General Rules and Regulations
Securities Act of 1933
Rule 436 -- Consents Required in Special Cases
If any portion of the report or opinion of an expert
or counsel is quoted or summarized as such in the registration statement or in a
prospectus, the written consent of the expert or counsel shall be filed as an exhibit
to the registration statement and shall expressly state that the expert or counsel
consents to such quotation or summarization.
If it is stated that any information contained in the
registration statement has been reviewed or passed upon by any persons and that such
information is set forth in the registration statement upon the authority of or in
reliance upon such persons as experts, the written consents of such persons shall
be filed as exhibits to the registration statement.
Notwithstanding the provisions of paragraph (b) of
this section, a report on unaudited interim financial information (as defined in
paragraph (d) of this section) by an independent accountant who has conducted a review
of such interim financial information shall not be considered a part of a registration
statement prepared or certified by an accountant or a report prepared or certified
by an accountant within the meaning of sections 7
and 11 of the Act.
The term report on unaudited interim financial information
shall mean a report which consists of the following:
A statement that the review of interim financial
information was made in accordance with established professional standards for such
An identification of the interim financial information
A description of the procedures for a review of interim
A statement that a review of interim financial information
is substantially less in scope than an examination in accordance with generally accepted
auditing standards, the objective of which is an expression of opinion regarding
the financial statements taken as a whole, and, accordingly, no such opinion is expressed;
A statement about whether the accountant is aware
of any material modifications that should be made to the accompanying financial information
so that it conforms with generally accepted accounting principles.
Where a counsel is named as having acted for the underwriters
or selling security holders, no consent will be required by reason of his being named
as having acted in such capacity.
Where the opinion of one counsel relies upon the opinion
of another counsel, the consent of the counsel whose prepared opinion is relied upon
need not be furnished.
Notwithstanding the provisions of paragraphs (a)
and (b) of this section, the security rating assigned to a class of debt securities,
a class of convertible debt securities, or a class of preferred stock by a nationally
recognized statistical rating organization, or with respect to registration statements
on Form F-9 by any other rating organization specified in the Instruction to paragraph
(a)(2) of General Instruction I of Form F-9, shall not be considered a part of
the registration statement prepared or certified by a person within the meaning
of sections 7 and 11
of the Act.
For the purpose of paragraph (g)(1) of this section,
the term nationally recognized statistical rating organization shall have
the same meaning as used in Rule
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