[Federal Register Volume 76, Number 11 (Tuesday, January 18, 2011)]
[Rules and Regulations]
[Pages 2805-2807]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-835]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 200
[Release No. 34-63699]
Delegation of Authority to the Chief Accountant
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission is amending its rules
to delegate authority to the Chief Accountant with respect to proposed
rule changes of the Public Company Accounting Oversight Board pursuant
to Section 107 of the Sarbanes-Oxley Act of 2002 and Section 19(b) of
the Securities Exchange Act of 1934, as follows: To publish notices of
proposed rule changes filed by the PCAOB; to approve or disapprove a
proposed rule change; and to temporarily suspend a proposed rule of the
PCAOB. In addition, the Commission is amending its rules to delegate
authority to the Chief Accountant to determine the appropriateness of
extending the time periods specified in Section 19(b) and publish the
reasons for such determination as well as to effect any such extension
and to institute proceedings to determine whether to disapprove a
proposal and to provide to the PCAOB notice of the grounds for
disapproval under consideration, and to find good cause to approve a
proposal on an accelerated basis and to publish the reasons for such
determination. This delegation is intended to conserve Commission
resources and to maintain the effectiveness and efficiency of the
Commission's PCAOB proposed rule filing process.
DATES: Effective Date: January 18, 2011.
FOR FURTHER INFORMATION CONTACT: Jeffrey S. Cohan, Senior Special
Counsel, or John F. Offenbacher, Senior Associate Chief Accountant, at
(202) 551-5300, Office of the Chief Accountant, Securities and Exchange
[[Page 2806]]
Commission, 100 F Street, NE., Washington, DC 20549-7561.
SUPPLEMENTARY INFORMATION:
I. Discussion of Rule Amendments
Pursuant to the Sarbanes-Oxley Act of 2002 (``Sarbanes-Oxley
Act''),\1\ proposed rules of the Public Company Accounting Oversight
Board (``PCAOB'') are governed by certain provisions of Section 19 of
the Securities Exchange Act of 1934 (``Exchange Act'').\2\ The Dodd-
Frank Wall Street Reform and Consumer Protection Act \3\ amended
Section 19 of the Exchange Act so that there are new deadlines by which
the Securities and Exchange Commission (``Commission'') must publish
and act upon proposed rule changes submitted by the PCAOB. In
recognition of the amendments to Section 19, the Commission is amending
its rules governing delegations of authority to the Chief Accountant.
The amendments to Rule 30-11 (17 CFR 200.30-11) authorize the Chief
Accountant: (1) To publish notice of a PCAOB proposed rule change
pursuant to Section 19(b)(1); (2) pursuant to Section 19(b)(2) of the
Exchange Act, to approve or disapprove \4\ a PCAOB proposed rule
change; \5\ (3) pursuant to Section 19(b)(2)(A) of the Exchange Act,\6\
to extend for a period not exceeding 90 days from the date of
publication of notice of the filing of a proposed rule change the
period during which the Commission must by order approve or disapprove
the proposed rule change; (4) pursuant to Section 19(b)(2)(A) of the
Exchange Act,\7\ to determine the appropriateness of extending the
period during which the Commission must by order approve or disapprove
a proposed rule change or institute proceedings to determine whether to
disapprove the proposal and publish the reasons for such determination;
(5) pursuant to Section 19(b)(2)(B) of the Exchange Act,\8\ to extend
for a period not exceeding 240 days from the date of publication of
notice of the filing of a proposed rule change the period during which
the Commission must conclude proceedings to determine whether to
disapprove the proposal and to determine whether such longer period is
appropriate and publish the reasons for such determination; (6) to
temporarily suspend the PCAOB's proposed rule change pursuant to
Section 19(b)(3)(C) of the Exchange Act; \9\ (7) pursuant to Section
19(b)(2) of the Exchange Act and 19(b)(3) of the Exchange Act, to
institute proceedings to determine whether a proposed rule of the PCAOB
should be disapproved and to provide to the PCAOB notice of the grounds
for disapproval under consideration; and (8) to find good cause to
approve a proposal on an accelerated basis and to publish the reasons
for such determination.
---------------------------------------------------------------------------
\1\ See Section 107 of the Sarbanes-Oxley Act, 15 U.S.C. 7217.
\2\ See 15 U.S.C. 78s(b)(2).
\3\ Dodd-Frank Wall Street Reform and Consumer Protection Act,
Pub. L. 111-203, 124 Stat. 1376 (2010).
\4\ 15 U.S.C. 78s(b)(2). Section 107(b) of the Sarbanes Oxley
Act, 15 U.S.C. 7217(b), and Section 19(b)(2)(C) of the Exchange Act,
15 U.S.C. 78s(b)(2)(C), provide the standards for Commission
approval and disapproval of a proposed rule. Specifically, Section
107(b)(3) provides that the Commission ``shall approve a proposed
rule if it finds that the rule is consistent with the requirements
of this Act and the securities laws, or is necessary and appropriate
in the public interest or for the protection of investors.''
