Public Company Accounting Oversight Board; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Adjusting Implementation Schedule of Rule 3523, Tax Services for Persons in Financial Reporting Oversight Roles, 37281-37282 [E7-13136]
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Federal Register / Vol. 72, No. 130 / Monday, July 9, 2007 / Notices
For the Commission, by the Division of
Investment Management, under delegated
authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–13191 Filed 7–6–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
Dated: July 3, 2007.
Nancy M. Morris,
Secretary.
[FR Doc. E7–13272 Filed 7–6–07; 8:45 am]
Sunshine Act Meetings
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold the following
meetings during the week of July 9,
2007:
An Open Meeting will be held on
Wednesday, July 11, 2007 at 10 a.m., in
the Auditorium, Room L–002. A Closed
Meeting will be held on Thursday, July
12, 2007 at 2 p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters may also be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), (9)(B), and
(10) and 17 CFR 200.402(a)(3), (5), (7),
9(ii) and (10), permit consideration of
the scheduled matters at the Closed
Meeting.
Commissioner Nazareth, as duty
officer, voted to consider the items
listed for the closed meeting in closed
session.
The subject matter of the Open
Meeting scheduled for Wednesday, July
11, 2007 at 10 a.m. will be:
The Commission will consider whether to
adopt a new antifraud rule under Section 206
of the Investment Advisers Act of 1940. The
new rule would prohibit advisers to certain
pooled investment vehicles from making
false or misleading statements to, or
otherwise defrauding, investors or
prospective investors in those pooled
vehicles.
rwilkins on PROD1PC63 with NOTICES
The subject matter of the Closed
Meeting scheduled for Thursday, July
12, 2007 will be:
Formal orders of investigations;
Institution and settlement of injunctive
actions;
Institution and settlement of administrative
proceedings of an enforcement nature;
Resolution of litigation claims; and
Other matters related to enforcement
proceedings.
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16:59 Jul 06, 2007
Jkt 211001
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55997; File No. PCAOB–
2007–01]
Public Company Accounting Oversight
Board; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change Adjusting Implementation
Schedule of Rule 3523, Tax Services
for Persons in Financial Reporting
Oversight Roles
July 2, 2007.
Pursuant to section 107(b) of the
Sarbanes-Oxley Act of 2002 (the ‘‘Act’’),
notice is hereby given that on April 3,
2007, the Public Company Accounting
Oversight Board (the ‘‘Board’’ or the
‘‘PCAOB’’) filed with the Securities and
Exchange Commission (the ‘‘SEC’’ or
‘‘Commission’’) the proposed rule
change described in Items I and II
below, which items have been prepared
by the Board. The PCAOB has
designated the proposed rule change as
‘‘constituting a stated policy, practice,
or interpretation with respect to the
meaning, administration, or
enforcement of an existing rule’’ under
Section 19(b)(3)(A)(i) of the Securities
Exchange Act of 1934 (as incorporated,
by reference, into Section 107(b)(4) of
the Act), which renders the proposal
effective upon receipt of this filing by
the Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule from
interested persons.
I. Board’s Statement of the Terms of
Substance of the Proposed Rule
The PCAOB is filing with the SEC an
adjustment of the implementation
schedule for Rule 3523, Tax Services for
Persons in Financial Reporting
Oversight Roles. Specifically the Board
will not apply Rule 3523 to tax services
provided on or before July 31, 2007,
when those services are provided during
the audit period and are completed
before the professional engagement
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37281
period begins. The PCAOB is not
proposing any textual changes to the
Rules of the PCAOB.
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 and discussed any
comments it received on 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
Rule
(a) Purpose
On July 26, 2005, the Board adopted
certain rules related to registered public
accounting firms’ provision of tax
services to public company audit
clients. The rules were designed to
address certain concerns related to
auditor independence when auditors
sell personal tax services to individuals
who play a direct role in preparing the
financial statements of public company
audit clients or market or otherwise
opine in favor of aggressive tax shelter
schemes. As part of this rulemaking, the
Board adopted Rule 3523, which
provides that a registered firm, subject
to certain exceptions, is not
independent of an audit client if the
firm, or an affiliate of the firm, provides
tax services during the audit and
professional engagement period1 to a
person in, or an immediate family
member of a person in, a financial
reporting oversight role at an audit
client. Rule 3523 was approved by the
Securities and Exchange Commission
(‘‘SEC’’) on April 19, 2006.
