

counsel or the chief executive officer of the company (or the 

equivalent thereof); and 

(2) if the counsel or officer does not appropriately respond 

to the evidence (adopting, as necessary, appropriate remedial 

measures or sanctions with respect to the violation), requiring 

the attorney to report the evidence to the audit committee of the 

board of directors of the issuer or to another committee of the 

board of directors comprised solely of directors not employed directly or indirectly by the issuer, or to the board of directors.

SEC. 308. FAIR FUNDS FOR INVESTORS. 

(a) CIVIL PENALTIES ADDED TO DISGORGEMENT FUNDS FOR THE

RELIEF OF VICTIMS.—If in any judicial or administrative action 

brought by the Commission under the securities laws (as such term 

is defined in section 3(a)(47) of the Securities Exchange Act of 1934 

(15 U.S.C. 78c(a)(47)) the Commission obtains an order requiring 

disgorgement against any person for a violation of such laws or the 

rules or regulations thereunder, or such person agrees in settlement 

of any such action to such disgorgement, and the Commission also 

obtains pursuant to such laws a civil penalty against such person, 

the amount of such civil penalty shall, on the motion or at the direction of the Commission, be added to and become part of the 

disgorgement fund for the benefit of the victims of such violation. 

(b) ACCEPTANCE OF ADDITIONAL DONATIONS.—The Commission 

is authorized to accept, hold, administer, and utilize gifts, bequests 

and devises of property, both real and personal, to the United States 

for a disgorgement fund described in subsection (a). Such gifts, bequests, and devises of money and proceeds from sales of other property received as gifts, bequests, or devises shall be deposited in the 

disgorgement fund and shall be available for allocation in accordance with subsection (a). 

(c) STUDY REQUIRED.—

(1) SUBJECT OF STUDY.—The Commission shall review and 

analyze—

42

(A) enforcement actions by the Commission over the 

five years preceding the date of the enactment of this Act 

that have included proceedings to obtain civil penalties or 

disgorgements to identify areas where such proceedings 

may be utilized to efficiently, effectively, and fairly provide 

restitution for injured investors; and 

(B) other methods to more efficiently, effectively, and 

fairly provide restitution to injured investors, including 

methods to improve the collection rates for civil penalties 

and disgorgements. 

(2) REPORT REQUIRED.—The Commission shall report its 

findings to the Committee on Financial Services of the House 

of Representatives and the Committee on Banking, Housing, 

and Urban Affairs of the Senate within 180 days after of the 

date of the enactment of this Act, and shall use such findings 

to revise its rules and regulations as necessary. The report shall 

include a discussion of regulatory or legislative actions that are 

recommended or that may be necessary to address concerns 

identified in the study. 

(d) CONFORMING AMENDMENTS.—Each of the following provisions is amended by inserting ‘‘, except as otherwise provided in section 308 of the Sarbanes-Oxley Act of 2002’’ after ‘‘Treasury of the 

United States’’: 

(1) Section 21(d)(3)(C)(i) of the Securities Exchange Act of 

1934 (15 U.S.C. 78u(d)(3)(C)(i)). 

(2) Section 21A(d)(1) of such Act (15 U.S.C. 78u–1(d)(1)). 

(3) Section 20(d)(3)(A) of the Securities Act of 1933 (15 

U.S.C. 77t(d)(3)(A)). 

(4) Section 42(e)(3)(A) of the Investment Company Act of 

1940 (15 U.S.C. 80a–41(e)(3)(A)). 

(5) Section 209(e)(3)(A) of the Investment Advisers Act of 

1940 (15 U.S.C. 80b–9(e)(3)(A)). 

(e) DEFINITION.—As used in this section, the term ‘‘disgorgement fund’’ means a fund established in any administrative or judicial proceeding described in subsection (a). 

TITLE IV—ENHANCED FINANCIAL 

DISCLOSURES 

SEC. 401. DISCLOSURES IN PERIODIC REPORTS. 

(a) DISCLOSURES REQUIRED.—Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the 

end the following: 

‘‘(i) ACCURACY OF FINANCIAL REPORTS.—Each financial report 

that contains financial statements, and that is required to be prepared in accordance with (or reconciled to) generally accepted accounting principles under this title and filed with the Commission 

shall reflect all material correcting adjustments that have been 

identified by a registered public accounting firm in accordance with 

generally accepted accounting principles and the rules and regulations of the Commission. 

‘‘(j) OFF-BALANCE SHEET TRANSACTIONS.—Not later than 180 

days after the date of enactment of the Sarbanes-Oxley Act of 2002, 

the Commission shall issue final rules providing that each annual 

43

and quarterly financial report required to be filed with the Commission shall disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and 

other relationships of the issuer with unconsolidated entities or 

other persons, that may have a material current or future effect on 

financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.’’. (b) COMMISSION RULES ON PRO FORMA FIGURES.—Not later 

than 180 days after the date of enactment of the Sarbanes-Oxley Act 

fo 2002, the Commission shall issue final rules providing that pro 

forma financial information included in any periodic or other report 

filed with the Commission pursuant to the securities laws, or in any 

public disclosure or press or other release, shall be presented in a 

manner that— (1) does not contain an untrue statement of a material fact 

or omit to state a material fact necessary in order to make the 

pro forma financial information, in light of the circumstances 

under which it is presented, not misleading; and 

(2) reconciles it with the financial condition and results of 

operations of the issuer under generally accepted accounting 

principles. 

(c) STUDY AND REPORT ON SPECIAL PURPOSE ENTITIES.— (1) STUDY REQUIRED.—The Commission shall, not later 

than 1 year after the effective date of adoption of off-balance 

sheet disclosure rules required by section 13(j) of the Securities 

Exchange Act of 1934, as added by this section, complete a 

study of filings by issuers and their disclosures to determine— (A) the extent of off-balance sheet transactions, including assets, liabilities, leases, losses, and the use of special 

purpose entities; and 

(B) whether generally accepted accounting rules result 

in financial statements of issuers reflecting the economics of 

such off-balance sheet transactions to investors in a transparent fashion. 

(2) REPORT AND RECOMMENDATIONS.—Not later than 6 

months after the date of completion of the study required by 

paragraph (1), the Commission shall submit a report to the 

President, the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of 

the House of Representatives, setting forth— (A) the amount or an estimate of the amount of off-balance sheet transactions, including assets, liabilities, leases, 

and losses of, and the use of special purpose entities by, 

issuers filing periodic reports pursuant to section 13 or 15 

of the Securities Exchange Act of 1934; 

(B) the extent to which special purpose entities are used 

to facilitate off-balance sheet transactions; 

(C) whether generally accepted accounting principles or 

the rules of the Commission result in financial statements 

of issuers reflecting the economics of such transactions to 

investors in a transparent fashion; 

(D) whether generally accepted accounting principles 

specifically result in the consolidation of special purpose 

entities sponsored by an issuer in cases in which the issuer 

44

has the majority of the risks and rewards of the special 

purpose entity; and 

(E) any recommendations of the Commission for improving the transparency and quality of reporting off-balance sheet transactions in the financial statements and disclosures required to be filed by an issuer with the Commission. 

SEC. 402. ENHANCED CONFLICT OF INTEREST PROVISIONS. 

(a) PROHIBITION ON PERSONAL LOANS TO EXECUTIVES.—Section 

13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m), as 

amended by this Act, is amended by adding at the end the following: 

‘‘(k) PROHIBITION ON PERSONAL LOANS TO EXECUTIVES.—

‘‘(1) IN GENERAL.—It shall be unlawful for any issuer (as 

defined in section 2 of the Sarbanes-Oxley Act of 2002), directly 

or indirectly, including through any subsidiary, to extend or 

maintain credit, to arrange for the extension of credit, or to 

renew an extension of credit, in the form of a personal loan to 

or for any director or executive officer (or equivalent thereof) of 

that issuer. An extension of credit maintained by the issuer on 

the date of enactment of this subsection shall not be subject to 

the provisions of this subsection, provided that there is no material modification to any term of any such extension of credit or 

any renewal of any such extension of credit on or after that date 

of enactment. 

‘‘(2) LIMITATION.—Paragraph (1) does not preclude any 

home improvement and manufactured home loans (as that term 

is defined in section 5 of the Home Owners’ Loan Act (12 U.S.C. 

1464)), consumer credit (as defined in section 103 of the Truth 

in Lending Act (15 U.S.C. 1602)), or any extension of credit 

under an open end credit plan (as defined in section 103 of the 

Truth in Lending Act (15 U.S.C. 1602)), or a charge card (as 

defined in section 127(c)(4)(e) of the Truth in Lending Act (15 

U.S.C. 1637(c)(4)(e)), or any extension of credit by a broker or 

dealer registered under section 15 of this title to an employee of 

that broker or dealer to buy, trade, or carry securities, that is 

permitted under rules or regulations of the Board of Governors 

of the Federal Reserve System pursuant to section 7 of this title 

(other than an extension of credit that would be used to purchase the stock of that issuer), that is—

‘‘(A) made or provided in the ordinary course of the 

consumer credit business of such issuer; 

‘‘(B) of a type that is generally made available by such 

issuer to the public; and 

‘‘(C) made by such issuer on market terms, or terms 

that are no more favorable than those offered by the issuer 

to the general public for such extensions of credit. 

