(2) COMMENT.—The Commission, at its discre-
tion, may give interested persons an opportunity for
the oral presentation of data, views, and arguments,
in addition to an opportunity to make written sub-
missions. A transcript shall be kept of any oral pres-
entation.
(3) TEXT OF RULE AND STATEMENT.—A rule
adopted pursuant to this subsection shall incorporate
the text of the amendment to the rules of the Board
and a statement of the Commission’s basis for and
purpose in so amending such rules. The statement
shall include an identification of any facts on which
the Commission considers its determination to
amend the rules of the Board to be based, including
the reasons for the Commission’s conclusions as to
any of such facts that were disputed in the rule-
making.
(4) ADDITIONAL PROVISIONS.—
(A) ADMINISTRATIVE
PROCEDURE.—Ex-
cept as provided in paragraphs (1) through (3)
of this subsection, rulemaking under this sub-
section shall be in accordance with the proce-
dures specified in section 553 of title 5, United
States Code, for rulemaking not on the record.
(B) PRESERVATION
OF
COMMISSION
AU-
THORITY.—Nothing in this subsection shall be
construed to impair or limit the Commission’s
power to make, or to modify or alter the proce-
dures the Commission may follow in making
rules and regulations pursuant to any other au-
thority under this title or the securities laws.
(C) RULE
OF
CONSTRUCTION.—Any amend-
ment to the rules of the Board made by the Com-
mission pursuant to this subsection shall be consid-
ered for all purposes of this title and the securities
laws to be part of the rules of the Board and shall
not be considered to be a rule of the Commission.
(c) COMMISSION REVIEW OF DISCIPLINARY ACTION
TAKEN BY THE BOARD.—
(1) NOTICE TO COMMISSION.—If the Board im-
poses any final disciplinary or remedial sanction on
any public accounting firm registered with the
Board or on any person associated with a public ac-
counting firm registered with the Board, the Board
shall promptly file notice thereof with the Commis-
sion. The notice shall be in such form and contain
such information as the Commission, by rule, may
prescribe as necessary or appropriate in furtherance
of the purposes of this title and the securities laws.
(2) COMMISSION AUTHORITY TO REVIEW.—Any
action with respect to which the Board is required
by paragraph (1) of this subsection to file notice
shall be subject to review by the Commission, on its
own motion, or upon application by any person ag-
grieved thereby filed within 30 days after the date
such notice was filed with the Commission and re-
ceived by such aggrieved person, or within such
longer period as the Commission may determine. Ap-
plication to the Commission for review, or the insti-
tution of review by the Commission on its own mo-
tion, shall not operate as a stay of such action un-
less the Commission otherwise orders, summarily or
after notice and opportunity for hearing on the ques-
tion of a stay (which hearing may consist solely of
the submission of affidavits or presentation of oral
arguments). The Commission shall establish for ap-
propriate cases an expedited procedure for consider-
ation and determination of the question of a stay.
(d) DISPOSITION OF REVIEW; CANCELLATION, RE-
DUCTION, OR REMISSION OF SANCTION.—
(1) AUTHORITY TO AFFIRM, MODIFY, OR SET
ASIDE.—In any proceeding to review a final discipli-
nary or remedial sanction imposed by the Board on
a public accounting firm registered with the Board
or a person associated with such a firm, after notice
and opportunity for hearing (which hearing may
consist solely of consideration of the record before
the Board and opportunity for presentation of sup-
porting reasons to affirm, modify, or set aside the
sanction)—
(A) if the Commission finds that such firm
or person associated with such a firm has en-
gaged in such acts or practices, or has omitted
such acts, as the Board has found him or her
to have engaged in or omitted, that such acts
or practices, or omissions to act, are in violation
of such provisions of this title, the securities
laws, the rules or regulations thereunder, the
rules adopted by the Board, or professional
standards as have been specified in the deter-
mination of the Board, and that such provisions
are and were applied in a manner consistent
with the purposes of this title and the securities
laws, then the Commission, by order, shall so
declare and, as appropriate, affirm the sanction
imposed by the Board, modify the sanction in
accordance with paragraph (2) of this sub-
section, or remand to the Board for further
proceedings; or
(B) if the Commission does not make any
such finding it shall, by order, set aside the
sanction imposed by the Board and, if appro-
priate, remand to the Board for further pro-
ceedings.