On October 31, 2006, the Board
adjusted the implementation schedule
for Rule 3523, as it applies to tax
services provided during the period
subject to audit but before the
professional engagement period, so that
the Board could revisit this aspect of the
1 Consistent with the SEC’s independence rules,
17 CFR 210.2–01(f)(5), the phrase ‘‘audit and
professional engagement period’’ is defined to
include two discrete periods of time. The ‘‘audit
period’’ is the period covered by any financial
statements being audited or reviewed. Rule
3501(a)(iii)(1). The ‘‘professional engagement
period’’ is the period beginning when the
accounting firm either signs the initial engagement
letter or begins audit procedures and ends when the
audit client or the accounting firm notifies the SEC
that the client is no longer that firm’s audit client.
Rule 3501(a)(iii)(2).
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09JYN1
37282
Federal Register / Vol. 72, No. 130 / Monday, July 9, 2007 / Notices
rule.2 On April 3, 2007, the Board
issued a concept release to solicit
comment on the possible effects on a
firm’s independence of providing tax
services to a person covered by Rule
3523 during the portion of the audit
period that precedes the beginning of
the professional engagement period, and
other practical consequences of
applying the restrictions imposed by
Rule 3523 to that portion of the audit
period. The Board has determined to
further adjust the implementation
schedule for Rule 3523 in order to allow
sufficient time for consideration of
commenters’ views. Specifically, the
Board will not apply Rule 3523 to tax
services provided on or before July 31,
2007, when those services are provided
during the audit period and are
completed before the professional
engagement period begins.
No other aspect of the Board’s rules
on independence and tax services is
affected by this extension. As of
November 1, 2006, registered firms have
been required to comply with Rule 3523
as it relates to tax services provided
while they serve as auditor of record for
an audit client—that is, during the
‘‘professional engagement period.’’ In
addition, with one exception, all other
PCAOB rules concerning independence,
tax services, and contingent fees that
were adopted by the Board on July 26,
2005 and approved by the SEC on April
19, 2006 are now in effect.3
(b) Statutory Basis
The statutory basis for the proposed
rule change is Title I of the Act.
B. Board’s Statement on Burden on
Competition
The Board does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
rwilkins on PROD1PC63 with NOTICES
C. Board’s Statement on Comments on
the Proposed Rule Received From
Members, Participants or Others
The Board did not solicit or receive
written comments on the proposed rule
change.
2 See PCAOB Release No. 2006–006 (October 31,
2006), at 2. Specifically, the Board stated that Rule
3523 will not apply to tax services provided on or
before April 30, 2007, when those services are
provided during the audit period and are completed
before the professional engagement period begins.
3 With respect to tax services provided to audit
clients whose audit committees pre-approve tax
services pursuant to policies and procedures, Rule
3524 will not apply to any such tax service that is
begun by April 20, 2007. See PCAOB Release No.
2006–001 (March 28, 2006), at 2–3, PCAOB Release
No. 2005–020 (November 22, 2005) at 2–3, and
PCAOB Release No. 2005–14 (July 26, 2005)
at 47–48.
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16:59 Jul 06, 2007
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III. Date of Effectiveness of the
Proposed Rule and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Securities Exchange Act of 1934
(as incorporated, by reference, into
Section 107(b)(4) of the Act) and
paragraph (f) of Rule 19b–4 thereunder.
At any time within 60 days of the filing
of the proposed rule change, the
Commission may summarily abrogate
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule is
consistent with the requirements of
Title I of the Act. Comments may be
submitted by any of the following
methods:
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 Number PCAOB–
2007–01 and should be submitted on or
before July 30, 2007.