‘‘(3) RULE OF CONSTRUCTION FOR CERTAIN LOANS.—Paragraph (1) does not apply to any loan made or maintained by 

an insured depository institution (as defined in section 3 of the 

Federal Deposit Insurance Act (12 U.S.C. 1813)), if the loan is 

subject to the insider lending restrictions of section 22(h) of the 

Federal Reserve Act (12 U.S.C. 375b).’’. 

45

SEC. 403. DISCLOSURES OF TRANSACTIONS INVOLVING MANAGEMENT 

AND PRINCIPAL STOCKHOLDERS. 

(a) AMENDMENT.—Section 16 of the Securities Exchange Act of 

1934 (15 U.S.C. 78p) is amended by striking the heading of such 

section and subsection (a) and inserting the following: 

‘‘SEC. 16. DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS. 

‘‘(a) DISCLOSURES REQUIRED.— ‘‘(1) DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS

REQUIRED TO FILE.—Every person who is directly or indirectly 

the beneficial owner of more than 10 percent of any class of any 

equity security (other than an exempted security) which is registered pursuant to section 12, or who is a director or an officer 

of the issuer of such security, shall file the statements required 

by this subsection with the Commission (and, if such security 

is registered on a national securities exchange, also with the exchange). ‘‘(2) TIME OF FILING.—The statements required by this subsection shall be filed— ‘‘(A) at the time of the registration of such security on 

a national securities exchange or by the effective date of a 

registration statement filed pursuant to section 12(g); ‘‘(B) within 10 days after he or she becomes such beneficial owner, director, or officer; ‘‘(C) if there has been a change in such ownership, or 

if such person shall have purchased or sold a securitybased swap agreement (as defined in section 206(b) of the 

Gramm-Leach-Bliley Act (15 U.S.C. 78c note)) involving 

such equity security, before the end of the second business 

day following the day on which the subject transaction has 

been executed, or at such other time as the Commission 

shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible. 

‘‘(3) CONTENTS OF STATEMENTS.—A statement filed—

‘‘(A) under subparagraph (A) or (B) of paragraph (2) 

shall contain a statement of the amount of all equity securities of such issuer of which the filing person is the beneficial owner; and 

‘‘(B) under subparagraph (C) of such paragraph shall 

indicate ownership by the filing person at the date of filing, 

any such changes in such ownership, and such purchases 

and sales of the security-based swap agreements as have occurred since the most recent such filing under such subparagraph. 

‘‘(4) ELECTRONIC FILING AND AVAILABILITY.—Beginning not 

later than 1 year after the date of enactment of the SarbanesOxley Act of 2002—

‘‘(A) a statement filed under subparagraph (C) of paragraph (2) shall be filed electronically; 

‘‘(B) the Commission shall provide each such statement 

on a publicly accessible Internet site not later than the end 

of the business day following that filing; and 

‘‘(C) the issuer (if the issuer maintains a corporate 

website) shall provide that statement on that corporate 

website, not later than the end of the business day following that filing.’’. 

46

(b) EFFECTIVE DATE.—The amendment made by this section 

shall be effective 30 days after the date of the enactment of this Act. 

SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS. 

(a) RULES REQUIRED.—The Commission shall prescribe rules 

requiring each annual report required by section 13(a) or 15(d) of 

the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) to 

contain an internal control report, which shall— (1) state the responsibility of management for establishing 

and maintaining an adequate internal control structure and 

procedures for financial reporting; and 

(2) contain an assessment, as of the end of the most recent 

fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting. 

(b) INTERNAL CONTROL EVALUATION AND REPORTING.—With respect to the internal control assessment required by subsection (a), 

each registered public accounting firm that prepares or issues the 

audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. An attestation made 

under this subsection shall be made in accordance with standards 

for attestation engagements issued or adopted by the Board. Any 

such attestation shall not be the subject of a separate engagement. 

SEC. 405. EXEMPTION. 

Nothing in section 401, 402, or 404, the amendments made by 

those sections, or the rules of the Commission under those sections 

shall apply to any investment company registered under section 8 

of the Investment Company Act of 1940 (15 U.S.C. 80a–8). 

SEC. 406. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS. 

(a) CODE OF ETHICS DISCLOSURE.—The Commission shall issue 

rules to require each issuer, together with periodic reports required 

pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 

1934, to disclose whether or not, and if not, the reason therefor, 

such issuer has adopted a code of ethics for senior financial officers, 

applicable to its principal financial officer and comptroller or principal accounting officer, or persons performing similar functions. 

(b) CHANGES IN CODES OF ETHICS.—The Commission shall revise its regulations concerning matters requiring prompt disclosure 

on Form 8–K (or any successor thereto) to require the immediate 

disclosure, by means of the filing of such form, dissemination by the 

Internet or by other electronic means, by any issuer of any change 

in or waiver of the code of ethics for senior financial officers. 

(c) DEFINITION.—In this section, the term ‘‘code of ethics’’ means 

such standards as are reasonably necessary to promote— (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 

(2) full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the issuer; 

and

(3) compliance with applicable governmental rules and regulations. 

(d) DEADLINE FOR RULEMAKING.—The Commission shall—

(1) propose rules to implement this section, not later than 

90 days after the date of enactment of this Act; and 

47

(2) issue final rules to implement this section, not later 

than 180 days after that date of enactment. 

SEC. 407. DISCLOSURE OF AUDIT COMMITTEE FINANCIAL EXPERT. 

(a) RULES DEFINING ‘‘FINANCIAL EXPERT’’.—The Commission 

shall issue rules, as necessary or appropriate in the public interest 

and consistent with the protection of investors, to require each 

issuer, together with periodic reports required pursuant to sections 

13(a) and 15(d) of the Securities Exchange Act of 1934, to disclose 

whether or not, and if not, the reasons therefor, the audit committee 

of that issuer is comprised of at least 1 member who is a financial 

expert, as such term is defined by the Commission. 

(b) CONSIDERATIONS.—In defining the term ‘‘financial expert’’

for purposes of subsection (a), the Commission shall consider whether a person has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller, or 

principal accounting officer of an issuer, or from a position involving the performance of similar functions—

(1) an understanding of generally accepted accounting principles and financial statements; 

(2) experience in—

(A) the preparation or auditing of financial statements 

of generally comparable issuers; and 

(B) the application of such principles in connection 

with the accounting for estimates, accruals, and reserves; 

(3) experience with internal accounting controls; and 

(4) an understanding of audit committee functions. 

(c) DEADLINE FOR RULEMAKING.—The Commission shall—

(1) propose rules to implement this section, not later than 

90 days after the date of enactment of this Act; and 

(2) issue final rules to implement this section, not later 

than 180 days after that date of enactment.

SEC. 408. ENHANCED REVIEW OF PERIODIC DISCLOSURES BY ISSUERS. 

(a) REGULAR AND SYSTEMATIC REVIEW.—The Commission shall 

review disclosures made by issuers reporting under section 13(a) of 

the Securities Exchange Act of 1934 (including reports filed on 

Form 10–K), and which have a class of securities listed on a national securities exchange or traded on an automated quotation facility of a national securities association, on a regular and systematic basis for the protection of investors. Such review shall include 

a review of an issuer’s financial statement. 

(b) REVIEW CRITERIA.—For purposes of scheduling the reviews 

required by subsection (a), the Commission shall consider, among 

other factors—

(1) issuers that have issued material restatements of financial results; 

(2) issuers that experience significant volatility in their 

stock price as compared to other issuers; 

(3) issuers with the largest market capitalization; 

(4) emerging companies with disparities in price to earning 

ratios; 

(5) issuers whose operations significantly affect any material sector of the economy; and 

(6) any other factors that the Commission may consider relevant. 

48

(c) MINIMUM REVIEW PERIOD.—In no event shall an issuer required to file reports under section 13(a) or 15(d) of the Securities 

Exchange Act of 1934 be reviewed under this section less frequently 

than once every 3 years. 

SEC. 409. REAL TIME ISSUER DISCLOSURES. 

Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 

78m), as amended by this Act, is amended by adding at the end the 

following: ‘‘(l) REAL TIME ISSUER DISCLOSURES.—Each issuer reporting 

under section 13(a) or 15(d) shall disclose to the public on a rapid 

and current basis such additional information concerning material 

changes in the financial condition or operations of the issuer, in 

plain English, which may include trend and qualitative information 

and graphic presentations, as the Commission determines, by rule, 

is necessary or useful for the protection of investors and in the public interest.’’. 

