Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29005 

[FR Doc. E9–14288 Filed 6–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60108; File No. PCAOB– 

2008–05] 

Public Company Accounting Oversight 

Board; Notice of Filing of Proposed 

Rules on Succeeding to the 

Registration Status of a Predecessor 

Firm 

June 12, 2009. 

Pursuant to Section 107(b) of the 

Sarbanes-Oxley Act of 2002 (the ‘‘Act’’), 

notice is hereby given that on August 4, 

2008, the Public Company Accounting 

Oversight Board (the ‘‘Board’’ or the 

‘‘PCAOB’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’ or ‘‘SEC’’) the proposed 

rules described in Items I and II below, 

which items have been prepared by the 

Board. The Commission is publishing 

this notice to solicit comments on the 

proposed rules from interested persons. 

I. Board’s Statement of the Terms of 

Substance of the Proposed Rules 

On July 29, 2008, the Board adopted 

rules and a form related to succeeding 

to the registration status of a 

predecessor firm. New PCAOB Rules 

2108–2109 and the instructions to a new 

form, Form 4, are set out below. 

Section 2. Registration and Reporting 

Part 1—Registration of Public 

Accounting Firms 

* * * * * 

2108. Succeeding to the Registration 

Status of a Predecessor 

(a) In the event that a registered 

public accounting firm changes its form 

of organization or changes the 

jurisdiction under the law of which it is 

organized, in circumstances that do not 

involve an acquisition or combination 

as described in paragraph (b) of this 

Rule, the entity in its new form shall 

succeed to the registration status of the 

predecessor if the new entity is a public 

accounting firm and files a Form 4 in 

accordance with Rule 2109. 

(b) In the event that a registered 

public accounting firm is acquired by an 

entity that is not a registered public 

accounting firm, or combines with any 

other entity or entities to form a new 

legal entity— 

(1) If the acquiring entity or the new 

entity is a public accounting firm that 

files a Form 4 in accordance with Rule 

2109, and the answer provided to each 

subpart of Item 3.2.e of that Form 4 is 

‘‘no,’’ that entity shall succeed to the 

registration status of the registered firm; 

(2) If the acquiring entity or the new 

entity is a public accounting firm that 

files a Form 4 in accordance with Rule 

2109, and the answer provided to any 

subpart of Item 3.2.e of that Form 4 is 

other than ‘‘no,’’ that entity shall not 

succeed to the registration status of the 

registered firm; provided, however, that 

if that entity represents on Form 4 that 

it has filed, or that it intends to file 

within 45 days of the effective date of 

the acquisition or combination, an 

application for registration on Form 1, 

then— 

(i) Subject to the qualifications in 

subparagraphs (ii), (iii), and (iv), that 

entity shall temporarily succeed to the 

registration status of the registered firm 

for a transitional period, but that 

registration will cease to be effective on 

the earlier of the date that the entity’s 

application on Form 1 is approved or 

the date that is 91 days after the 

effective date of the acquisition or 

combination as reported on Form 4; 

(ii) Subject to the qualifications in 

subparagraphs (iii) and (iv), if the 

acquisition or combination took effect 

before the effective date of this rule, that 

entity shall temporarily succeed to the 

registration status of the registered firm 

for a transitional period, but that 

registration will cease to be effective on 

the earlier of the date that the entity’s 

application on Form 1 is approved or 

the date that is 91 days after the 

effective date of this rule; 

(iii) if the Board requests additional 

information from the entity pursuant to 

Rule 2106(c) with less than 60 days 

remaining in the original transitional 

period, the entity’s temporary 

succession to registration status shall 

continue to the date that is 60 days after 

the date of the Board’s request; and 

(iv) If, after the original transition 

period has been extended pursuant to 

subparagraph (iii), the Board makes any 

further requests for additional 

information from the entity pursuant to 

Rule 2106(c), the Board may in its 

discretion extend the temporary 

succession to registration status for such 

finite period as the Board shall specify. 

(c) Subject to paragraph (d) of this 

rule, a public accounting firm that 

results from events described in 

paragraphs (a) or (b) of this rule shall 

not, in the absence of compliance with 

the provisions of Rule 2109, succeed to 

the registration status of a predecessor 

registered public accounting firm. 

(d) Notwithstanding paragraph (c) of 

this rule, if a public accounting firm’s 

failure to comply with the provisions of 

Rule 2109 is solely a failure concerning 

the timeliness of the submission, the 

firm may request leave to file Form 4 

out of time by indicating and supporting 

that request in accordance with the 

instructions to the form. The Board will 

evaluate any such request in light of the 

relevant facts and circumstances and the 

public interest and may, in its 

discretion, grant or deny the request. If 

the Board grants leave to file the form 

out of time, the Form 4 shall be deemed 

filed and the provisions of paragraphs 

(a) and (b) shall apply as if the Form 4 

had been timely filed. A Form 4 that has 

been submitted out of time may be 

withdrawn by the firm at any time 

before the Board has approved or 

disapproved the request for leave to file 

out of time. 

2109. Procedure for Succeeding to the 

Registration Status of a Predecessor 

(a) A public accounting firm seeking 

to succeed to the registration status of a 

predecessor registered public 

accounting firm pursuant to the 

provisions of Rule 2108 must do so by 

filing a Form 4— 

(1) No later than the 14th day after the 

change or business combination takes 

effect, if the change or business 

combination takes effect on or after 

[insert effective date of this rule]; or 

(2) No later than [insert date 14 days 

after effective date of this rule], if the 

change or business combination took 

effect before [insert effective date of this 

rule]. 

(b) A public accounting firm filing a 

Form 4 must do so by filing the Form 

4 in accordance with the instructions to 

that form. Unless directed otherwise by 

the Board, a public accounting firm 

filing a Form 4 must file the Form 4 and 

exhibits thereto electronically with the 

Board through the Board’s Web-based 

system. 

(c) A Form 4 shall be deemed to be 

filed on the date that the public 

accounting firm submits a Form 4 in 

accordance with Rule 2109(b) that 

includes the signed certification 

required in Part V of Form 4, provided, 

however, that any report so submitted 

after the applicable deadline as 

prescribed in paragraph (a) of this rule, 

shall not be deemed filed unless and 

until the Board, pursuant to Rule 

2108(d), grants leave to file the Form 4 

out of time. 

(d) The provisions of Rule 2204 

concerning signatures, shall apply to 

each signature required by Form 4 as if 

it were a signature to a report on Form 

3. Rule 2205 concerning amendments, 

and Rule 2207 concerning assertions of 

conflicts with non-U.S. laws, shall 

apply to any submission on Form 4 as 

if the submission were a report on Form. 

29006 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

Form 4—Succeeding to Registration 

Status of Predecessor 

General Instructions 

1. Purpose of This Form. Effective 

[insert effective date of Rule 2109], this 

Form must be used to submit 

information, representations, and 

affirmations to the Board, pursuant to 

Rule 2109, by a public accounting firm 

that seeks to succeed to the registration 

status of a predecessor firm in 

circumstances described in Rule 2108. 

2. Defined Terms. The definitions in 

the Board’s rules apply to this Form. 