(2) ALTERATION OF SANCTION.—If the Com-
mission, having due regard for the public interest
and the protection of investors, finds after a pro-
ceeding in accordance with paragraph (1) of this
subsection that a sanction imposed by the Board
upon such firm or person associated is inadequate or
inappropriate in light of the nature of the violation
and the purposes of the securities laws, or is exces-
sive or oppressive, the Commission may enhance,
modify, cancel, reduce, or require the remission of
such sanction.
(e) BOARD COMPLIANCE WITH RULES AND REGULA-
TIONS.—
(1) COMPLIANCE.—The Board shall comply
with the provisions of this title, the securities laws,
the rules and regulations thereunder, and its own
rules and (subject to the provisions of paragraph (2)
of this subsection and the rules thereunder) absent
reasonable justification or excuse enforce compliance
with such provisions and with professional standards
by public accounting firms registered with the Board
and persons associated with such firms.
(2) COMMISSION RELIEF FROM COMPLIANCE.—
The Commission, by rule, consistent with the public
interest, the protection of investors, and the other
purposes of this title and the securities laws, may re-
lieve the Board of any responsibility under this title
to enforce compliance with any specified provision of
this title, the securities laws, the rules or regulations
thereunder, or professional standards by any public
accounting firm registered with the Board or person
associated with such a firm, or any class of such
firms or persons associated with such firms if the
Commission—
(A) finds that relieving the Board of such
responsibility is necessary in the public interest
and for the protection of investors; and
(B) the Commission assumes the responsi-
bility for enforcing such compliance.
(f) CENSURE OF THE BOARD; OTHER SANCTIONS.—
(1) COMMISSION
AUTHORITY
OVER
BOARD.—
The Commission is authorized, by order, if in its
opinion such action is necessary or appropriate in
the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of this title
enforce compliance with any such provision or any
professional standard by any public accounting firm
registered with the Board or any person associated
with such a firm.
SEC. 409. FOREIGN PUBLIC ACCOUNTING FIRMS.
(a) APPLICABILITY.—Any foreign public accounting
firm that furnishes an independent accountant’s report
with respect to any financial statement, report, or other
document required to be filed with the Commission under
the securities laws shall be subject to the provisions of this
title in the same manner and to the same extent as a do-
mestic public accounting firm.
(b) EXEMPTIONS.—Notwithstanding subsection (a),
the Commission or Board may, by rule, regulation, or
order and as it deems consistent with the public interest
and the protection of investors, either unconditionally or
upon specified terms and conditions—
(1) exempt any foreign public accounting firm,
or any class of such firms, from 1 or more provi-
sions of this title; or
(2) impose additional qualifications on any for-
eign public accounting firm, or any class of such
firms, to assure such firm’s knowledge of profes-
sional standards in the United States and that such
firm has adequate procedures in place to assure
compliance with those professional standards.
(c) LIAISON.—The Board may, as it deems necessary,
consult, liaise, and meet with accounting professionals and
regulators in other countries.
SEC. 410. TRANSITION.
Any person previously associated with a public ac-
counting firm and in the position of chief executive officer,
chief financial officer, controller or principal accounting
officer, or any equivalent positions of an issuer prior to
the enactment of this Act, shall not impair the independ-
ence of an accounting firm under section 406(a)(1). Until
1 year from the date of the enactment of this Act, pro-
viding those services set forth in section 406(a)(2) will not
impair the independence of a public accounting firm, if
performing those services did not otherwise previously im-
pair the firm’s independence under preexisting require-
ments of the Commission or professional standards. Para-
graphs (3) and (4) of section 406(a) shall not apply until
5 years from the enactment of this Act. Section 406(a)(5)
shall not apply to audits commenced prior to the date of
the enactment of this Act.
TITLE V—PRESERVATION OF
AUTHORITY
SEC. 501. SECURITIES AND EXCHANGE COMMISSION AU-
THORITY NOT IMPAIRED.
Nothing in this Act shall be construed to impair or
limit the Securities and Exchange Commission’s authority
over the accounting profession, accounting firms, or per-
sons associated with such firms, or to set standards for
accounting or auditing practices or auditor independence,
derived from other provisions of the securities laws (as
such term is defined in section 3(a)(47) of the Securities
Exchange Act of 1934) or the rules or regulations there-
under, or the Commission’s ability to take, on its own ini-
tiative, legal, administrative, or disciplinary action against
any public accounting firm registered with the Board or
any person associated with such a firm.
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