TITLE V—ANALYST CONFLICTS OF 

INTEREST

SEC. 501. TREATMENT OF SECURITIES ANALYSTS BY REGISTERED SECURITIES ASSOCIATIONS AND NATIONAL SECURITIES EXCHANGES. 

(a) RULES REGARDING SECURITIES ANALYSTS.—The Securities 

Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 15C the following new section: 

‘‘SEC. 15D. SECURITIES ANALYSTS AND RESEARCH REPORTS. 

‘‘(a) ANALYST PROTECTIONS.—The Commission, or upon the authorization and direction of the Commission, a registered securities 

association or national securities exchange, shall have adopted, not 

later than 1 year after the date of enactment of this section, rules 

reasonably designed to address conflicts of interest that can arise 

when securities analysts recommend equity securities in research reports and public appearances, in order to improve the objectivity of 

research and provide investors with more useful and reliable information, including rules designed— ‘‘(1) to foster greater public confidence in securities research, and to protect the objectivity and independence of securities analysts, by— ‘‘(A) restricting the prepublication clearance or approval of research reports by persons employed by the 

broker or dealer who are engaged in investment banking 

activities, or persons not directly responsible for investment 

research, other than legal or compliance staff; ‘‘(B) limiting the supervision and compensatory evaluation of securities analysts to officials employed by the 

broker or dealer who are not engaged in investment banking activities; and ‘‘(C) requiring that a broker or dealer and persons employed by a broker or dealer who are involved with investment banking activities may not, directly or indirectly, retaliate against or threaten to retaliate against any securities analyst employed by that broker or dealer or its affiliates as a result of an adverse, negative, or otherwise unfaVerDate Jul 19 2002 16:35 Jul 25, 2002 Jkt 080361 PO 00000 Frm 00048 Fmt 6659 Sfmt 6603 E:\HR\OC\HR610.XXX pfrm15 PsN: HR610
49

vorable research report that may adversely affect the 

present or prospective investment banking relationship of 

the broker or dealer with the issuer that is the subject of 

the research report, except that such rules may not limit the 

authority of a broker or dealer to discipline a securities analyst for causes other than such research report in accordance with the policies and procedures of the firm; 

‘‘(2) to define periods during which brokers or dealers who 

have participated, or are to participate, in a public offering of 

securities as underwriters or dealers should not publish or otherwise distribute research reports relating to such securities or 

to the issuer of such securities; ‘‘(3) to establish structural and institutional safeguards 

within registered brokers or dealers to assure that securities analysts are separated by appropriate informational partitions 

within the firm from the review, pressure, or oversight of those 

whose involvement in investment banking activities might potentially bias their judgment or supervision; and ‘‘(4) to address such other issues as the Commission, or 

such association or exchange, determines appropriate. 

‘‘(b) DISCLOSURE.—The Commission, or upon the authorization 

and direction of the Commission, a registered securities association 

or national securities exchange, shall have adopted, not later than 

1 year after the date of enactment of this section, rules reasonably 

designed to require each securities analyst to disclose in public appearances, and each registered broker or dealer to disclose in each 

research report, as applicable, conflicts of interest that are known 

or should have been known by the securities analyst or the broker 

or dealer, to exist at the time of the appearance or the date of distribution of the report, including— ‘‘(1) the extent to which the securities analyst has debt or 

equity investments in the issuer that is the subject of the appearance or research report; ‘‘(2) whether any compensation has been received by the 

registered broker or dealer, or any affiliate thereof, including 

the securities analyst, from the issuer that is the subject of the 

appearance or research report, subject to such exemptions as the 

Commission may determine appropriate and necessary to prevent disclosure by virtue of this paragraph of material non-public information regarding specific potential future investment 

banking transactions of such issuer, as is appropriate in the 

public interest and consistent with the protection of investors; 

‘‘(3) whether an issuer, the securities of which are recommended in the appearance or research report, currently is, or 

during the 1-year period preceding the date of the appearance 

or date of distribution of the report has been, a client of the registered broker or dealer, and if so, stating the types of services 

provided to the issuer; 

‘‘(4) whether the securities analyst received compensation 

with respect to a research report, based upon (among any other 

factors) the investment banking revenues (either generally or 

specifically earned from the issuer being analyzed) of the registered broker or dealer; and 

‘‘(5) such other disclosures of conflicts of interest that are 

material to investors, research analysts, or the broker or dealer 

50

as the Commission, or such association or exchange, determines 

appropriate. 

‘‘(c) DEFINITIONS.—In this section—

‘‘(1) the term ‘securities analyst’ means any associated person of a registered broker or dealer that is principally responsible for, and any associated person who reports directly or indirectly to a securities analyst in connection with, the preparation of the substance of a research report, whether or not any 

such person has the job title of ‘securities analyst’; and 

‘‘(2) the term ‘research report’ means a written or electronic 

communication that includes an analysis of equity securities of 

individual companies or industries, and that provides information reasonably sufficient upon which to base an investment decision.’’. 

(b) ENFORCEMENT.—Section 21B(a) of the Securities Exchange 

Act of 1934 (15 U.S.C. 78u–2(a)) is amended by inserting ‘‘15D,’’ before ‘‘15B’’. 

(c) COMMISSION AUTHORITY.—The Commission may promulgate 

and amend its regulations, or direct a registered securities association or national securities exchange to promulgate and amend its 

rules, to carry out section 15D of the Securities Exchange Act of 

1934, as added by this section, as is necessary for the protection of 

investors and in the public interest. 

TITLE VI—COMMISSION RESOURCES 

AND AUTHORITY 

SEC. 601. AUTHORIZATION OF APPROPRIATIONS. 

Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 

78kk) is amended to read as follows: 

‘‘SEC. 35. AUTHORIZATION OF APPROPRIATIONS. 

‘‘In addition to any other funds authorized to be appropriated 

to the Commission, there are authorized to be appropriated to carry 

out the functions, powers, and duties of the Commission, 

$776,000,000 for fiscal year 2003, of which—

‘‘(1) $102,700,000 shall be available to fund additional 

compensation, including salaries and benefits, as authorized in 

the Investor and Capital Markets Fee Relief Act (Public Law 

107–123; 115 Stat. 2390 et seq.); 

‘‘(2) $108,400,000 shall be available for information technology, security enhancements, and recovery and mitigation activities in light of the terrorist attacks of September 11, 2001; 

and 

‘‘(3) $98,000,000 shall be available to add not fewer than 

an additional 200 qualified professionals to provide enhanced 

oversight of auditors and audit services required by the Federal 

securities laws, and to improve Commission investigative and 

disciplinary efforts with respect to such auditors and services, 

as well as for additional professional support staff necessary to 

strengthen the programs of the Commission involving Full Disclosure and Prevention and Suppression of Fraud, risk management, industry technology review, compliance, inspections, examinations, market regulation, and investment management.’’. 

51

SEC. 602. APPEARANCE AND PRACTICE BEFORE THE COMMISSION. 

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 

amended by inserting after section 4B the following: 

‘‘SEC. 4C. APPEARANCE AND PRACTICE BEFORE THE COMMISSION. 

‘‘(a) AUTHORITY TO CENSURE.—The Commission may censure 

any person, or deny, temporarily or permanently, to any person the 

privilege of appearing or practicing before the Commission in any 

way, if that person is found by the Commission, after notice and opportunity for hearing in the matter— ‘‘(1) not to possess the requisite qualifications to represent 

others; ‘‘(2) to be lacking in character or integrity, or to have engaged in unethical or improper professional conduct; or ‘‘(3) to have willfully violated, or willfully aided and abetted the violation of, any provision of the securities laws or the 

rules and regulations issued thereunder. 

‘‘(b) DEFINITION.—With respect to any registered public accounting firm or associated person, for purposes of this section, the term 

‘improper professional conduct’ means— ‘‘(1) intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional 

standards; and ‘‘(2) negligent conduct in the form of— ‘‘(A) a single instance of highly unreasonable conduct 

that results in a violation of applicable professional standards in circumstances in which the registered public accounting firm or associated person knows, or should know, 

that heightened scrutiny is warranted; or ‘‘(B) repeated instances of unreasonable conduct, each 

resulting in a violation of applicable professional standards, that indicate a lack of competence to practice before 

the Commission.’’. 

SEC. 603. FEDERAL COURT AUTHORITY TO IMPOSE PENNY STOCK 

BARS. 

