In general. Any foreign public accounting
firm that prepares or furnishes an audit report with respect to any issuer,
shall be subject to this Act and the rules of the Board and the Commission
issued under this Act, in the same manner and to the same extent as a
public accounting firm that is organized and operates under the laws of
the United States or any State, except that registration pursuant to section
102 shall not by itself provide a basis for subjecting such a foreign
public accounting firm to the jurisdiction of the Federal or State courts,
other than with respect to controversies between such firms and the Board.
Board authority. The Board may, by
rule, determine that a foreign public accounting firm (or a class of such
firms) that does not issue audit reports nonetheless plays such a substantial
role in the preparation and furnishing of such reports for particular
issuers, that it is necessary or appropriate, in light of the purposes
of this Act and in the public interest or for the protection of investors,
that such firm (or class of firms) should be treated as a public accounting
firm (or firms) for purposes of registration under, and oversight by the
Board in accordance with, this title.
Production of Audit Workpapers.
Consent by foreign firms. If a foreign
public accounting firm issues an opinion or otherwise performs material
services upon which a registered public accounting firm relies in issuing
all or part of any audit report or any opinion contained in an audit report,
that foreign public accounting firm shall be deemed to have consented--
to produce its audit workpapers for
the Board or the Commission in connection with any investigation by
either body with respect to that audit report; and
to be subject to the jurisdiction of
the courts of the United States for purposes of enforcement of any
request for production of such workpapers.
Consent by domestic firms. A registered
public accounting firm that relies upon the opinion of a foreign public
accounting firm, as described in paragraph (1), shall be deemed--
to have consented to supplying the
audit workpapers of that foreign public accounting firm in response
to a request for production by the Board or the Commission; and
to have secured the agreement of that
foreign public accounting firm to such production, as a condition
of its reliance on the opinion of that foreign public accounting firm.
Exemption Authority. The Commission, and
the Board, subject to the approval of the Commission, may, by rule, regulation,
or order, and as the Commission (or Board) determines necessary or appropriate
in the public interest or for the protection of investors, either unconditionally
or upon specified terms and conditions exempt any foreign public accounting
firm, or any class of such firms, from any provision of this Act or the rules
of the Board or the Commission issued under this Act.
Definition. In this section, the term "foreign
public accounting firm" means a public accounting firm that is organized and
operates under the laws of a foreign government or political subdivision thereof.
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