Italicized terms in the instructions to 

this Form are defined in the Board’s 

rules. In addition, as used in the 

instructions to this Form, the term ‘‘the 

Firm’’ means the public accounting firm 

that is submitting this Form to the 

Board, and the term ‘‘the predecessor 

firm’’ means the registered public 

accounting firm identified in Item 1.1.a 

of the Form. 

3. Submission of this Form. Unless 

otherwise directed by the Board, the 

Firm must submit this Form, and all 

exhibits to this Form, to the Board 

electronically by completing the Webbased version of this Form available on 

the Board’s Web site. The Firm must use 

the predecessor firm’s user ID and 

password to access the system and 

submit the Form. In the event of a 

transaction involving the combination 

of multiple registered public accounting 

firms, the Firm must access the system 

using only the user ID and password of 

the firm specifically identified in Item 

1.1.a, and not those of any other 

registered public accounting firm. 

4. When This Form Should Be 

Submitted and When It Is Considered 

Filed. To succeed to the registration 

status of the predecessor firm pursuant 

to the provisions of Rule 2108(a) or (b), 

the Firm must provide the information 

and representations required by this 

Form, in accordance with the 

instructions to this Form, and must file 

the Form no later than the 14th day after 

the effective date of the change in form 

of organization, change in jurisdiction of 

organization, or business combination. 

Different timing requirements apply 

with respect to events that occurred 

before [insert effective date of Rule 

2109]. See Rule 2109(a)(2). Form 4 is 

considered filed when the Firm has 

submitted to the Board, through the 

Board’s Web-based reporting system, a 

Form 4 that includes the signed 

certification required in Part V of Form 

4, provided, however, that any Form 4 

so submitted after the applicable filing 

deadline shall not be deemed filed 

unless and until the Board, pursuant to 

Rule 2108(d), grants leave to file the 

Form 4 out of time. 

5. Seeking Leave To File This Form 

Out of Time. To request leave to file 

Form 4 out of time, pursuant to the 

provisions of Rule 2108(d), the Firm 

must file the request on Form 4 and 

must attach as Exhibit 99.5 a detailed 

statement describing why, despite the 

passage of time since the event 

described on the Form 4, the Board 

should permit the Firm to succeed to 

the registration status of the predecessor 

firm. Any Form 4 that has been 

submitted out of time, and as to which 

a Board decision on whether to allow 

the form to be filed is pending, may be 

withdrawn by accessing the pending 

submission in the Board’s Web-based 

system and selecting the ‘‘Withdraw’’ 

option. 

6. Completing the Form. The Firm 

must complete Parts I, II, IV and V of 

this Form. Part III should be completed 

to the extent applicable, as described 

more fully in the instructions to Part II 

of the Form. 

7. Amendments to This Form. 

Amendments shall not be submitted to 

update information into a Form 4 that 

was correct at the time the Form was 

submitted, but only to correct 

information that was incorrect at the 

time the Form was submitted or to 

provide information that was omitted 

from the Form and was required to be 

provided at the time the Form was 

submitted. When submitting a Form 4 to 

amend an earlier submitted Form 4, the 

Firm must supply not only the corrected 

or supplemental information, but must 

include in the amended Form 4 all 

information, affirmations, and 

certifications that were required to be 

included in the original Form 4. The 

Firm may access the originally filed 

Form 4 through the Board’s Web-based 

system and make the appropriate 

amendments without needing to reenter all other information. (Note that, 

pursuant to Rule 2109(d), the provisions 

of Rule 2205 concerning amendments 

apply to any submission on this Form 

as if the submission were a report on 

Form 3.) 

Note: The Board will designate an 

amendment to a report on Form 4 as a report 

on ‘‘Form 4/A.’’ 

Note: Any change to a Form 4 that was 

originally submitted out of time, and as to 

which a Board decision on whether to allow 

the form to be filed is pending, shall not be 

treated as an amendment. To make a change 

to any such pending Form 4 submission, the 

Firm must access the pending submission in 

the Board’s Web-based system, select the 

‘‘Withdraw and Replace’’ option, and submit 

a new completed Form 4 in place of the 

previously pending submission. The 

certification required in Part V of the new 

submission must be executed specifically for 

the replacement version of the Form and 

dated accordingly. 

8. Rules Governing This Form. In 

addition to these instructions, the rules 

contained in Part 2 of Section 2 of the 

Board’s rules govern this Form. Please 

read these rules and the instructions 

carefully before completing this Form. 

9. Requests for Confidential 

Treatment. The Firm may, by marking 

the Form in accordance with the 

instructions provided, request 

confidential treatment of any 

information submitted in Exhibit 99.3 or 

Exhibit 99.5 of this Form that has not 

otherwise been publicly disclosed and 

that either contains information 

reasonably identified by the Firm as 

proprietary information or that is 

protected from public disclosure by 

applicable laws related to 

confidentiality of proprietary, personal, 

or other information. See Rule 2300. If 

the Firm requests confidential 

treatment, it must identify the 

information in Exhibit 99.3 or Exhibit 

99.5 that it desires to keep confidential, 

and include, as Exhibit 99.1 to this 

Form, an exhibit that complies with the 

requirements of Rule 2300(c)(2). The 

Board will determine whether to grant 

confidential treatment requests on a 

case-by-case basis. If the Firm fails to 

include Exhibit 99.1, or includes an 

Exhibit 99.1 that fails to comply with 

Rule 2300(c)(2), the request for 

confidential treatment may be denied 

solely on the basis of that failure. 

10. Assertions of Conflicts With NonU.S. Law. If the Firm is a foreign 

registered public accounting firm, the 

Firm may, unless otherwise directed by 

the Board pursuant to Rule 2207(e), 

decline to provide the affirmation 

required by Item 4.1 of this Form and 

any answer required by Item 3.2.e of 

this Form if doing so would constitute 

a violation of non-U.S. law by the Firm 

and the Firm proceeds in accordance 

with Rule 2207. (Note that, pursuant to 

Rule 2109(d), the provisions of Rule 

2207 apply to any submission on this 

Form as if the submission were a report 

on Form 3.) If the firm withholds the 

affirmation or answer, the Firm must 

indicate, in accordance with the 

instructions in the relevant Part of the 

Form, that it has done so. 

11. Language. Information submitted 

as part of this Form, including any 

exhibit to this Form, must be in the 

English language. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29007 

Part I—Identity of the Firm and Contact 

Persons 

Item 1.1 Names of Firm and 

Predecessor Registered Public 

Accounting Firm 

a. State the legal name of the 

registered public accounting firm to 

whose registration status the Firm seeks 

to succeed. 

Note: The name provided in Item 1.1.a 

should be the legal name of the registered 

public accounting firm as last reported to the 

Board on Form 1 or Form 3. This is the firm 

referred to in this Form as ‘‘the predecessor 

firm.’’ In accessing and submitting this Form 

through the Board’s Web-based system, the 

Firm must use the predecessor firm’s user ID 

and password. 

b. State the legal name of the Firm 

filing this Form. 

Note: The name provided in Item 1.1.b will 

be the name under which the Firm is 

registered with the Board if this Form is filed 

in accordance with Rule 2109. 

c. If different than the name provided 

in Item 1.1.b, state the name or names 

under which the Firm issues or intends 

to issue audit reports. 