Additionally, the Commission may not approve a proposed rule change
earlier than 30 days after the date of publication unless the
Commission finds good cause for so doing and publishes the reasons
for the finding.
\5\ The amendments also specify that the Office of the Chief
Accountant is to notify the Commission no less than five (5)
business days before the Chief Accountant intends to exercise his or
her authority to approve or disapprove a particular proposed rule
change.
\6\ 15 U.S.C. 78s(b)(2)(A).
\7\ 15 U.S.C. 78s(b)(2)(A).
\8\ 15 U.S.C. 78s(b)(2)(B).
\9\ 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------
This delegation is intended to conserve Commission resources and
maintain the effectiveness and efficiency of the Commission's process
for handling proposed rule changes submitted by the PCAOB. The
Commission anticipates that the delegation of authority will help
facilitate timely compliance with the amendments to Section 19 of the
Exchange Act and the new statutory deadlines prescribed therein.
Nevertheless, the Chief Accountant may submit matters to the Commission
for its consideration, as he or she deems appropriate.
The Commission finds, in accordance with the Administrative
Procedure Act (5 U.S.C. 553(b)(3)(A)), that these amendments relate
solely to agency organization, procedures, or practices, and do not
relate to a substantive rule. Accordingly, notice, opportunity for
public comment, and publication of the amendments prior to their
effective date are unnecessary and these changes are effective on
January 18, 2011.
List of Subjects in 17 CFR Part 200
Administrative practice and procedure, Authority delegations
(Government agencies).
Text of Amendment
For the reasons set out in the preamble, Title 17, Chapter II of
the Code of Federal Regulations is amended as follows:
PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS
0
1. The authority citation for Part 200, Subpart A, continues to read in
part as follows:
Authority: 15 U.S.C. 77o, 77s, 77sss, 77d, 78d-1, 78d-2, 78w,
78ll(d), 78mm, 80a-37, 80b-11, and 7202 et seq., unless otherwise
noted.
* * * * *
0
2. Section 200.30-11 is amended as follows:
0
a. Redesignating paragraph (b) as paragraph (c).
0
b. Adding new paragraph (b).
The addition reads as follows:
Sec. 200.30-11 Delegation of authority to the Chief Accountant.
* * * * *
(b)(1) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002,
15 U.S.C. 7217, and section 19(b) of the Act, 15 U.S.C. 78s(b), and
applicable rules of the Commission, to publish notices of proposed rule
changes filed by the Public Company Accounting Oversight Board.
(2) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15
U.S.C. 7217, and section 19(b) of the Act, 15 U.S.C. 78s(b), and
applicable rules of the Commission, to approve or disapprove a proposed
rule change, and to find good cause to approve a proposed rule change
earlier than 30 days after the date of publication of such proposed
rule change and to publish the reasons for such finding. The Office of
the Chief Accountant shall notify the Commission no less than five (5)
business days before the Chief Accountant intends to exercise his or
her authority to approve or disapprove a particular proposed rule
change.
(3) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15
U.S.C. 7217, and section 19(b)(2)(A) of the Act, 15 U.S.C.
78s(b)(2)(A), to extend for a period not exceeding 90 days from the
date of publication of notice of the filing of a proposed rule change
pursuant to section 19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), the
period during which the Commission must by order approve or disapprove
the proposed rule change or institute proceedings to determine whether
the proposed rule change should be disapproved and to determine whether
such longer period is appropriate and publish the reasons for such
determination.
(4) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15
U.S.C.
[[Page 2807]]
7217, section 19(b)(2) of the Act, 15 U.S.C. 78s(b)(2), and section
19(b)(3) of the Act, 15 U.S.C. 78s(b)(3), to institute proceedings to
determine whether a proposed rule change of the Public Company
Accounting Oversight Board should be disapproved and to provide to the
Public Company Accounting Oversight Board notice of the grounds for
disapproval under consideration. In addition, pursuant to section 107
of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7217, and section
19(b)(2)(B) of the Act, 15 U.S.C. 78s(b)(2)(B), to extend for a period
not exceeding 240 days from the date of publication of notice of the
filing of a proposed rule change pursuant to section 19(b)(1) of the
Act, 15 U.S.C. 78s(b)(1), the period during which the Commission must
issue an order approving or disapproving the proposed rule change and
to determine whether such longer period is appropriate and publish the
reasons for such determination.
(5) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15
U.S.C. 7217, and section 19(b)(3)(C) of the Act, 15 U.S.C.
78s(b)(3)(C), to temporarily suspend a rule of the Public Company
Accounting Oversight Board.
* * * * *
Dated: January 11, 2011.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-835 Filed 1-14-11; 8:45 am]
BILLING CODE 8011-01-P