(a) SECURITIES EXCHANGE ACT OF 1934.—Section 21(d) of the 

Securities Exchange Act of 1934 (15 U.S.C. 78u(d)), as amended by 

this Act, is amended by adding at the end the following: ‘‘(6) AUTHORITY OF A COURT TO PROHIBIT PERSONS FROM PAR- TICIPATING IN AN OFFERING OF PENNY STOCK.— ‘‘(A) IN GENERAL.—In any proceeding under paragraph (1) 

against any person participating in, or, at the time of the alleged misconduct who was participating in, an offering of 

penny stock, the court may prohibit that person from participating in an offering of penny stock, conditionally or unconditionally, and permanently or for such period of time as the 

court shall determine. ‘‘(B) DEFINITION.—For purposes of this paragraph, the term ‘person participating in an offering of penny stock’ includes any 

person engaging in activities with a broker, dealer, or issuer for 

purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of, any penny stock. The Commission 

may, by rule or regulation, define such term to include other activities, and may, by rule, regulation, or order, exempt any person or class of persons, in whole or in part, conditionally or unconditionally, from inclusion in such term.’’. 

52

(b) SECURITIES ACT OF 1933.—Section 20 of the Securities Act 

of 1933 (15 U.S.C. 77t) is amended by adding at the end the following: 

‘‘(g) AUTHORITY OF A COURT TO PROHIBIT PERSONS FROM PARTICIPATING IN AN OFFERING OF PENNY STOCK.—

‘‘(1) IN GENERAL.—In any proceeding under subsection (a) 

against any person participating in, or, at the time of the alleged misconduct, who was participating in, an offering of 

penny stock, the court may prohibit that person from participating in an offering of penny stock, conditionally or unconditionally, and permanently or for such period of time as the 

court shall determine. 

‘‘(2) DEFINITION.—For purposes of this subsection, the term 

‘person participating in an offering of penny stock’ includes any 

person engaging in activities with a broker, dealer, or issuer for 

purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of, any penny stock. The Commission 

may, by rule or regulation, define such term to include other activities, and may, by rule, regulation, or order, exempt any person or class of persons, in whole or in part, conditionally or unconditionally, from inclusion in such term.’’. 

SEC. 604. QUALIFICATIONS OF ASSOCIATED PERSONS OF BROKERS 

AND DEALERS. 

(a) BROKERS AND DEALERS.—Section 15(b)(4) of the Securities 

Exchange Act of 1934 (15 U.S.C. 78o) is amended—

(1) by striking subparagraph (F) and inserting the following:

‘‘(F) is subject to any order of the Commission barring or 

suspending the right of the person to be associated with a 

broker or dealer;’’; and 

(2) in subparagraph (G), by striking the period at the end 

and inserting the following: ‘‘; or 

‘‘(H) is subject to any final order of a State securities commission (or any agency or officer performing like functions), 

State authority that supervises or examines banks, savings associations, or credit unions, State insurance commission (or any 

agency or office performing like functions), an appropriate Federal banking agency (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q))), or the National Credit 

Union Administration, that—

‘‘(i) bars such person from association with an entity 

regulated by such commission, authority, agency, or officer, 

or from engaging in the business of securities, insurance, 

banking, savings association activities, or credit union activities; or 

‘‘(ii) constitutes a final order based on violations of any 

laws or regulations that prohibit fraudulent, manipulative, 

or deceptive conduct.’’.

(b) INVESTMENT ADVISERS.—Section 203(e) of the Investment 

Advisers Act of 1940 (15 U.S.C. 80b–3(e)) is amended—

(1) by striking paragraph (7) and inserting the following: 

‘‘(7) is subject to any order of the Commission barring or 

suspending the right of the person to be associated with an investment adviser;’’; 

53

(2) in paragraph (8), by striking the period at the end and 

inserting ‘‘; or’’; and 

(3) by adding at the end the following: 

‘‘(9) is subject to any final order of a State securities commission (or any agency or officer performing like functions), 

State authority that supervises or examines banks, savings associations, or credit unions, State insurance commission (or any 

agency or office performing like functions), an appropriate Federal banking agency (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q))), or the National Credit 

Union Administration, that— ‘‘(A) bars such person from association with an entity 

regulated by such commission, authority, agency, or officer, 

or from engaging in the business of securities, insurance, 

banking, savings association activities, or credit union activities; or ‘‘(B) constitutes a final order based on violations of any 

laws or regulations that prohibit fraudulent, manipulative, 

or deceptive conduct.’’. (c) CONFORMING AMENDMENTS.— (1) SECURITIES EXCHANGE ACT OF 1934.—The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended— (A) in section 3(a)(39)(F) (15 U.S.C. 78c(a)(39)(F))— (i) by striking ‘‘or (G)’’ and inserting ‘‘(H), or (G)’’; 

and 

(ii) by inserting ‘‘, or is subject to an order or finding,’’ before ‘‘enumerated’’; 

(B) in each of section 15(b)(6)(A)(i) (15 U.S.C. 

78o(b)(6)(A)(i)), paragraphs (2) and (4) of section 15B(c) (15 

U.S.C. 78o–4(c)), and subparagraphs (A) and (C) of section 

15C(c)(1) (15 U.S.C. 78o–5(c)(1))— (i) by striking ‘‘or (G)’’ each place that term appears and inserting ‘‘(H), or (G)’’; and 

(ii) by striking ‘‘or omission’’ each place that term 

appears, and inserting ‘‘, or is subject to an order or 

finding,’’; and 

(C) in each of paragraphs (3)(A) and (4)(C) of section 

17A(c) (15 U.S.C. 78q–1(c))— (i) by striking ‘‘or (G)’’ each place that term appears and inserting ‘‘(H), or (G)’’; and 

(ii) by inserting ‘‘, or is subject to an order or finding,’’ before ‘‘enumerated’’ each place that term appears. 

(2) INVESTMENT ADVISERS ACT OF 1940.—Section 203(f) of 

the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(f)) is 

amended—

(A) by striking ‘‘or (8)’’ and inserting ‘‘(8), or (9)’’; and 

(B) by inserting ‘‘or (3)’’ after ‘‘paragraph (2)’’. 

TITLE VII—STUDIES AND REPORTS 

SEC. 701. GAO STUDY AND REPORT REGARDING CONSOLIDATION OF 

PUBLIC ACCOUNTING FIRMS. 

(a) STUDY REQUIRED.—The Comptroller General of the United 

States shall conduct a study—

(1) to identify—

54

(A) the factors that have led to the consolidation of 

public accounting firms since 1989 and the consequent reduction in the number of firms capable of providing audit 

services to large national and multi-national business organizations that are subject to the securities laws; 

(B) the present and future impact of the condition described in subparagraph (A) on capital formation and securities markets, both domestic and international; and 

(C) solutions to any problems identified under subparagraph (B), including ways to increase competition and the 

number of firms capable of providing audit services to large 

national and multinational business organizations that are 

subject to the securities laws; 

(2) of the problems, if any, faced by business organizations 

that have resulted from limited competition among public accounting firms, including—

(A) higher costs; 

(B) lower quality of services; 

(C) impairment of auditor independence; or 

(D) lack of choice; and 

(3) whether and to what extent Federal or State regulations 

impede competition among public accounting firms. 

(b) CONSULTATION.—In planning and conducting the study 

under this section, the Comptroller General shall consult with—

(1) the Commission; 

(2) the regulatory agencies that perform functions similar to 

the Commission within the other member countries of the 

Group of Seven Industrialized Nations; 

(3) the Department of Justice; and 

(4) any other public or private sector organization that the 

Comptroller General considers appropriate. 

(c) REPORT REQUIRED.—Not later than 1 year after the date of 

enactment of this Act, the Comptroller General shall submit a report 

on the results of the study required by this section to the Committee 

on Banking, Housing, and Urban Affairs of the Senate and the 

Committee on Financial Services of the House of Representatives. 

SEC. 702. COMMISSION STUDY AND REPORT REGARDING CREDIT RATING AGENCIES. 

(a) STUDY REQUIRED.—

(1) IN GENERAL.—The Commission shall conduct a study of 

the role and function of credit rating agencies in the operation 

of the securities market. 

(2) AREAS OF CONSIDERATION.—The study required by this 

subsection shall examine—

(A) the role of credit rating agencies in the evaluation 

of issuers of securities; 

(B) the importance of that role to investors and the 

functioning of the securities markets; 

(C) any impediments to the accurate appraisal by credit rating agencies of the financial resources and risks of 

issuers of securities; 

(D) any barriers to entry into the business of acting as 

a credit rating agency, and any measures needed to remove 

such barriers;

55

(E) any measures which may be required to improve 

the dissemination of information concerning such resources 

and risks when credit rating agencies announce credit ratings; and 

(F) any conflicts of interest in the operation of credit 

rating agencies and measures to prevent such conflicts or 

ameliorate the consequences of such conflicts. 

(b) REPORT REQUIRED.—The Commission shall submit a report 

on the study required by subsection (a) to the President, the Committee on Financial Services of the House of Representatives, and 

the Committee on Banking, Housing, and Urban Affairs of the Senate not later than 180 days after the date of enactment of this Act.