Item 1.2 Contact Information of the 

Firm 

a. State the physical address (and, if 

different, mailing address) of the Firm’s 

headquarters office. 

b. State the telephone number and 

facsimile number of the Firm ’s 

headquarters office. If available, state 

the Web site address of the Firm. 

Item 1.3 Primary Contact and 

Signatory 

State the name, business title, 

physical business address (and, if 

different, business mailing address), 

business telephone number, business 

facsimile number, and business e-mail 

address of a partner or authorized 

officer of the Firm who will serve as the 

Firm’s primary contact with the Board, 

including for purposes of this Form 4, 

any annual reports filed on Form 2, and 

any special reports filed on Form 3. 

Part II—General Information 

Concerning the Filing of This Form 

Item 2.1 Reason for Filing This Form 

Indicate, by checking the box for 

either Item a or Item b below, the reason 

the Firm is filing this Form. Then 

proceed to the Parts and Items of this 

Form indicated parenthetically for the 

relevant item and provide the 

information described there. Provide 

responses only to those Parts and Items 

of the Form specifically indicated for 

the event or events that the Firm 

identifies in this Part II as the reason for 

filing this Form. (For example, if the 

Form is being submitted because the 

Firm has changed its form of 

organization, check the box for Item 

2.1.a, and complete only Item 3.1 and 

Parts IV and V of the Form. Complete 

Item 2.2 or Item 2.3 if applicable.) 

a. There has been a change in the 

Firm’s form of organization, or the Firm 

has changed the jurisdiction under the 

law of which it is organized. (Complete 

Item 3.1, Part IV, and Part V; complete 

Item 2.2 or Item 2.3 if applicable.) 

b. There has been an acquisition of a 

registered public accounting firm by an 

entity that was not a registered public 

accounting firm at the time of the 

acquisition, or a registered public 

accounting firm has combined with 

another entity or other entities to form 

a new legal entity. (Complete Item 3.2, 

Part IV, and Part V; complete Item 2.2 

or Item 2.3 if applicable.) 

Item 2.2 Request for Leave To File This 

Form Out of Time 

If this Form is not submitted in 

accordance with Rule 2109(b) on or 

before the filing deadline set by Rule 

2109(a), the Firm may request leave to 

file this Form 4 out of time by checking 

the box for this Item, completing this 

Form 4 as is otherwise required, and 

providing, as Exhibit 99.5 to this Form, 

a description of the reason(s) the Form 

was not timely filed and a statement of 

the grounds on which the Firm asserts 

that the Board should grant leave to file 

the Form out of time. 

Note: Requests for leave to file Form 4 out 

of time are not automatically granted. See 

Rule 2108(d). 

Item 2.3 Amendments 

If this is an amendment to a Form 4 

previously filed with the Board— 

a. Indicate, by checking the box 

corresponding to this item, that this is 

an amendment; and 

b. Identify the specific Item numbers 

of this Form (other than this Item 2.3) 

as to which the Firm’s response has 

changed from that provided in the most 

recent Form 4 or amended Form 4 filed 

by the Firm with respect to the event 

reported on this Form. 

Part III—Changes in the Firm 

Item 3.1 Changes in Form of 

Organization or in Relevant Jurisdiction 

If this Form 4 is being submitted in 

connection with a change in the Firm’s 

form of organization or a change in the 

jurisdiction under the law of which the 

Firm is organized— 

a. State the Firm’s current (i.e., after 

the change in legal form or jurisdiction) 

legal form of organization; 

b. Identify the jurisdiction under the 

law of which the Firm is organized 

currently (i.e., after the change in legal 

form or jurisdiction); 

c. State the date that the change took 

effect; 

d. Affirm that, after the change 

reported or described in this Item 3.1, 

the Firm is a public accounting firm 

under substantially the same ownership 

as the predecessor firm; 

Note: Neither the Act nor Board rules 

include any provision by which a registered 

public accounting firm may, in effect, 

transfer its Board registration to another 

entity. Rule 2108(a), in conjunction with this 

Form, allows the succession of registration 

status in circumstances in which a registered 

public accounting firm changes its legal form 

of organization while remaining under 

substantially the same ownership. For 

purposes of this Item, the Firm is considered 

to be under substantially the same ownership 

as the predecessor firm if a majority of the 

persons who held an equity ownership 

interest in the predecessor also constitute a 

majority of the persons who hold an equity 

ownership interest in the Firm. 

e. If, in connection with the change 

described in this Item 3.1, the Firm has 

obtained, or will practice under, a 

license or certification number, 

authorizing it to engage in the business 

of auditing or accounting, that is 

different from any such license or 

certification number previously 

reported to the Board by the predecessor 

firm, provide as to each such license— 

1. The name of the issuing State, 

agency, board, or other authority; 

2. The number of the license or 

certification; and 

3. The date the license or certification 

took effect; 

f. If, in connection with the change 

described in this Item 3.1, any license 

or certification that authorized the 

predecessor firm to engage in the 

business of auditing or accounting has 

ceased to be effective or has become 

subject to any conditions or 

contingencies other than conditions or 

contingencies imposed on all firms 

engaged in the business of auditing or 

accounting in the jurisdiction, provide, 

as to each such license— 

1. The name of the issuing State, 

agency, board, or other authority; 

2. The number of the license or 

certification; and 

3. The date that the authorization 

ceased to be effective or became subject 

to conditions or contingencies. 

Item 3.2 Acquisitions of, or 

Combinations Involving, A Registered 

Public Accounting Firm 

a. If this Form 4 is being submitted in 

connection with a transaction 

concerning which a person who holds 

29008 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

an equity ownership interest in the 

Firm, or is employed by the Firm, can 

certify the points set out in Item 3.2.b. 

and Exhibit 99.4,— 

1. Provide the name of each entity, 

other than the predecessor firm, that 

was involved in the transaction and that 

was a registered public accounting firm 

immediately before the transaction, and 

as to each such entity— 

(i) Affirm that the entity has filed with 

the Board a request for leave to 

withdraw from registration on Form 1– 

WD; and 

(ii) State the date that the entity filed 

Form 1–WD; 

2. Provide the name of each entity, 

including any acquiror, that was 

involved in the transaction and that was 

not a registered public accounting firm 

immediately before the transaction; 

3. Provide the date that the 

transaction took effect; and 

4. Provide a brief description of the 

nature of the transaction. 

b. Provide as Exhibit 99.4 to this 

Form, a statement in the form set out 

below, signed by a person who, 

immediately before the transaction, was 

an officer of, or held an equity 

ownership interest in, the predecessor 

firm and who now either holds an 

equity ownership interest in, or is 

employed by, the Firm. The statement 

must be submitted on behalf of the 

Firm. Exhibit 99.4 must include a 

signature that appears in typed form in 

the electronic submission and a 

corresponding manual signature 

retained by the Firm in accordance with 

Rule 2109(d). The signature must be 

accompanied by the signer’s current 

title, the signer’s title immediately 

before the event described in Item 3.2.a, 

the date of signature, and the signer’s 

business mailing address, business 

telephone number, business facsimile 

number, and business e-mail address. 

