
[Federal Register: January 18, 2011 (Volume 76, Number 11)]
[Rules and Regulations]               
[Page 2805-2807]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr18ja11-7]                         

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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.

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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.
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    \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).
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    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