SEC. 703. STUDY AND REPORT ON VIOLATORS AND VIOLATIONS. 

(a) STUDY.—The Commission shall conduct a study to determine, based upon information for the period from January 1, 1998, 

to December 31, 2001— (1) the number of securities professionals, defined as public 

accountants, public accounting firms, investment bankers, investment advisers, brokers, dealers, attorneys, and other securities professionals practicing before the Commission— (A) who have been found to have aided and abetted a 

violation of the Federal securities laws, including rules or 

regulations promulgated thereunder (collectively referred to 

in this section as ‘‘Federal securities laws’’), but who have 

not been sanctioned, disciplined, or otherwise penalized as 

a primary violator in any administrative action or civil 

proceeding, including in any settlement of such an action 

or proceeding (referred to in this section as ‘‘aiders and 

abettors’’); and 

(B) who have been found to have been primary violators of the Federal securities laws; 

(2) a description of the Federal securities laws violations 

committed by aiders and abettors and by primary violators, including—

(A) the specific provision of the Federal securities laws 

violated; 

(B) the specific sanctions and penalties imposed upon 

such aiders and abettors and primary violators, including 

the amount of any monetary penalties assessed upon and 

collected from such persons; 

(C) the occurrence of multiple violations by the same 

person or persons, either as an aider or abettor or as a primary violator; and 

(D) whether, as to each such violator, disciplinary 

sanctions have been imposed, including any censure, suspension, temporary bar, or permanent bar to practice before 

the Commission; and 

(3) the amount of disgorgement, restitution, or any other 

fines or payments that the Commission has assessed upon and 

collected from, aiders and abettors and from primary violators. 

(b) REPORT.—A report based upon the study conducted pursuant to subsection (a) shall be submitted to the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee 

on Financial Services of the House of Representatives not later than 

6 months after the date of enactment of this Act. 

56

SEC. 704. STUDY OF ENFORCEMENT ACTIONS. 

(a) STUDY REQUIRED.—The Commission shall review and analyze all enforcement actions by the Commission involving violations 

of reporting requirements imposed under the securities laws, and restatements of financial statements, over the 5-year period preceding 

the date of enactment of this Act, to identify areas of reporting that 

are most susceptible to fraud, inappropriate manipulation, or inappropriate earnings management, such as revenue recognition and 

the accounting treatment of off-balance sheet special purpose entities. 

(b) REPORT REQUIRED.—The Commission shall report its findings to the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban 

Affairs of the Senate, not later than 180 days after the date of enactment of this Act, and shall use such findings to revise its rules and 

regulations, as necessary. The report shall include a discussion of 

regulatory or legislative steps that are recommended or that may be 

necessary to address concerns identified in the study. 

SEC. 705. STUDY OF INVESTMENT BANKS. 

(a) GAO STUDY.—The Comptroller General of the United States 

shall conduct a study on whether investment banks and financial 

advisers assisted public companies in manipulating their earnings 

and obfuscating their true financial condition. The study should address the rule of investment banks and financial advisers— (1) in the collapse of the Enron Corporation, including with 

respect to the design and implementation of derivatives transactions, transactions involving special purpose vehicles, and 

other financial arrangements that may have had the effect of altering the company’s reported financial statements in ways that 

obscured the true financial picture of the company; 

(2) in the failure of Global Crossing, including with respect 

to transactions involving swaps of fiberoptic cable capacity, in 

the designing transactions that may have had the effect of altering the company’s reported financial statements in ways that 

obscured the true financial picture of the company; and 

(3) generally, in creating and marketing transactions which 

may have been designed solely to enable companies to manipulate revenue streams, obtain loans, or move liabilities off balance sheets without altering the economic and business risks 

faced by the companies or any other mechanism to obscure a 

company’s financial picture. 

(b) REPORT.—The Comptroller General shall report to Congress 

not later than 180 days after the date of enactment of this Act on 

the results of the study required by this section. The report shall include a discussion of regulatory or legislative steps that are recommended or that may be necessary to address concerns identified 

in the study.

TITLE VIII—CORPORATE AND CRIMINAL 

FRAUD ACCOUNTABILITY 

SEC. 801. SHORT TITLE. 

This title may be cited as the ‘‘Corporate and Criminal Fraud 

Accountability Act of 2002’’. 

57

SEC. 802. CRIMINAL PENALTIES FOR ALTERING DOCUMENTS. 

(a) IN GENERAL.—Chapter 73 of title 18, United States Code, is 

amended by adding at the end the following: 

‘‘§ 1519. Destruction, alteration, or falsification of records in 

Federal investigations and bankruptcy 

‘‘Whoever knowingly alters, destroys, mutilates, conceals, covers 

up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence the investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States or any case 

filed under title 11, or in relation to or contemplation of any such 

matter or case, shall be fined under this title, imprisoned not more 

than 20 years, or both. 

‘‘§ 1520. Destruction of corporate audit records 

‘‘(a)(1) Any accountant who conducts an audit of an issuer of 

securities to which section 10A(a) of the Securities Exchange Act of 

1934 (15 U.S.C. 78j–1(a)) applies, shall maintain all audit or review workpapers for a period of 5 years from the end of the fiscal 

period in which the audit or review was concluded. 

‘‘(2) The Securities and Exchange Commission shall promulgate, within 180 days, after adequate notice and an opportunity for 

comment, such rules and regulations, as are reasonably necessary, 

relating to the retention of relevant records such as workpapers, documents that form the basis of an audit or review, memoranda, correspondence, communications, other documents, and records (including electronic records) which are created, sent, or received in 

connection with an audit or review and contain conclusions, opinions, analyses, or financial data relating to such an audit or review, 

which is conducted by any accountant who conducts an audit of an 

issuer of securities to which section 10A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78j–1(a)) applies. The Commission 

may, from time to time, amend or supplement the rules and regulations that it is required to promulgate under this section, after adequate notice and an opportunity for comment, in order to ensure 

that such rules and regulations adequately comport with the purposes of this section. ‘‘(b) Whoever knowingly and willfully violates subsection (a)(1), 

or any rule or regulation promulgated by the Securities and Exchange Commission under subsection (a)(2), shall be fined under 

this title, imprisoned not more than 10 years, or both. ‘‘(c) Nothing in this section shall be deemed to diminish or relieve any person of any other duty or obligation imposed by Federal 

or State law or regulation to maintain, or refrain from destroying, 

any document.’’. (b) CLERICAL AMENDMENT.—The table of sections at the beginning of chapter 73 of title 18, United States Code, is amended by 

adding at the end the following new items:

‘‘1519. Destruction, alteration, or falsification of records in Federal investigations 

and bankruptcy. 

‘‘1520. Destruction of corporate audit records.’’.

SEC. 803. DEBTS NONDISCHARGEABLE IF INCURRED IN VIOLATION OF 

SECURITIES FRAUD LAWS. 

Section 523(a) of title 11, United States Code, is amended—

58

(1) in paragraph (17), by striking ‘‘or’’ after the semicolon; 

(2) in paragraph (18), by striking the period at the end and 

inserting ‘‘; or’’; and 

(3) by adding at the end, the following: 

‘‘(19) that— ‘‘(A) is for— ‘‘(i) the violation of any of the Federal securities 

laws (as that term is defined in section 3(a)(47) of the 

Securities Exchange Act of 1934), any of the State securities laws, or any regulation or order issued under 

such Federal or State securities laws; or ‘‘(ii) common law fraud, deceit, or manipulation in 

connection with the purchase or sale of any security; 

and 

‘‘(B) results from— ‘‘(i) any judgment, order, consent order, or decree 

entered in any Federal or State judicial or administrative proceeding; ‘‘(ii) any settlement agreement entered into by the 

debtor; or ‘‘(iii) any court or administrative order for any 

damages, fine, penalty, citation, restitutionary payment, disgorgement payment, attorney fee, cost, or 

other payment owed by the debtor.’’. 

SEC. 804. STATUTE OF LIMITATIONS FOR SECURITIES FRAUD. 

(a) IN GENERAL.—Section 1658 of title 28, United States Code, 

is amended— (1) by inserting ‘‘(a)’’ before ‘‘Except’’; and 

(2) by adding at the end the following: ‘‘(b) Notwithstanding subsection (a), a private right of action 

that involves a claim of fraud, deceit, manipulation, or contrivance 

in contravention of a regulatory requirement concerning the securities laws, as defined in section 3(a)(47) of the Securities Exchange 

Act of 1934 (15 U.S.C. 78c(a)(47)), may be brought not later than 

the earlier of— ‘‘(1) 2 years after the discovery of the facts constituting the 

violation; or ‘‘(2) 5 years after such violation.’’. (b) EFFECTIVE DATE.—The limitations period provided by section 1658(b) of title 28, United States Code, as added by this section, shall apply to all proceedings addressed by this section that 

are commenced on or after the date of enactment of this Act. 