Other than the insertion of the relevant 

names, Exhibit 99.4 must be in the exact 

following words— 

On behalf of [name of the Firm], I 

certify that (1) I was an officer of, or 

held an equity ownership interest in, 

[name of predecessor firm] immediately 

before the transaction described in Item 

3.2.a of the Form 4 to which this exhibit 

is attached; (2) immediately before that 

transaction [name of predecessor firm] 

was a registered public accounting firm; 

(3) as part of that transaction, a majority 

of the persons who held equity 

ownership interests in [name of 

predecessor firm] obtained equity 

ownership interests in, or became 

employed by, [name of the Firm]; (4) 

[name of predecessor firm] intended 

that [name of the Firm] succeed to the 

Board registration status of [name of 

predecessor firm] to the extent 

permitted by the Board’s rules; and (5) 

[name of predecessor firm] is no longer 

a public accounting firm. 

c. If, in connection with the 

transaction described in Item 3.2.a, the 

Firm has obtained, or will practice 

under, a license or certification number, 

authorizing it to engage in the business 

of auditing or accounting, that is 

different from any such license or 

certification number previously 

reported to the Board by the predecessor 

firm, provide, as to each such license— 

1. The name of the issuing State, 

agency, board or other authority; 

2. The number of the license or 

certification; and 

3. The date the license or certification 

took effect. 

d. If, in connection with the 

transaction described in Item 3.2.a, any 

license or certification that authorized 

the predecessor firm to engage in the 

business of auditing or accounting has 

ceased to be effective or has become 

subject to any conditions or 

contingencies other than conditions or 

contingencies imposed on all firms 

engaged in the business of auditing or 

accounting in the jurisdiction, provide, 

as to each such license— 

1. The name of the issuing State, 

agency, board, or other authority; 

2. The number of the license or 

certification; and 

3. The date that the authorization 

ceased to be effective or became subject 

to conditions or contingencies. 

e. Provide a ‘‘yes’’ or ‘‘no’’ answer to 

each of the following questions— 

1. Is there identified in Item 3.2.a.2 

any entity that, if it were filing an 

application for registration on Form 1 

on the date of the certification in Part V 

of this Form, would have to provide an 

affirmative response to Item 5.1.a of 

Form 1 in order to file a complete and 

truthful Form 1? 

Note: In considering whether an 

affirmative response would be required to 

Item 5.1.a of Form 1, the Firm should take 

into account the guidance provided by 

question number 33 in Frequently Asked 

Questions Regarding Registration with the 

Board, PCAOB Release No. 2003–011A (Nov. 

13, 2003). 

2. Is there identified in Item 3.2.a.2 

any entity that (i) issued an audit report 

with respect to an issuer on or after 

October 22, 2003 (or, if the entity is a 

non-U.S. entity, July 19, 2004), while 

not registered with the Board, and (ii) 

has never had an application for 

registration on Form 1 approved by the 

Board? 

3. Is the Firm operating without 

holding any license or certification 

issued by a State, agency, board, or 

other authority authorizing the Firm to 

engage in the business of auditing or 

accounting? 

Note: If the Firm answers ‘‘yes’’ to any 

question in Item 3.2.e or asserts as to any of 

those questions that non-U.S. law prohibits it 

from providing an answer, the Firm cannot 

succeed outright to the registration of the 

predecessor. If this Form 4 is submitted in 

accordance with Rule 2109, however, the 

Firm will temporarily succeed to the 

registration of the predecessor for a 

transitional period as described in Rule 

2108(b)(2) as long as the Firm makes the 

representation required in Item 3.2.f below. 

If the Firm answers ‘‘yes’’ to any question in 

Item 3.2.e or asserts as to any of those 

questions that non-U.S. law prohibits it from 

providing an answer but fails to make the 

representation required in Item 3.2.f, this 

Form 4 will not be accepted for filing and the 

Firm will not succeed to the predecessor’s 

registration even on a temporary basis. See 

Rule 2108(b)(2). 

f. If the Firm answered ‘‘yes’’ to any 

question in Item 3.2.e or asserts as to 

any of those questions that non-U.S. law 

prohibits it from providing an answer, 

affirm, by checking the box 

corresponding to the appropriate item, 

that one of the following statements is 

true— 

1. The Firm has filed an application 

for registration on Form 1 on or after the 

date provided in Item 3.2.a.3. 

2. The Firm intends to file an 

application for Registration on Form 1 

no later than 45 days after the date 

provided in Item 3.2.a.3. 

Part IV—Continuing Obligations 

Item 4.1 Continuing Consent to 

Cooperate 

Affirm that— 

a. The Firm consents to cooperate in 

and comply with any request for 

testimony or the production of 

documents made by the Board in 

furtherance of its authority and 

responsibilities under the SarbanesOxley Act of 2002; 

b. The Firm has secured from each of 

its associated persons, and agrees to 

enforce as a condition of each such 

person’s continued employment by or 

other association with the Firm, a 

consent indicating that the associated 

person consents to cooperate in and 

comply with any request for testimony 

or the production of documents made 

by the Board in furtherance of its 

authority under the Sarbanes-Oxley Act 

of 2002, and that the associated person 

understands and agrees that such 

consent is a condition of his or her 

continued employment by or other 

association with the Firm; and 

c. The Firm understands and agrees 

that cooperation and compliance, as 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29009 

described in Item 4.1.a., and the 

securing and enforcing of consents from 

its associated persons as described in 

Item 4.1.b., is a condition to the 

continuing effectiveness of the 

registration of the Firm with the Board. 

Note: The affirmation in Item 4.1.b. shall 

not be understood to include an affirmation 

that the Firm has secured such consents from 

any associated person that is a registered 

public accounting firm. 

Note: The affirmation in Item 4.1.b. shall 

not be understood to include an affirmation 

that the Firm has secured such consents from 

any associated person that is a foreign public 

accounting firm in circumstances where that 

associated person asserts that non-U.S. law 

prohibits it from providing the consent, so 

long as the Firm possesses in its files 

documents relating to the associated person’s 

assertion about non-U.S. law that would be 

sufficient to satisfy the requirements of 

subparagraphs (2) through (4) of Rule 2207(c) 

if that associated person were a registered 

public accounting firm filing a Form 2 and 

withholding this affirmation. This exception 

to the affirmation in Item 4.1.b. does not 

relieve the Firm of its obligation to enforce 

cooperation and compliance with Board 

demands by any such associated person as a 

condition of continued association with the 

Firm. 

Note: If the Firm is a foreign registered 

public accounting firm, the affirmations in 

Item 4.1 that relate to associated persons 

shall be understood to encompass every 

accountant who is a proprietor, partner, 

principal, shareholder, officer, or manager of 

the Firm and who provided at least ten hours 

of audit services for any issuer during the 

reporting period. 

Item 4.2 Continuing Responsibility to 

the Board for Previous Conduct 

Affirm that, for purposes of the 

Board’s authority with respect to 

registered public accounting firms, 

including but not limited to the 

authority to require reporting of 

information and the authority to impose 

disciplinary sanctions, the Firm either 

has retained or assumes responsibility 

for the conduct of any predecessor 

registered public accounting firm before 

the change or business combination 

reported on this Form took effect. 