By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. E7–13136 Filed 7–6–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55984; File No. SR–CBOE–
2007–53]
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/pcaob.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number PCAOB–2007–01 on the subject
line.
Self-Regulatory Organizations;
Chicago Board Options Exchange,
Incorporated; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change, as Modified by
Amendment No. 1 Thereto, Relating to
an Administrative CBOE Billing Rule
June 29, 2007.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
Paper Comments
notice is hereby given that on May 29,
2007, the Chicago Board Options
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Exchange, Incorporated (‘‘CBOE’’ or
Securities and Exchange Commission,
‘‘Exchange’’) filed with the Securities
100 F Street, NE., Washington, DC
and Exchange Commission
20549–1090.
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
All submissions should refer to File
Number PCAOB–2007–01. This file
III below, which Items have been
number should be included on the
substantially prepared by the CBOE. On
subject line if e-mail is used. To help the June 28, 2007, the Exchange filed
Commission process and review your
Amendment No. 1 to the proposed rule
comments more efficiently, please use
change. The Commission is publishing
only one method. The Commission will this notice to solicit comments on the
post all comments on the Commission’s proposed rule change, as amended, from
Internet Web site (https://www.sec.gov/
interested persons.
rules/pcaob.shtml). Copies of the
I. Self-Regulatory Organization’s
submission, all subsequent
Statement of the Terms of Substance of
amendments, all written statements
the Proposed Rule Change
with respect to the proposed rule
change that are filed with the
The Exchange proposes to make a
Commission, and all written
change to an administrative CBOE
communications relating to the
billing rule. The text of the proposed
proposed rule change between the
Commission and any person, other than rule change is available at the CBOE, on
the Exchange’s Web site at https://
those that may be withheld from the
www.cboe.org/legal, and in the
public in accordance with the
Commission’s Public Reference Room.
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
1 15 U.S.C. 78s(b)(1).
the Commission’s Public Reference
2 17 CFR 240.19b–4.
Room. Copies of such filing also will be
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]]>Agencies
[Federal Register Volume 72, Number 130 (Monday, July 9, 2007)]
[Notices]
[Pages 37281-37282]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-13136]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55997; File No. PCAOB-2007-01]
Public Company Accounting Oversight Board; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change Adjusting
Implementation Schedule of Rule 3523, Tax Services for Persons in
Financial Reporting Oversight Roles
July 2, 2007.
Pursuant to section 107(b) of the Sarbanes-Oxley Act of 2002 (the
``Act''), notice is hereby given that on April 3, 2007, the Public
Company Accounting Oversight Board (the ``Board'' or the ``PCAOB'')
filed with the Securities and Exchange Commission (the ``SEC'' or
``Commission'') the proposed rule change described in Items I and II
below, which items have been prepared by the Board. The PCAOB has
designated the proposed rule change as ``constituting a stated policy,
practice, or interpretation with respect to the meaning,
administration, or enforcement of an existing rule'' under Section
19(b)(3)(A)(i) of the Securities Exchange Act of 1934 (as incorporated,
by reference, into Section 107(b)(4) of the Act), which renders the
proposal effective upon receipt of this filing by the Commission. The
Commission is publishing this notice to solicit comments on the
proposed rule from interested persons.
I. Board's Statement of the Terms of Substance of the Proposed Rule
The PCAOB is filing with the SEC an adjustment of the
implementation schedule for Rule 3523, Tax Services for Persons in
Financial Reporting Oversight Roles. Specifically the Board will not
apply Rule 3523 to tax services provided on or before July 31, 2007,
when those services are provided during the audit period and are
completed before the professional engagement period begins. The PCAOB
is not proposing any textual changes to the Rules of the PCAOB.
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 and
discussed any comments it received on 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 Rule
(a) Purpose
On July 26, 2005, the Board adopted certain rules related to
registered public accounting firms' provision of tax services to public
company audit clients. The rules were designed to address certain
concerns related to auditor independence when auditors sell personal
tax services to individuals who play a direct role in preparing the
financial statements of public company audit clients or market or
otherwise opine in favor of aggressive tax shelter schemes. As part of
this rulemaking, the Board adopted Rule 3523, which provides that a
registered firm, subject to certain exceptions, is not independent of
an audit client if the firm, or an affiliate of the firm, provides tax
services during the audit and professional engagement period\1\ to a
person in, or an immediate family member of a person in, a financial
reporting oversight role at an audit client. Rule 3523 was approved by
the Securities and Exchange Commission (``SEC'') on April 19, 2006.