(c) NO CREATION OF ACTIONS.—Nothing in this section shall 

create a new, private right of action. 

SEC. 805. REVIEW OF FEDERAL SENTENCING GUIDELINES FOR OBSTRUCTION OF JUSTICE AND EXTENSIVE CRIMINAL 

FRAUD. 

(a) ENHANCEMENT OF FRAUD AND OBSTRUCTION OF JUSTICE

SENTENCES.—Pursuant to section 994 of title 28, United States 

Code, and in accordance with this section, the United States Sentencing Commission shall review and amend, as appropriate, the 

Federal Sentencing Guidelines and related policy statements to ensure that—

(1) the base offense level and existing enhancements contained in United States Sentencing Guideline 2J1.2 relating to 

59

obstruction of justice are sufficient to deter and punish that activity; 

(2) the enhancements and specific offense characteristics relating to obstruction of justice are adequate in cases where— (A) the destruction, alteration, or fabrication of evidence involves— (i) a large amount of evidence, a large number of 

participants, or is otherwise extensive; 

(ii) the selection of evidence that is particularly 

probative or essential to the investigation; or 

(iii) more than minimal planning; or 

(B) the offense involved abuse of a special skill or a position of trust; 

(3) the guideline offense levels and enhancements for violations of section 1519 or 1520 of title 18, United States Code, as 

added by this title, are sufficient to deter and punish that activity; 

(4) a specific offense characteristic enhancing sentencing is 

provided under United States Sentencing Guideline 2B1.1 (as 

in effect on the date of enactment of this Act) for a fraud offense 

that endangers the solvency or financial security of a substantial number of victims; and 

(5) the guidelines that apply to organizations in United 

States Sentencing Guidelines, chapter 8, are sufficient to deter 

and punish organizational criminal misconduct. 

(b) EMERGENCY AUTHORITY AND DEADLINE FOR COMMISSION

ACTION.—The United States Sentencing Commission is requested to 

promulgate the guidelines or amendments provided for under this 

section as soon as practicable, and in any event not later than 180 

days after the date of enactment of this Act, in accordance with the 

prcedures set forth in section 219(a) of the Sentencing Reform Act 

of 1987, as though the authority under that Act had not expired. 

SEC. 806. PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES WHO PROVIDE EVIDENCE OF FRAUD. 

(a) IN GENERAL.—Chapter 73 of title 18, United States Code, is 

amended by inserting after section 1514 the following: 

‘‘§ 1514A. Civil action to protect against retaliation in fraud 

cases 

‘‘(a) WHISTLEBLOWER PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES.—No company with a class of securities 

registered under section 12 of the Securities Exchange Act of 1934 

(15 U.S.C. 78l), or that is required to file reports under section 15(d) 

of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)), or any officer, employee, contractor, subcontractor, or agent of such company, 

may discharge, demote, suspend, threaten, harass, or in any other 

manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by the employee—

‘‘(1) to provide information, cause information to be provided, or otherwise assist in an investigation regarding any 

conduct which the employee reasonably believes constitutes a 

violation of section 1341, 1343, 1344, or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders, 

60

when the information or assistance is provided to or the investigation is conducted by— ‘‘(A) a Federal regulatory or law enforcement agency;

‘‘(B) any Member of Congress or any committee of Congress; or ‘‘(C) a person with supervisory authority over the employee (or such other person working for the employer who 

has the authority to investigate, discover, or terminate misconduct); or 

‘‘(2) to file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed (with any 

knowledge of the employer) relating to an alleged violation of 

section 1341, 1343, 1344, or 1348, any rule or regulation of the 

Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders. 

‘‘(b) ENFORCEMENT ACTION.— ‘‘(1) IN GENERAL.—A person who alleges discharge or other 

discrimination by any person in violation of subsection (a) may 

seek relief under subsection (c), by— ‘‘(A) filing a complaint with the Secretary of Labor; or 

‘‘(B) if the Secretary has not issued a final decision 

within 180 days of the filing of the complaint and there is 

no showing that such delay is due to the bad faith of the 

claimant, bringing an action at law or equity for de novo 

review in the appropriate district court of the United 

States, which shall have jurisdiction over such an action 

without regard to the amount in controversy. 

‘‘(2) PROCEDURE.— ‘‘(A) IN GENERAL.—An action under paragraph (1)(A) 

shall be governed under the rules and procedures set forth 

in section 42121(b) of title 49, United States Code. ‘‘(B) EXCEPTION.—Notification made under section 

42121(b)(1) of title 49, United States Code, shall be made 

to the person named in the complaint and to the employer. ‘‘(C) BURDENS OF PROOF.—An action brought under 

paragraph (1)(B) shall be governed by the legal burdens of 

proof set forth in section 42121(b) of title 49, United States 

Code. ‘‘(D) STATUTE OF LIMITATIONS.—An action under paragraph (1) shall be commenced not later than 90 days after 

the date on which the violation occurs. ‘‘(c) REMEDIES.—

‘‘(1) IN GENERAL.—An employee prevailing in any action 

under subsection (b)(1) shall be entitled to all relief necessary 

to make the employee whole. 

‘‘(2) COMPENSATORY DAMAGES.—Relief for any action under 

paragraph (1) shall include—

‘‘(A) reinstatement with the same seniority status that 

the employee would have had, but for the discrimination; ‘‘(B) the amount of back pay, with interest; and 

‘‘(C) compensation for any special damages sustained 

as a result of the discrimination, including litigation costs, 

expert witness fees, and reasonable attorney fees. ‘‘(d) RIGHTS RETAINED BY EMPLOYEE.—Nothing in this section 

shall be deemed to diminish the rights, privileges, or remedies of 

61

any employee under any Federal or State law, or under any collective bargaining agreement.’’. 

(b) CLERICAL AMENDMENT.—The table of sections at the beginning of chapter 73 of title 18, United States Code, is amended by 

inserting after the item relating to section 1514 the following new 

item:

‘‘1514A. Civil action to protect against retaliation in fraud cases.’’.

SEC. 807. CRIMINAL PENALTIES FOR DEFRAUDING SHAREHOLDERS OF 

PUBLICLY TRADED COMPANIES. 

(a) IN GENERAL.—Chapter 63 of title 18, United States Code, is 

amended by adding at the end the following: 

‘‘§ 1348. Securities fraud 

‘‘Whoever knowingly executes, or attempts to execute, a scheme 

or artifice—

‘‘(1) to defraud any person in connection with any security 

of an issuer with a class of securities registered under section 

12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l) or 

that is required to file reports under section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)); or 

‘‘(2) to obtain, by means of false or fraudulent pretenses, 

representations, or promises, any money or property in connection with the purchase or sale of any security of an issuer with 

a class of securities registered under section 12 of the Securities 

Exchange Act of 1934 (15 U.S.C. 78l) or that is required to file 

reports under section 15(d) of the Securities Exchange Act of 

1934 (15 U.S.C. 78o(d)); 

shall be fined under this title, or imprisoned not more than 25 

years, or both.’’. 

(b) CLERICAL AMENDMENT.—The table of sections at the beginning of chapter 63 of title 18, United States Code, is amended by 

adding at the end the following new item:

‘‘1348. Securities fraud.’’.

TITLE IX—WHITE-COLLAR CRIME 

PENALTY ENHANCEMENTS 

SEC. 901. SHORT TITLE. 

This title may be cited as the ‘‘White-Collar Crime Penalty Enhancement Act of 2002’’. 

SEC. 902. ATTEMPTS AND CONSPIRACIES TO COMMIT CRIMINAL 

FRAUD OFFENSES. 

(a) IN GENERAL.—Chapter 63 of title 18, United States Code, is 

amended by inserting after section 1348 as added by this Act the 

following: 

‘‘§ 1349. Attempt and conspiracy 

‘‘Any person who attempts or conspires to commit any offense 

under this chapter shall be subject to the same penalties as those 

prescribed for the offense, the commission of which was the object 

of the attempt or conspiracy. 

62

(b) CLERICAL AMENDMENT.—The table of sections at the beginning of chapter 63 of title 18, United States Code, is amended by 

adding at the end the following new item:

‘‘1349. Attempt and conspiracy.’’.

SEC. 903. CRIMINAL PENALTIES FOR MAIL AND WIRE FRAUD. 

(a) MAIL FRAUD.—Section 1341 of title 18, United States Code, 

is amended by striking ‘‘five’’ and inserting ‘‘20’’. 

(b) WIRE FRAUD.—Section 1343 of title 18, United States Code, 

is amended by striking ‘‘five’’ and inserting ‘‘20’’. 

SEC. 904. CRIMINAL PENALTIES FOR VIOLATIONS OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974. 