Note: As used in Item 4.2 the term 

‘‘predecessor registered public accounting 

firm,’’ means (1) in circumstances not 

involving a transaction described in Item 3.2, 

the predecessor firm and (2) in circumstances 

involving a transaction described in Item 3.2, 

each registered public accounting firm that 

was involved in the business combination. 

Note: The continuing responsibility in Item 

4.2 includes, among other things, 

responsibility for reporting information on 

Form 2 and events on Form 3. Thus, for 

example, if a registered public accounting 

firm experienced a Form 3 reportable event 

before the event that is the subject of this 

Form, the Firm, as successor, has the 

obligation to report that event on Form 3, and 

bears responsibility for any failure by any 

predecessor to have filed a timely Form 3 to 

report the matter. 

Note: The Board’s rules do not require that 

any entity retain or assume responsibility as 

set forth above. In the absence of an 

affirmation that it retains or assumes 

responsibility for such conduct at least for 

purposes of the Board’s authority, however, 

an entity cannot succeed to the Board 

registration status of any predecessor entity. 

See Rule 2108. 

Part V—Certification of the Firm 

Item 5.1 Signature of Partner or 

Authorized Officer 

This Form must be signed on behalf 

of the Firm by an authorized partner or 

officer of the Firm including, in 

accordance with Rule 2109(d), both a 

signature that appears in typed form 

within the electronic submission and a 

corresponding manual signature 

retained by the Firm. The signer must 

certify that— 

a. The signer is authorized to sign this 

Form on behalf of the Firm; 

b. The signer has reviewed this Form; 

c. Based on the signer’s knowledge, 

this Form does not contain any untrue 

statement of a material fact or omit to 

state a material fact necessary to make 

the statements made, in light of the 

circumstances under which such 

statements were made, not misleading; 

and 

d. Either— 

1. Based on the signer’s knowledge, 

the Firm has not failed to include in this 

Form any information or affirmation 

that is required by the instructions to 

this Form, with respect to the event or 

events being described on this Form, or 

2. Based on the signer’s knowledge— 

(A) The Firm is a foreign public 

accounting firm and has not failed to 

include in this Form any information or 

affirmation that is required by the 

instructions to this Form other than an 

affirmation required by Item 4.1 and/or 

an answer to Item 3.2.e.; and 

(B) The Firm asserts that it is 

prohibited by non-U.S. law from 

providing any such withheld 

affirmation or response to the Board on 

this Form and, with respect to each such 

withheld affirmation or response, the 

Firm has made the efforts described in 

PCAOB Rule 2207(b) and has in its files 

the materials described in PCAOB Rule 

2207(c). 

The signature must be accompanied 

by the signer’s title, the capacity in 

which the signer signed the Form, the 

date of signature, and the signer’s 

business mailing address, business 

telephone number, business facsimile 

number, and business e-mail address. 

Part VI—Exhibits 

To the extent applicable under the 

foregoing instructions, each report must 

be accompanied by the following 

exhibits: 

Exhibit 99.1 Request for Confidential 

Treatment 

Exhibit 99.3 Materials Required by Rule 

2207(c)(2)–(4)—Submit Only as an 

Exhibit to an Amended Form 4 in 

Response to a Request Made Pursuant 

to Rule 2207(d) 

Exhibit 99.4 Acknowledgment 

Concerning Registration Status in 

Certain Transactions 

Exhibit 99.5 Statement in Support of 

Request for Leave To File Form 4 Out 

of Time. 

II. Board’s Statement of the Purpose of, 

and Statutory Basis for, the Proposed 

Rule 

In its filing with the Commission, the 

Board included statements concerning 

the purpose of, and basis for, the 

proposed rule. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Board has prepared summaries, set forth 

in sections A, B, and C below, of the 

most significant aspects of such 

statements. 

A. Board’s Statement of the Purpose of, 

and Statutory Basis for, the Proposed 

Rules 

(a) Purpose 

Under Section 102(a) of the SarbanesOxley Act of 2002 and PCAOB Rule 

2100, a public accounting firm must be 

registered with the PCAOB in order to 

prepare or issue audit reports for public 

companies or to play a substantial role 

in the preparation or furnishing of such 

audit reports. To become registered, a 

public accounting firm files an 

application for registration on PCAOB 

Form 1, which the Board may approve 

or disapprove. The proposed rules 

identify the circumstances in which a 

firm may succeed to the registration 

status of a predecessor registered firm, 

without filing a new Form 1, and 

provide a mechanism for the firm to do 

so. 

The rules afford the opportunity for 

continuity of registration in two general 

categories of circumstances: (1) Changes 

related to a firm’s legal form of 

organization or the jurisdiction in which 

it is organized, and (2) transactions in 

which a registered firm is acquired by 

an unregistered entity or combines with 

other entities to form a new legal entity. 

The events to which the rules apply are 

29010 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

events for which a firm plans, not 

unanticipated events to which a firm 

reacts. The rules are designed to 

facilitate a firm’s ability to factor into its 

planning, and to predict with certainty, 

whether and how continuity of 

registration can be maintained. 

The rules provide for a form the firm 

must file (Form 4), set a deadline for 

filing the form, and require certain 

information and representations in the 

form. If the firm files the form within 

the required timeframe, provides the 

required representations, and certifies 

that all required information is 

included, then continuity of registration 

is automatic, without the need for 

separate Board action. The rules and 

form also build in safeguards to ensure 

that the Form 1 process is not 

circumvented in circumstances where 

that process is more appropriate than 

Form 4 succession. 

To obtain continuing effectiveness of 

an existing registration, the firm must 

acknowledge the continuity of, and 

commit to honor, certain obligations 

that accompany the registration status. 

Those obligations fall into two 

categories: continuing consent to 

cooperate with the Board and 

continuing responsibility to the Board 

for the conduct of predecessor registered 

firms. 

With respect to circumstances in 

which a registered firm is acquired by 

an unregistered entity, or when a 

registered firm combines with other 

entities to form a new legal entity, the 

proposed Form 4 requires, among other 

things, information that determines 

whether succession to the predecessor’s 

registration is permanent or temporary. 

Based on this information, succession 

may be outright and permanent or may 

only be temporary for a transition 

period intended to allow to the firm to 

seek registration through the Form 1 

process. 

For succession to registration to take 

effect automatically upon filing under 

the rules, Form 4 must be filed within 

14 days after the effective date of the 

change in legal form or other event. The 

rules make some allowance for late 

filing. A firm that fails to file Form 4 

within the 14-day period may submit a 

late Form 4 and request that the Board 

grant leave to file the form out of time. 

In a late submission, the firm should 

include as an exhibit to the form a 

statement in support of its request for 

leave to file out of time. If the Board 

grants the request and allows the form 

to be filed, the firm will succeed to the 

predecessor’s registration. 

The proposed rules would take effect 

60 days after Securities and Exchange 

Commission approval. 

(b) Statutory Basis 

The statutory basis for the proposed 

rule is Title I of the Act. 

B. Board’s Statement on Burden on 

Competition 

The Board does not believe that the 

proposed rules will result in any burden 

on competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. The proposed rules 

provide a registration succession 

mechanism that firms may elect to use 

but are not required to use. 

