[Federal Register Volume 74, Number 159 (Wednesday, August 19, 2009)]
[Notices]
[Page 41955]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-19839]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60496; File No. PCAOB-2008-05]


Public Company Accounting Oversight Board; Order Approving 
Proposed Rules on Succeeding to the Status of a Predecessor Firm

August 13, 2009.

I. Introduction

    On August 4, 2008, the Public Company Accounting Oversight Board 
(the ``Board'' or the ``PCAOB'') filed with the Securities and Exchange 
Commission (the ``Commission'') proposed rules (File No. PCAOB-2008-05) 
on succeeding to the status of a predecessor firm, pursuant to Section 
107 of the Sarbanes-Oxley Act of 2002 (the ``Act''). Notice of the 
proposed rules was published in the Federal Register on June 18, 
2009.\1\ The Commission did not receive any comment letters relating to 
this rule proposal. For the reasons discussed below, the Commission is 
granting approval of the proposed rules.
---------------------------------------------------------------------------

    \1\ See Release No. 34-60108 (June 12, 2009); 74 FR 29005 (June 
18, 2009).
---------------------------------------------------------------------------

II. Description

    On July 28, 2008, the Board adopted rules and submitted to the 
Commission a rule proposal consisting of two new rules (PCAOB Rules 
2108-2109) and a new form, Form 4, related to succeeding to the 
registration status of a predecessor firm. The proposed rules allow, in 
certain circumstances, a registered public accounting firm's 
registration status to continue with a firm that survives a merger or 
other change in the registered firm's legal form. If approved by the 
Commission, the rules on succession reporting would take effect 60 days 
after Commission approval. For firms that had a change in legal form, 
or that resulted from an acquisition or combination, in the period 
between the firm's registration and the effective date of the rules, 
those firms will be required to report the change on Form 4 within 14 
days after the Commission's approval date.
    The proposed rules provide the opportunity for continuity of a 
firm's registration in two categories: (1) changes related to a firm's 
legal form of organization or jurisdiction; and (2) transactions in 
which a registered firm is acquired by an unregistered entity or 
combines with other entities to form a new legal entity. The events to 
which the rules apply are events for which a firm plans, not 
unanticipated events to which a firm reacts. The proposed rules are 
designed to facilitate a firm's ability to factor into its planning, 
and to predict with certainty, whether and how continuity of 
registration can be maintained.
    The proposed rules set a deadline of 14 days for a firm to file a 
report on Form 4, and require certain information and representations 
in the form. If the firm files the form within the required timeframe, 
provides the required representations, and certifies that all required 
information is included, then continuity of registration is automatic, 
without the need for separate Board action. The rules and Form 4 also 
build in safeguards to ensure that the Form 1 registration process is 
not circumvented in circumstances where that process is more 
appropriate than Form 4 succession.

III. Discussion

    The Commission did not receive any comment letters relating to the 
rule proposal.

IV. Conclusion

    The Commission finds that the proposed PCAOB rules on succeeding to 
the registration status of a predecessor firm are consistent with the 
requirements of the Act and the securities laws and are necessary or 
appropriate in the public interest or for the protection of investors.
    It is therefore ordered, pursuant to Section 107 of the Act and 
Section 19(b)(2) of the Exchange Act, that proposed PCAOB Rules on 
Succeeding to the Registration Status of a Predecessor Firm (File No. 
PCAOB-2008-05) be and hereby are approved.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-19839 Filed 8-18-09; 8:45 am]
BILLING CODE 8010-01-P