Section 501 of the Employee Retirement Income Security Act of 

1974 (29 U.S.C. 1131) is amended—

(1) by striking ‘‘$5,000’’ and inserting ‘‘$100,000’’; 

(2) by striking ‘‘one year’’ and inserting ‘‘10 years’’; and 

(3) by striking ‘‘$100,000’’ and inserting ‘‘$500,000’’. 

SEC. 905. AMENDMENT TO SENTENCING GUIDELINES RELATING TO 

CERTAIN WHITE-COLLAR OFFENSES. 

(a) DIRECTIVE TO THE UNITED STATES SENTENCING COMMISSION.—Pursuant to its authority under section 994(p) of title 18, 

United States Code, and in accordance with this section, the United 

States Sentencing Commission shall review and, as appropriate, 

amend the Federal Sentencing Guidelines and related policy statements to implement the provisions of this Act. 

(b) REQUIREMENTS.—In carrying out this section, the Sentencing Commission shall—

(1) ensure that the sentencing guidelines and policy statements reflect the serious nature of the offenses and the penalties 

set forth in this Act, the growing incidence of serious fraud offenses which are identified above, and the need to modify the 

sentencing guidelines and policy statements to deter, prevent, 

and punish such offenses; 

(2) consider the extent to which the guidelines and policy 

statements adequately address whether the guideline offense 

levels and enhancements for violations of the sections amended 

by this Act are sufficient to deter and punish such offenses, and 

specifically, are adequate in view of the statutory increases in 

penalties contained in this Act; 

(3) assure reasonable consistency with other relevant directives and sentencing guidelines; 

(4) account for any additional aggravating or mitigating 

circumstances that might justify exceptions to the generally applicable sentencing ranges; 

(5) make any necessary conforming changes to the sentencing guidelines; and 

(6) assure that the guidelines adequately meet the purposes 

of sentencing, as set forth in section 3553(a)(2) of title 18, 

United States Code. 

(c) EMERGENCY AUTHORITY AND DEADLINE FOR COMMISSION

ACTION.—The United States Sentencing Commission is requested to 

promulgate the guidelines or amendments provided for under this 

section as soon as practicable, and in any event not later than 180 

days after the date of enactment of this Act, in accordance with the 

63

procedures set forth in section 219(a) of the Sentencing Reform Act 

of 1987, as though the authority under that Act had not expired. 

SEC. 906. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS. 

(a) IN GENERAL.—Chapter 63 of title 18, United States Code, is 

amended by inserting after section 1349, as created by this Act, the 

following: 

‘‘§ 1350. Failure of corporate officers to certify financial reports 

(a) CERTIFICATION OF PERIODIC FINANCIAL REPORTS.—Each 

periodic report containing financial statements filed by an issuer 

with the Securities Exchange Commission pursuant to section 13(a) 

or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) 

or 78o(d)) shall be accompanied by a written statement by the chief 

executive officer and chief financial officer (or equivalent thereof) of 

the issuer. 

‘‘(b) CONTENT.—The statement required under subsection (a) 

shall certify that the periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) 

of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) 

and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of 

operations of the issuer. 

‘‘(c) CRIMINAL PENALTIES.—Whoever—

‘‘(1) certifies any statement as set forth in subsections (a) 

and (b) of this section knowing that the periodic report accompanying the statement does not comport with all the requirements set forth in this section shall be fined not more than 

$1,000,000 or imprisoned not more than 10 years, or both; or 

‘‘(2) willfully certifies any statement as set forth in subsections (a) and (b) of this section knowing that the periodic report accompanying the statement does not comport with all the 

requirements set forth in this section shall be fined not more 

than $5,000,000, or imprisoned not more than 20 years, or 

both.’’. 

(b) CLERICAL AMENDMENT.—The table of sections at the beginning of chapter 63 of title 18, United States Code, is amended by 

adding at the end the following:

‘‘1350. Failure of corporate officers to certify financial reports.’’.

TITLE X—CORPORATE TAX RETURNS 

SEC. 1001. SENSE OF THE SENATE REGARDING THE SIGNING OF CORPORATE TAX RETURNS BY CHIEF EXECUTIVE OFFICERS. 

It is the sense of the Senate that the Federal income tax return 

of a corporation should be signed by the chief executive officer of 

such corporation.

64

TITLE XI—CORPORATE FRAUD 

ACCOUNTABILITY 

SEC. 1101. SHORT TITLE. 

This title may be cited as the ‘‘Corporate Fraud Accountability 

Act of 2002’’. 

SEC. 1102. TAMPERING WITH A RECORD OR OTHERWISE IMPEDING AN 

OFFICIAL PROCEEDING. 

Section 1512 of title 18, United States Code, is amended— (1) by redesignating subsections (c) through (i) as subsections (d) through (j), respectively; and 

(2) by inserting after subsection (b) the following new subsection: 

‘‘(c) Whoever corruptly— ‘‘(1) alters, destroys, mutilates, or conceals a record, document, or other object, or attempts to do so, with the intent to 

impair the object’s integrity or availability for use in an official 

proceeding; or ‘‘(2) otherwise obstructs, influences, or impedes any official 

proceeding, or attempts to do so, 

shall be fined under this title or imprisoned not more than 20 years, 

or both.’’. 

SEC. 1103. TEMPORARY FREEZE AUTHORITY FOR THE SECURITIES AND 

EXCHANGE COMMISSION. 

(a) IN GENERAL.—Section 21C(c) of the Securities Exchange Act 

of 1934 (15 U.S.C. 78u–3(c)) is amended by adding at the end the 

following: ‘‘(3) TEMPORARY FREEZE.— ‘‘(A) IN GENERAL.— ‘‘(i) ISSUANCE OF TEMPORARY ORDER.—Whenever, 

during the course of a lawful investigation involving 

possible violations of the Federal securities laws by an 

issuer of publicly traded securities or any of its directors, officers, partners, controlling persons, agents, or 

employees, it shall appear to the Commission that it is 

likely that the issuer will make extraordinary payments 

(whether compensation or otherwise) to any of the foregoing persons, the Commission may petition a Federal 

district court for a temporary order requiring the issuer 

to escrow, subject to court supervision, those payments 

in an interest-bearing account for 45 days. ‘‘(ii) STANDARD.—A temporary order shall be entered under clause (i), only after notice and opportunity 

for a hearing, unless the court determines that notice 

and hearing prior to entry of the order would be impracticable or contrary to the public interest. ‘‘(iii) EFFECTIVE PERIOD.—A temporary order 

issued under clause (i) shall— ‘‘(I) become effective immediately; 

‘‘(II) be served upon the parties subject to it; 

and ‘‘(III) unless set aside, limited or suspended by 

a court of competent jurisdiction, shall remain effective and enforceable for 45 days. 

65

‘‘(iv) EXTENSIONS AUTHORIZED.—The effective period of an order under this subparagraph may be extended by the court upon good cause shown for not 

longer than 45 additional days, provided that the combined period of the order shall not exceed 90 days. 

‘‘(B) PROCESS ON DETERMINATION OF VIOLATIONS.— ‘‘(i) VIOLATIONS CHARGED.—If the issuer or other 

person described in subparagraph (A) is charged with 

any violation of the Federal securities laws before the 

expiration of the effective period of a temporary order 

under subparagraph (A) (including any applicable extension period), the order shall remain in effect, subject 

to court approval, until the conclusion of any legal proceedings related thereto, and the affected issuer or 

other person, shall have the right to petition the court 

for review of the order. ‘‘(ii) VIOLATIONS NOT CHARGED.—If the issuer or 

other person described in subparagraph (A) is not 

charged with any violation of the Federal securities 

laws before the expiration of the effective period of a 

temporary order under subparagraph (A) (including 

any applicable extension period), the escrow shall terminate at the expiration of the 45-day effective period 

(or the expiration of any extension period, as applicable), and the disputed payments (with accrued interest) 

shall be returned to the issuer or other affected person.’’. (b) TECHNICAL AMENDMENT.—Section 21C(c)(2) of the Securities 

Exchange Act of 1934 (15 U.S.C. 78u–3(c)(2)) is amended by striking ‘‘This’’ and inserting ‘‘paragraph (1)’’. 

SEC. 1104. AMENDMENT TO THE FEDERAL SENTENCING GUIDELINES. 

(a) REQUEST FOR IMMEDIATE CONSIDERATION BY THE UNITED

STATES SENTENCING COMMISSION.—Pursuant to its authority under 

section 994(p) of title 28, United States Code, and in accordance 

with this section, the United States Sentencing Commission is requested to—

(1) promptly review the sentencing guidelines applicable to 

securities and accounting fraud and related offenses; 

(2) expeditiously consider the promulgation of new sentencing guidelines or amendments to existing sentencing guidelines to provide an enhancement for officers or directors of publicly traded corporations who commit fraud and related offenses; and 

(3) submit to Congress an explanation of actions taken by 

the Sentencing Commission pursuant to paragraph (2) and any 

additional policy recommendations the Sentencing Commission 

may have for combating offenses described in paragraph (1). 