C. Board’s Statement on Comments on 

the Proposed Rules Received from 

Members, Participants or Others 

The Board released the proposed rules 

and form instructions for public 

comment in Release No. 2006–005 (May 

23, 2006). A copy of Release No. 2006– 

005 and the comment letters received in 

response to the PCAOB’s request for 

comment are available on the PCAOB’s 

Web site at http://www.pcaobus.org. 

The Board received five written 

comment letters. The Board has clarified 

and modified certain aspects of the 

proposed rules and form instructions in 

response to the comments it received, as 

discussed below. 

Commenters addressed the Form 4 

item that requires a Form 4 filer to 

affirm that it retains or assumes 

responsibility for the conduct of 

predecessor registered firms for 

purposes of the Board’s authority. 

Commenters expressed concern that the 

affirmation might erode otherwise valid 

legal defenses in contexts such as 

criminal or private civil proceedings, 

and suggested that the Board should 

make clear that no such result is 

intended. The Board reiterates what it 

said in proposing the requirement for 

comment: The affirmation of continuing 

responsibility for a predecessor’s 

conduct is not intended to create any 

new liability, nor is it intended to affect 

the legal consequences of the 

transaction with respect to any person 

or entity other than the Board. As 

between the firm and the Board, 

however, the Board views the 

affirmation as indispensable if a firm 

wishes to make use of the Form 4 

process. In an effort to reduce the 

possibility of misunderstanding about 

the intended scope, the Board has made 

slight changes to the wording of Item 

4.2—such as changing the heading to 

specify that the item is about continuing 

responsibility ‘‘to the Board,’’ and 

removing the broad adjective ‘‘legal’’ in 

describing the nature of the 

responsibility being retained or 

assumed—but the Board is adopting the 

substance of the requirement essentially 

as proposed. 

One commenter expressed the view 

that a successor firm should not be 

precluded from assuming a predecessor 

firm’s registration status just because 

less than a majority of its predecessor’s 

owners remained with the successor 

firm. In the Board’s view, that 

suggestion is unworkable for a process 

intended to provide for automatic 

succession upon the satisfaction of 

bright line criteria. Without 

supplemental information and the 

intervention of judgment, the Board 

could not provide for succession in 

those circumstances without running a 

risk that more than one ‘‘successor’’ 

entity might lay claim to the same 

predecessor’s registration. 

One commenter suggested that the 

Board should define ‘‘acquisition’’ in 

this context, and raised questions 

concerning whether, to be an 

‘‘acquisition’’ for which Form 4 

succession is available, the transaction 

must involve acquisition of the 

predecessor firm’s assets or a substantial 

portion thereof. For Form 4 succession 

to be available, the Board does not 

require that the transaction include 

anything other than what is described in 

the Exhibit 99.4 certification: a majority 

of the equity owners in a predecessor 

registered firm have become equity 

owners or employees of an unregistered 

firm, and the predecessor registered firm 

ceases to be a public accounting firm. 

For clarity on this point, the wording of 

Item 3.2.a. has been revised to refer to 

an acquisition of ‘‘any portion of’’ a 

registered public accounting firm, 

though Form 4 succession following any 

such acquisition is available only if all 

of the Exhibit 99.4 criteria are satisfied. 

The Exhibit 99.4 certification also 

includes a statement that the 

predecessor registered firm intended for 

the successor firm to succeed to its 

registration status. One commenter 

questioned the appropriateness of 

allowing a single individual to certify 

that the predecessor intended such 

succession, and expressed concern 

about the Board acting on such a 

certification by someone who may only 

have had a marginal role in the 

predecessor registered firm. As 

proposed and adopted, however, the 

required certification would be included 

in a filing that cannot be made except 

by the successor firm, which cannot 

make the filing unless a majority of the 

predecessor’s owners are part of that 

successor firm. In those circumstances, 

it is not necessary to more specifically 

limit which of the predecessor’s former 

owners or officers must execute the 

required certification. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29011 

In the context of a combination of 

firms, Form 4 succession is available 

only if the predecessor registered firm 

ceases to exist as a public accounting 

firm. One commenter questioned this 

requirement and suggested that a firm 

should be able to spin off its issuer audit 

business, including its registration 

status, to another firm and still remain 

a public accounting firm. The Board is 

not precluding the possibility that a firm 

can spin off its issuer audit business and 

still remain a public accounting firm; 

rather, the Board is identifying this 

criterion—whether the predecessor 

continues to exist as a public accounting 

firm—as relevant to whether registration 

status can move to the new firm through 

the Form 4 process or whether that firm 

can obtain registration status only 

through the Form 1 process. 

If the predecessor registered firm 

continues to exist as the same legal 

entity that registered with the Board and 

continues to be engaged in the practice 

of public accounting, then the 

transaction suggested by the commenter 

would involve an existing public 

accounting firm—an entity which can 

legally be registered—conveying its 

registration to another public 

accounting firm, a transaction that the 

Board views as fundamentally 

inappropriate. Accordingly, in that 

circumstance, the firm to which the 

predecessor’s issuer audit practice 

moved could not use the Form 4 process 

but would need to apply for registration 

on Form 1—which it could do even 

before the relevant transaction takes 

effect. 

In contrast, if the legal entity that 

originally registered ceases to exist as a 

public accounting firm, then it cannot 

legally be a registered public accounting 

firm. For that entity’s registration status 

to move with elements of that entity 

into another entity, through the Form 4 

process, does not raise the same 

concerns about transferability of 

registration from one existing public 

accounting firm to another. 

One commenter questioned the 

requirement to file a Form if a firm 

involved in the transaction would need 

to answer ‘‘yes’’ on the Form 1 

disciplinary history question if filing a 

Form 1. The commenter suggested that 

this requirement could be punitive, 

especially for large registered firms that 

combine with smaller firms. Item 3.2.e. 

of Form 4, however, does not pose any 

significant risk of that sort. If a large 

registered firm acquires a smaller 

unregistered firm, the large registered 

firm would merely be required to report 

that in its annual report on Form 2, 

without resort to the Form 4 process. 

Alternatively, if a large registered firm 

were involved in a transaction that did 

lead to a Form 4 filing, the disciplinary 

histories of that firm and its associated 

persons would be irrelevant to Item 

3.2.e. because the large firm was already 

registered at the time of the transaction. 

Item 3.2.e. relates only to disciplinary 

history information of entities (and their 

associated persons) that were not 

already registered at the time of the 

transaction. 

Commenters suggested that the 

proposed 90-day limit on the temporary 

transition period (for firms that may not 

succeed permanently to the 

predecessor’s registration) was too short 

and too inflexible. They noted that the 

Board has 45 days to act on an 

application, and also noted that the 

Board could ask for additional 

information, thereby restarting the 45- 

day clock and potentially pushing a 

registration decision out beyond the 90- 

day period. One commenter suggested 

revising the proposal so that the 

temporary registration status would 

continue until the Board makes a final 

decision on the Form 1. Another 

suggested revising the proposal to give 

the Board flexibility to extend the 

temporary registration status in 

situations where the Board does not take 

final action on the Form 1 within the 90 

days. 

