[Federal Register Volume 88, Number 98 (Monday, May 22, 2023)]
[Notices]
[Pages 32813-32814]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-10812]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97514; File No. PCAOB-2023-01]


Public Company Accounting Oversight Board; Order Granting 
Approval of Proposed Amendments To Conform PCAOB Rule 6100 to the 
Consolidated Appropriations Act, 2023

I. Introduction

    On March 29, 2023, the Public Company Accounting Oversight Board 
(the ``Board'' or the ``PCAOB'') filed with the Securities and Exchange 
Commission (the ``Commission''), pursuant to section 107(b) \1\ of the 
Sarbanes-Oxley Act of 2002 (``SOX'') and section 19(b) \2\ of the 
Securities Exchange Act of 1934 (the ``Exchange Act''), a proposal to 
adopt amendments (the ``Proposed Amendments'') to existing PCAOB Rule 
6100 to align with recent changes to SOX that relate to Board 
determinations under the Holding Foreign Companies Accountable Act (the 
``HFCAA'').\3\ The Proposed Amendments were published for comment in 
the Federal Register on April 4, 2023.\4\ We received no comment 
letters in response to the notice. This order approves the Proposed 
Amendments, which we find to be consistent with the requirements of SOX 
and the securities laws and necessary or appropriate in the public 
interest or for the protection of investors.
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    \1\ 15 U.S.C. 7217(b).
    \2\ 15 U.S.C. 78s(b).
    \3\ The HFCAA requirements were amended by the Consolidated 
Appropriations Act, 2023 (Pub. L. 117-328, 136 Stat. 4459 (Dec. 29, 
2022)).
    \4\ See Public Company Accounting Oversight Board; Notice of 
Filing of Proposed Rules on Amendments to Board Rule Governing 
Determinations Under the Holding Foreign Companies Accountable Act, 
Release No. 34-97223 (Mar. 30, 2023) [88 FR 20002 (Apr. 4, 2023)], 
available at https://www.sec.gov/rules/pcaob/2023/34-97223.pdf.
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II. Description of the Proposed Amendments

    On March 28, 2023, the PCAOB adopted the Proposed Amendments.\5\ 
The Proposed Amendments would amend existing PCAOB Rule 6100 to align 
the rule with recent changes to section 104(i)(2)(A)(ii) of SOX enacted 
by the Consolidated Appropriations Act, 2023.\6\ These amendments would 
allow the Board to make a determination regarding its inability to 
inspect or investigate completely a registered public accounting firm 
based on positions taken by authorities in any foreign jurisdiction, 
not just the foreign jurisdiction in which the firm is headquartered or 
has an office.
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    \5\ See Amendments to Board Rule Governing Determinations Under 
the Holding Foreign Companies Accountable Act, PCAOB Release No. 
2023-002 (Mar. 28, 2023), available at https://assets.pcaobus.org/pcaob-dev/docs/default-source/rulemaking/docket-050/pcaob-release-no.-2023-002--rule-6100-amendments.pdf?sfvrsn=c4c270d0_4.
    \6\ Public Law 117-328, 136 Stat. 4459 (Dec. 29, 2022).
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III. Effective Date

    The Proposed Amendments would be effective immediately upon 
Commission approval.

IV. Comment Letters

    The comment period on the Proposed Amendments ended on April 25, 
2023. We received no comment letters in response to this notice.

V. Effect on Emerging Growth Companies

    Pursuant to section 103(a)(3)(C) of SOX, the rules and related 
amendments to PCAOB standards are subject to a separate determination 
by the Commission regarding their applicability to audits of emerging 
growth companies (as defined in section 3(a)(80) of the Exchange Act). 
The Commission would approve such rules only if it makes a 
determination that the application of such additional requirements is 
necessary or appropriate in the public interest after considering the 
protection of investors and whether the action will promote efficiency, 
competition, and capital formation.\7\ The PCAOB concluded that section 
103(a)(3)(C) of SOX does not apply to this rulemaking because the 
Amendments neither require ``mandatory audit firm rotation or a 
supplement to the auditor's report in which the auditor would be 
required to provide additional information about the audit firm and the 
financial statements'' of issuers nor do they impose any ``additional 
requirements'' on audits of emerging growth companies. We agree with 
the PCAOB's conclusion that section 103(a)(3)(C) of SOX does not apply 
to this rulemaking.
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    \7\ See Section 103(a)(3)(C) of SOX.
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    While we agree with the Board's conclusion that section 
103(a)(3)(C) of SOX does not apply to the Proposed Amendments and thus 
do not need to make the additional determination described above, we 
nonetheless believe the Proposed Amendments are necessary or 
appropriate in the public interest, after considering the protection of 
investors and whether the action will promote efficiency, competition, 
and capital formation. Specifically, all firms, including auditors of 
EGCs, and investors will benefit from the clarification regarding the 
Board's determinations set forth in the Proposed Amendments.

VI. Conclusion

    The Commission has carefully reviewed and considered the Proposed 
Amendments and the information submitted therewith by the PCAOB.
    In connection with the PCAOB's filing and the Commission's review, 
the Commission finds that:
    A. The Proposed Amendments are consistent with the requirements of 
SOX

[[Page 32814]]

and the securities laws and are necessary or appropriate in the public 
interest or for the protection of investors; and
    B. Section 103(a)(3)(C) of SOX does not apply to the Proposed 
Amendments.
    It is therefore ordered, pursuant to section 107 of SOX and section 
19(b)(2) of the Exchange Act, that the Proposed Amendments (File No. 
PCAOB-2023-01) be and hereby are approved.

    By the Commission.

    Dated: May 16, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-10812 Filed 5-19-23; 8:45 am]
BILLING CODE 8011-01-P


