II 

118TH CONGRESS 

1ST SESSION S. 3494 

To amend the Sarbanes-Oxley Act of 2002 to provide for disclosure regarding 

foreign jurisdictions that hinder inspections, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

DECEMBER 13, 2023 

Mr. RUBIO (for himself, Mr. SCOTT of Florida, and Mr. HAGERTY) introduced 

the following bill; which was read twice and referred to the Committee 

on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Sarbanes-Oxley Act of 2002 to provide for 

disclosure regarding foreign jurisdictions that hinder inspections, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Trusted Foreign Au5 diting Act of 2023’’. 

6 SEC. 2. INSPECTION OF REGISTERED PUBLIC ACCOUNTING 

7 FIRMS. 

8 Section 104(i) of the Sarbanes-Oxley Act of 2002 (15 

9 U.S.C. 7214(i)) is amended— 

2 

•S 3494 IS

1 (1) in paragraph (1)— 

2 (A) by redesignating subparagraphs (A) 

3 and (B) as subparagraphs (C) and (D), respec4 tively; and 

5 (B) by inserting before subparagraph (C), 

6 as so redesignated, the following: 

7 ‘‘(A) the term ‘compromised auditor’ 

8 means, with respect to a registered public ac9 counting firm, an independent branch or office 

10 of that firm (or a subsidiary of such a branch 

11 or office) that— 

12 ‘‘(i) is subject to the jurisdiction and 

13 laws of the government of a covered coun14 try; 

15 ‘‘(ii) is directly or indirectly con16 trolled, directed, or materially influenced 

17 by a covered country; 

18 ‘‘(iii) has a manager or owner, or con19 ducts any operation, that is subject to the 

20 direct influence of a covered country; or 

21 ‘‘(iv) has entered into any arrange22 ment, agreement, or relationship with the 

23 government or political party of a covered 

24 country that could compromise the objec25 tivity, integrity, or independence of the 

3 

•S 3494 IS

1 branch, office, or subsidiary in performing 

2 auditing or attestation services; 

3 ‘‘(B) the term ‘covered country’ means— 

4 ‘‘(i) any country (including any spe5 cial administrative region of such country) 

6 identified as a threat to the national secu7 rity of the United States in the most re8 cent report submitted to Congress by the 

9 Director of National Intelligence pursuant 

10 to section 108B of the National Security 

11 Act of 1947 (50 U.S.C. 3043b) (commonly 

12 referred to as the ‘Annual Threat Assess13 ment’); or 

14 ‘‘(ii) any covered nation (as defined in 

15 section 4872(d)(2) of title 10, United 

16 States Code);’’; 

17 (2) in paragraph (2)(A)— 

18 (A) in the matter preceding clause (i), by 

19 striking ‘‘paragraph (1)(A)’’ and inserting 

20 ‘‘paragraph (1)(C)’’; and 

21 (B) in clause (ii), by inserting ‘‘is a com22 promised auditor that’’ before ‘‘the Board is 

23 unable’’; and 

24 (3) by adding at the end the following: 

4 

•S 3494 IS

1 ‘‘(5) TRADING PROHIBITION.—If a covered 

2 issuer that is headquartered in a country of concern 

3 retains a compromised auditor to prepare an audit 

4 report described in paragraph (2)(A) for the covered 

5 issuer, the trading prohibition described in para6 graph (3) shall apply to the covered issuer.’’. 

7 SEC. 3. PUBLIC HEARINGS. 

8 Section 105(c) of the Sarbanes-Oxley Act of 2002 (15 

9 U.S.C. 7215(c)) is amended by striking paragraph (2) and 

10 inserting the following: 

11 ‘‘(2) PUBLIC HEARINGS.— 

12 ‘‘(A) DEFINITIONS.—In this paragraph, 

13 the terms ‘compromised auditor’ and ‘covered 

14 issuer’ have the meanings given those terms in 

15 section 104(i)(1). 

16 ‘‘(B) CONDITIONS.—Hearings under this 

17 section shall not be public, unless— 

18 ‘‘(i) a compromised auditor retained 

19 by a covered issuer is a party to the hear20 ing; or 

21 ‘‘(ii) otherwise ordered by the Board 

22 for good cause shown, with the consent of 

23 the parties to such hearing.’’. 

Æ