The Board does not believe it would 

be appropriate to adopt a rule providing 

for a temporary registration period that 

continues until the Board acts on the 

Form 1, since firms could then keep the 

temporary registration status in place by 

not filing Form 1 or by delaying a 

response to a Board request for 

additional information on the 

application. The Board, however, sees 

the value in a measure of flexibility on 

this point. Accordingly, in Rule 

2108(b)(2), the Board has retained the 

proposed 90 days as the initial 

transition period but has also added 

certain qualifications. If the Board 

formally requests additional information 

from the firm with less than 60 days 

remaining in the initial 90-day period, 

the temporary registration will continue 

to the date that is 60 days after the date 

of the Board’s request. The effect will be 

that a firm has 15 days to respond to the 

Board’s request if the firm wants to stay 

on track to keep its temporary 

registration until Board action on the 

Form 1. If the Board makes follow-up 

requests for information, the Board has 

the discretion to extend the temporary 

registration to a later date. Depending 

on the circumstances, however, the 

Board might, in making a follow-up 

request, conclude that further extension 

of the temporary registration is 

unwarranted, and could communicate 

that to the firm in the second request. 

One commenter suggested that the 

Board should adopt procedures by 

which a firm that anticipates that a 

successor will need to file a new Form 

1 could review the relevant facts with 

the Board’s staff before the transaction 

to determine whether the staff sees 

significant obstacles to approving the 

successor’s application. In the Board’s 

view, however, to the extent it is 

appropriate for the staff to review 

information relevant to a prospective 

Form 1 filing, the staff may already do 

so without the need for special 

procedures. 

One commenter addressed the 

requirement that, in the context of more 

than two firms combining, any 

registered firm other than the firm 

whose registration is intended to 

continue, must, before Form 4 is filed, 

file a request to withdraw from 

registration. The commenter expressed 

concern that there may be a registration 

gap for the predecessor firm that files 

the Form 1–WD prior to the transaction 

if the withdrawal is granted prior to the 

close of the transaction. The 

representation concerning the filing of a 

1–WD, however, does not apply to the 

‘‘predecessor firm,’’ but only to other 

registered firms, if any, that are merging 

into the filing entity as part of the 

transaction. In connection with any 

Form 4 filing, the firm designated as the 

‘‘predecessor firm’’ should not seek 

leave to withdraw from registration. In 

addition, in transactions involving 

additional registered firms, the Form 1– 

WD filings need not occur far in 

advance of the Form 4 filing. The Form 

4 requirements can be satisfied even if 

the relevant Form 1–WD filings occur 

immediately before the Form 4 filing. 

One commenter noted that changes in 

licenses and certifications may occur 

after the filing of a Form 4 and 

suggested that the Board should 

expressly state that such changes may 

be described in an amendment to Form 

4. Because a firm succeeds to 

registration automatically upon the 

Form 4 being filed, however, the firm 

immediately becomes subject to the 

same annual and special reporting 

requirements as any other registered 

firm. Accordingly, a license change that 

occurs after the filing of the Form 4 

should be reported on Form 3 in 

accordance with Rule 2203. 

For succession to registration to take 

effect automatically upon filing under 

the rules, Form 4 must be filed within 

14 days after the effective date of the 

change in legal form or other event. 

Commenters expressed a view that 14 

days is too short a period, and suggested 

29012 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

that it was insufficient time for non-U.S. 

firms to evaluate the impact of non-U.S. 

law in a particular case or to obtain 

consents, waivers, and legal opinions 

relating to potential legal conflicts. More 

generally, one commenter noted that 14 

days does not allow sufficient time after 

the event for a firm to assess its 

reporting obligations and complete the 

form. Two commenters suggested 

expanding the 14-day period to a 45-day 

period. 

The Board has considered these 

comments but has decided to adopt the 

14-day deadline. Given the purpose of 

the filing—avoiding breaks in 

registration status—the Board believes 

that the rule should require filing of the 

form in as short a period as reasonably 

possible, so that any questions about the 

entity’s registration status are kept to as 

narrow a period as possible. In addition, 

the events giving rise to a Form 4 are 

events for which firms plan, and such 

planning can encompass prompt filing 

of the relatively short and simple Form 

4. 

Even so, the rules make some 

allowance for late filing. A firm that 

fails to file Form 4 within the 14-day 

period may submit a late Form 4 and 

request that the Board grant leave to file 

the form out of time. In a late 

submission, the firm should include as 

an exhibit to the form a statement in 

support of its request for leave to file out 

of time. If the Board grants the request 

and allows the form to be filed, the firm 

will succeed to the predecessor’s 

registration (either outright or for the 

transitional period described above). 

One commenter sought clarification of 

a firm’s registration status during a 

period in which a Form 4 is pending 

with a request for leave to file out of 

time, suggesting that it is unclear 

whether the firm can issue audit reports 

while the request is pending. As 

discussed in the proposing release, a 

firm submitting a late Form 4 should 

make no assumption about whether the 

Board will allow it to be filed. 

Accordingly, during the period that the 

request is pending with the Board, a 

firm should not assume that it is a 

registered public accounting firm and, 

therefore, should not assume that it may 

issue audit reports. The rule’s provision 

for late submissions is not principally 

intended as an accommodation to firms, 

but is intended to afford the Board the 

opportunity to allow Form 4 succession, 

despite a late filing, when doing so 

would be consistent with the public 

interest. Eventual favorable Board action 

on the request would effectively confer 

registered status on the firm back to the 

date of the transaction that is the subject 

of the Form 4 filing (just as with a 

timely filed Form 4), but unfavorable 

Board action would mean that the entity 

filing the Form 4 was never registered. 

One commenter suggested that nonU.S. firms might also sometimes face 

legal obstacles to answering the Item 

3.2.e. yes-no questions that determine 

whether succession is permanent or 

temporary. The Board has determined to 

allow non-U.S. firms to withhold those 

answers on legal conflict grounds. The 

consequence of doing so, however, will 

be the same as if the firm had supplied 

a ‘‘no’’ answer: the succession afforded 

by the Form 4 process will only be for 

a transitional period to allow the firm an 

opportunity to seek registration through 

the Form 1 process. 

Form 4 limits the categories of 

information for which a firm can request 

confidential treatment. Confidential 

treatment requests that have no genuine 

basis in law needlessly distract Board 

resources and delay the availability of 

information to the public. In the case of 

Form 4, the basic, nonpersonal, and 

nonproprietary nature of the required 

information leads the Board to foreclose 

confidential treatment requests for 

almost all of the items in the form. 

The Board encouraged commenters to 

comment on whether the proposal 

overlooked actual or realistically 

foreseeable legal requirements to 

maintain the confidentiality of 

information. Commenters who 

addressed the point did so only in vague 

terms without providing any specific 

basis for concluding that the proposal 

overlooked any potentially applicable 

protection. One commenter stated 

generally that certain information 

required by Form 4 may need to be kept 

confidential under non-U.S. law or by 

the terms of an agreement between 

predecessor and successor entities. The 

commenter did not identify what 

information in Form 4 might fall into 

that category and did not provide an 

example of the type of non-U.S. law that 

might protect its confidentiality. 