(b) CONSIDERATIONS IN REVIEW.—In carrying out this section, 

the Sentencing Commission is requested to—

(1) ensure that the sentencing guidelines and policy statements reflect the serious nature of securities, pension, and accounting fraud and the need for aggressive and appropriate law 

enforcement action to prevent such offenses; 

(2) assure reasonable consistency with other relevant directives and with other guidelines; 

66

(3) account for any aggravating or mitigating circumstances that might justify exceptions, including circumstances for which the sentencing guidelines currently provide sentencing enhancements; 

(4) ensure that guideline offense levels and enhancements 

for an obstruction of justice offense are adequate in cases where 

documents or other physical evidence are actually destroyed or 

fabricated; 

(5) ensure that the guideline offense levels and enhancements under United States Sentencing Guideline 2B1.1 (as in 

effect on the date of enactment of this Act) are sufficient for a 

fraud offense when the number of victims adversely involved is 

significantly greater than 50; 

(6) make any necessary conforming changes to the sentencing guidelines; and 

(7) assure that the guidelines adequately meet the purposes 

of sentencing as set forth in section 3553(a)(2) of title 18, United 

States Code. 

(c) EMERGENCY AUTHORITY AND DEADLINE FOR COMMISSION

ACTION.—The United States Sentencing Commission is requested to 

promulgate the guidelines or amendments provided for under this 

section as soon as practicable, and in any event not later than the 

180 days after the date of enactment of this Act, in accordance with 

the procedures sent forth in section 21(a) of the Sentencing Reform 

Act of 1987, as though the authority under that Act had not expired. 

SEC. 1105. AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS 

FROM SERVING AS OFFICERS OR DIRECTORS. 

(a) SECURITIES EXCHANGE ACT OF 1934.—Section 21C of the 

Securities Exchange Act of 1934 (15 U.S.C. 78u–3) is amended by 

adding at the end the following: ‘‘(f) AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS

FROM SERVING AS OFFICERS OR DIRECTORS.—In any cease-and-desist proceeding under subsection (a), the Commission may issue an 

order to prohibit, conditionally or unconditionally, and permanently 

or for such period of time as it shall determine, any person who has 

violated section 10(b) or the rules or regulations thereunder, from 

acting as an officer or director of any issuer that has a class of securities registered pursuant to section 12, or that is required to file reports pursuant to section 15(d), if the conduct of that person demonstrates unfitness to serve as an officer or director of any such 

issuer.’’. 

(b) SECURITIES ACT OF 1933.—Section 8A of the Securities Act 

of 1933 (15 U.S.C. 77h–1) is amended by adding at the end of the 

following: 

‘‘(f) AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS

FROM SERVING AS OFFICERS OR DIRECTORS.—In any cease-and-desist proceeding under subsection (a), the Commission may issue an 

order to prohibit, conditionally or unconditionally, and permanently 

or for such period of time as it shall determine, any person who has 

violated section 17(a)(1) or the rules or regulations thereunder, from 

acting as an officer or director of any issuer that has a class of securities registered pursuant to section 12 of the Securities Exchange 

Act of 1934, or that is required to file reports pursuant to section 

15(d) of that Act, if the conduct of that person demonstrates 

unfitness to serve as an officer or director of any such issuer.’’. 

67

SEC. 1106. INCREASED CRIMINAL PENALTIES UNDER SECURITIES EXCHANGE ACT OF 1934. 

Section 32(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

78ff(a)) is amended—

(1) by striking ‘‘$1,000,000, or imprisoned not more than 10 

years’’ and inserting ‘‘$5,000,000, or imprisoned not more than 

20 years’’; and 

(2) by striking ‘‘$2,500,000’’ and inserting ‘‘$25,000,000’’. 

SEC. 1107. RETALIATION AGAINST INFORMANTS. 

(a) IN GENERAL.—Section 1513 of title 18, United States Code, 

is amended by adding at the end the following: 

‘‘(e) Whoever knowingly, with the intent to retaliate, takes any 

action harmful to any person, including interference with the lawful 

employment or livelihood of any person, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any Federal offense, shall be fined 

under this title or imprisoned not more than 10 years, or both.’’.

And the Senate agree to the same.

From the Committee on Financial Services, for consideration of the House bill and the Senate amendments, and 

modifications committed to conference: 

MICHAEL G. OXLEY, 

RICHARD H. BAKER, 

ED ROYCE, 

ROBERT W. NEY, 

SUE W. KELLY, 

CHRIS COX, 

JOHN J. LAFALCE, 

BARNEY FRANK, 

PAUL E. KANJORSKI, 

MAXINE WATERS, 

Provided that Mr. Shows is appointed in lieu of Ms. Waters for consideration of section 11 of the House bill and 

section 305 of the Senate amendment, and modifications 

committed to conference: 

RONNIE SHOWS, 

From the Committee on Education and the Workforce, for 

consideration of sections 306 and 904 of the Senate amendment, and modifications committed to conference: 

JOHN BOEHNER, 

SAM JOHNSON, 

GEORGE MILLER, 

From the Committee on Energy and Commerce, for consideration of sections 108 and 109 of the Senate amendment, 

and modifications committed to conference: 

BILLY TAUZIN, 

JAMES GREENWOOD, 

JOHN D. DINGELL, 

From the Committee on the Judiciary, for consideration of 

section 105 and titles VIII and IX of the Senate amendment, and modifications committed to conference: 

F. JAMES SENSENBRENNER, 

LAMAR SMITH, 

JOHN CONYERS, 

68

From the Committee on Ways and Means, for consideration of section 109 of the Senate amendment, and modifications committed to conference: 

WILLIAM THOMAS, JIM MCCRERY, CHARLES B. RANGEL, Managers on the Part of the House.

PAUL SARBANES, 

CHRISTOPHER DODD, 

TIM JOHNSON, 

JACK REED, 

PATRICK J. LEAHY, 

RICHARD C. SHELBY, 

ROBERT F. BENNETT, 

MICHAEL B. ENZI, 

Managers on the Part of the Senate.

(69)

JOINT EXPLANATORY STATEMENT OF THE COMMITTEE OF 

CONFERENCE 

The managers on the part of the House and the Senate at the 

conference on the disagreeing votes of the two Houses on the 

amendment of the Senate to the bill (H.R. 3763), to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes, 

submit the following joint statement to the House and the Senate 

in explanation of the effect of the action agreed upon by the managers and recommended in the accompanying conference report: 

The Senate amendment struck all of the House bill after the 

enacting clause and inserted a substitute text. 

The House recedes from its disagreement to the amendment of 

the Senate with an amendment that is a substitute for the House 

bill and the Senate amendment. The differences between the House 

bill, the Senate amendment, and the substitute agreed to in conference are noted below, except for clerical corrections, conforming 

changes made necessary by agreements reached by the conferees, 

and minor drafting and clerical changes. 

The Managers on the part of the House and the Senate met 

on July 19 and July 24, 2002 (the House chairing), and reconciled 

the differences between the House bill and the Senate amendment.

From the Committee on Financial Services, for consideration of the House bill and the Senate amendments, and 

modifications committed to conference: 

MICHAEL G. OXLEY, 

RICHARD H. BAKER, 

ED ROYCE, 

ROBERT W. NEY, 

SUE W. KELLY, 

CHRIS COX, 

JOHN J. LAFALCE, 

BARNEY FRANK, 

PAUL E. KANJORSKI, 

MAXINE WATERS, 

Provided that Mr. Shows is appointed in lieu of Ms. Waters for consideration of section 11 of the House bill and 

section 305 of the Senate amendment, and modifications 

committed to conference: 

RONNIE SHOWS, 

From the Committee on Education and the Workforce, for 

consideration of sections 306 and 904 of the Senate amendment, and modifications committed to conference: 

JOHN BOEHNER, 

SAM JOHNSON, 

GEORGE MILLER, 

70

From the Committee on Energy and Commerce, for consideration of sections 108 and 109 of the Senate amendment, 

and modifications committed to conference: 

BILLY TAUZIN, JAMES GREENWOOD, JOHN D. DINGELL, From the Committee on the Judiciary, for consideration of 

section 105 and titles VIII and IX of the Senate amendment, and modifications committed to conference: 

F. JAMES SENSENBRENNER, LAMAR SMITH, JOHN CONYERS, From the Committee on Ways and Means, for consideration of section 109 of the Senate amendment, and modifications committed to conference: 

WILLIAM THOMAS, JIM MCCRERY, CHARLES B. RANGEL, Managers on the Part of the House.

PAUL SARBANES, 

CHRISTOPHER DODD, 

TIM JOHNSON, 

JACK REED, 

PATRICK J. LEAHY, 

RICHARD C. SHELBY, 

ROBERT F. BENNETT, 

MICHAEL B. ENZI, 

Managers on the Part of the Senate.

Æ