---------------------------------------------------------------------------
\1\ Consistent with the SEC's independence rules, 17 CFR 210.2-
01(f)(5), the phrase ``audit and professional engagement period'' is
defined to include two discrete periods of time. The ``audit
period'' is the period covered by any financial statements being
audited or reviewed. Rule 3501(a)(iii)(1). The ``professional
engagement period'' is the period beginning when the accounting firm
either signs the initial engagement letter or begins audit
procedures and ends when the audit client or the accounting firm
notifies the SEC that the client is no longer that firm's audit
client. Rule 3501(a)(iii)(2).
---------------------------------------------------------------------------
On October 31, 2006, the Board adjusted the implementation schedule
for Rule 3523, as it applies to tax services provided during the period
subject to audit but before the professional engagement period, so that
the Board could revisit this aspect of the
[[Page 37282]]
rule.\2\ On April 3, 2007, the Board issued a concept release to
solicit comment on the possible effects on a firm's independence of
providing tax services to a person covered by Rule 3523 during the
portion of the audit period that precedes the beginning of the
professional engagement period, and other practical consequences of
applying the restrictions imposed by Rule 3523 to that portion of the
audit period. The Board has determined to further adjust the
implementation schedule for Rule 3523 in order to allow sufficient time
for consideration of commenters' views. Specifically, the Board will
not apply Rule 3523 to tax services provided on or before July 31,
2007, when those services are provided during the audit period and are
completed before the professional engagement period begins.
---------------------------------------------------------------------------
\2\ See PCAOB Release No. 2006-006 (October 31, 2006), at 2.
Specifically, the Board stated that Rule 3523 will not apply to tax
services provided on or before April 30, 2007, when those services
are provided during the audit period and are completed before the
professional engagement period begins.
---------------------------------------------------------------------------
No other aspect of the Board's rules on independence and tax
services is affected by this extension. As of November 1, 2006,
registered firms have been required to comply with Rule 3523 as it
relates to tax services provided while they serve as auditor of record
for an audit client--that is, during the ``professional engagement
period.'' In addition, with one exception, all other PCAOB rules
concerning independence, tax services, and contingent fees that were
adopted by the Board on July 26, 2005 and approved by the SEC on April
19, 2006 are now in effect.\3\
---------------------------------------------------------------------------
\3\ With respect to tax services provided to audit clients whose
audit committees pre-approve tax services pursuant to policies and
procedures, Rule 3524 will not apply to any such tax service that is
begun by April 20, 2007. See PCAOB Release No. 2006-001 (March 28,
2006), at 2-3, PCAOB Release No. 2005-020 (November 22, 2005) at 2-
3, and PCAOB Release No. 2005-14 (July 26, 2005) at 47-48.
---------------------------------------------------------------------------
(b) Statutory Basis
The statutory basis for the proposed rule change is Title I of the
Act.
B. Board's Statement on Burden on Competition
The Board does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act.
C. Board's Statement on Comments on the Proposed Rule Received From
Members, Participants or Others
The Board did not solicit or receive written comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Securities Exchange Act of 1934 (as incorporated, by
reference, into Section 107(b)(4) of the Act) and paragraph (f) of Rule
19b-4 thereunder. At any time within 60 days of the filing of the
proposed rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
is 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 (https://
www.sec.gov/rules/pcaob.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number PCAOB-2007-01 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number PCAOB-2007-01. 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 (https://www.sec.gov/rules/
pcaob.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change 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. Copies of such
filing also will 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 Number PCAOB-
2007-01 and should be submitted on or before July 30, 2007.
By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. E7-13136 Filed 7-6-07; 8:45 am]
BILLING CODE 8010-01-P