Moreover, in the absence of relevant 

law, an agreement between private 

parties to keep information confidential 

does not in itself satisfy the confidential 

treatment criteria described in Rule 

2300(b)(1). The commenter also 

expressed slightly more focused concern 

about the protection of ‘‘information 

regarding the acquisition,’’ but did not 

specify what information, among the 

very basic acquisition-related 

information required by Form 4, could 

be considered confidential or 

proprietary. 

Another commenter raised potential 

confidentiality concerns about Item 

3.2.e.1. As adopted, that Item asks 

whether the acquisition or combination 

involves any previously unregistered 

entity that, if it were filing an 

application for registration on Form 1, 

would have to provide an affirmative 

response to Item 5.1.a, which asks about 

the existence of certain specified 

disciplinary histories. The commenter 

suggested that indicating whether a firm 

would have to answer ‘‘yes’’ to that 

question might lead others to draw 

unfavorable conclusions that could 

expose the firm to an increased risk of 

liability claims. Whether that is true, 

though, is a separate question from 

whether that ‘‘yes’’ answer is 

information that is protected from 

disclosure by applicable law. The 

commenter did not suggest how that 

would be the case. Moreover, as a 

practical matter, any reader of the Form 

4 would recognize that a firm’s request 

for confidential treatment of its answer 

to Item 3.2.e.1. would mean that its 

answer was ‘‘yes.’’ 

In weighing these comments, the 

Board views as relevant the fact that 

Form 4 is not a required filing. While 

the Board does not view its optional 

nature as justification for dispensing 

with the possibility of confidential 

treatment, the Board does not believe 

that the comments on this point warrant 

any change from what was proposed. 

III. Date of Effectiveness of the 

Proposed Rules and Timing for 

Commission Action 

Within 60 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the Board consents, the 

Commission will: 

(a) By order approve such proposed 

rules; or 

(b) Institute proceedings to determine 

whether the proposed rules should be 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rules 

are consistent with the requirements of 

Title I of the Act. Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/pcaob.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29013 

Number PCAOB 2008–05 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number PCAOB 2008–05. This file 

number should be included on the 

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

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/pcaob/shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule that 

are filed with the Commission, and all 

written communications relating to the 

proposed rule between the Commission 

and any person, other than those that 

may be withheld from the public in 

accordance with the provisions of 5 

U.S.C. 552, will be available for 

inspection and copying in the 

Commission’s Public Reference Room, 

on official business days between the 

hours of 10 a.m. and 3 p.m. Copies of 

such filing will also be available for 

inspection and copying at the principal 

office of the PCAOB. All comments 

received will be posted without change; 

we do not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File No. 

PCAOB–2008–05 and should be 

submitted on or before July 20, 2009. 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14293 Filed 6–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 6773] 

Bureau of Educational and Cultural 

Affairs 

Notice: Amendment to original 

Request for Grant Proposals (RFGP) 

(Critical Language Scholarships for 

Intensive Summer Institutes—Reference 

Number ECA/A/E–10–01). 

Summary: The United States 

Department of State, Bureau of 

Educational and Cultural Affairs, 

announces revisions to the original 

RFGP (Public Notice 6640) announced 

in the Federal Register on Thursday, 

May 28, 2009 (Federal Register Volume 

74, Number 101): 

(1) Due to a typographic error on page 

25600, Section II. Award Information, it 

should be noted that the anticipated 

award date is October 1, 2009 and not 

October 1, 2010. This section should 

read: ‘‘Anticipated Award Date: Pending 

availability of funds, the proposed start 

date is October 1, 2009.’’ 

(2) The deadline for proposals for 

Critical Language Scholarships for 

Intensive Summer Institutes has been 

extended to July 17, 2009. 

(3) All other terms and conditions of 

the original RFGP remain the same. 

Additional Information: As stated in 

the original RFGP, interested 

organizations should contact Heidi 

Manley, Program Officer at 202–453– 

8534 or by e-mail at 

ManleyHL@state.gov for additional 

information regarding the Critical 

Language Scholarships for Intensive 

Summer Institutes prior to the 

application deadline. 

Dated: June 12, 2009. 

C. Miller Crouch, 

Acting Assistant Secretary for Educational 

and Cultural Affairs, Department of State. 

[FR Doc. E9–14339 Filed 6–17–09; 8:45 am] 

BILLING CODE 4710–05–P 

DEPARTMENT OF STATE 

[Public Notice 6551] 

Advisory Committee to the U.S. 

Section of the Inter-American Tropical 

Tuna Commission (Committee 

Renewal) 

SUMMARY: The Department of State 

announces the renewal of the Charter 

for the Advisory Committee to the U.S. 

Section of the Inter-American Tropical 

Tuna Commission (IATTC) for an 

additional two years. The Advisory 

Committee to the U.S. Section of the 

IATTC may be terminated only by law. 

In accordance with the provisions of the 

Federal Advisory Committee Act (Pub. 

L. 92–463), a new Charter must be 

issued on a biennial basis from the date 

the current Charter was approved and 

filed with Congress and the Library of 

Congress. 

The IATTC was established pursuant 

to the Convention for the Establishment 

of an Inter-American Tropical Tuna 

Commission, signed in 1949. The 

purpose of the IATTC is to conserve and 

manage the fisheries and associated 

resources of the eastern tropical Pacific 

Ocean. The United States is represented 

to the IATTC by the U.S. Section, which 

includes four Presidentially-appointed 

Commissioners and a Department of 

State representative. 

The General Advisory Committee to 

the United States Section of the IATTC 

was established pursuant to Section 4 of 

the Tuna Conventions Act of 1950 (16 

U.S.C. 953, as amended), the 

implementing statute for the IATTC 

Convention. The goal of the Advisory 

Committee is to serve the U.S. Section 

to the IATTC, including the Department 

of State, as advisors on matters relating 

to international conservation and 

management of stocks of tuna and 

dolphins in the eastern tropical Pacific 

Ocean, and in particular to provide 

recommendations on the development 

of U.S. policy associated with such 

matters. 

The Committee is composed of 

representatives of the major U.S. tuna 

harvesting, processing, and marketing 

sectors, as well as recreational fishing 

and environmental interests, 

formulating specific policy 

recommendations for the U.S. Section to 

the IATTC. 

The Advisory Committee will 

continue to follow the procedure 

prescribed by the Federal Advisory 

Committee Act (FACA). Notice of 

meetings is published in the Federal 

Register in advance as required by 

FACA and meetings are open to the 

public unless a determination is made 

in accordance with Section 10 of the 

FACA that a meeting or a portion of the 

meeting should be closed to the public. 

FOR FURTHER INFORMATION CONTACT: 

David F. Hogan, IATTC GAC Designated 

Federal Official, Office of Marine 

Conservation, Bureau of Oceans and 

International Environmental and 

Scientific Affairs, U.S. Department of 

State, Washington, DC 20520, Phone: 

202–647–2335. 

Dated: April 16, 2009. 

David F. Hogan, 

Acting Deputy Assistant Secretary for Oceans 

and Fisheries, Department of State. 

[FR Doc. E9–14345 Filed 6–17–09; 8:45 am] 

BILLING CODE 4710–09–P 

DEPARTMENT OF STATE 

[Public Notice 6675] 

Culturally Significant Objects Imported 

for Exhibition Determinations: ‘‘Degas 

and Music’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of