15 U.S.C. § 7233 — Commission authority

Page 2337 TITLE 15—COMMERCE AND TRADE § 7241 (Pub. L. 107–204, title I, § 110, as added Pub. L. 111–203, title IX, § 982(a)(1), July 21, 2010, 124 Stat. 1927.) Editorial Notes REFERENCES IN TEXT Section 77s(b) of this title, as amended by this Act, referred to in par. (5)(A)(i), means section 77s(b) of this title, as amended by Pub. L. 107–204. Title II, referred to in par. (5)(B), means title II of Pub. L. 107–204, July 30, 2002, 116 Stat. 771, which en- acted subchapter II of this chapter and amended sec- tions 78c, 78j–1, 78l and 78q of this title. For complete classification of title II to the Code, see Tables. Statutory Notes and Related Subsidiaries EFFECTIVE DATE Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking. SUBCHAPTER II—AUDITOR INDEPENDENCE § 7231. Exemption authority The Board may, on a case by case basis, ex- empt any person, issuer, public accounting firm, or transaction from the prohibition on the pro- vision of services under section 78j–1(g) of this title, to the extent that such exemption is nec- essary or appropriate in the public interest and is consistent with the protection of investors, and subject to review by the Commission in the same manner as for rules of the Board under sec- tion 7217 of this title. (Pub. L. 107–204, title II, § 201(b), July 30, 2002, 116 Stat. 772.) § 7232. Study of mandatory rotation of registered public accounting firms (a) Study and review required The Comptroller General of the United States shall conduct a study and review of the poten- tial effects of requiring the mandatory rotation of registered public accounting firms. (b) Report required Not later than 1 year after July 30, 2002, the Comptroller General shall submit a report to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Fi- nancial Services of the House of Representatives on the results of the study and review required by this section. (c) Definition For purposes of this section, the term ‘‘manda- tory rotation’’ refers to the imposition of a limit on the period of years in which a par- ticular registered public accounting firm may be the auditor of record for a particular issuer. (Pub. L. 107–204, title II, § 207, July 30, 2002, 116 Stat. 775.) § 7233. Commission authority (a) Commission regulations Not later than 180 days after July 30, 2002, the Commission shall issue final regulations to carry out each of subsections (g) through (l) of section 78j–1 of this title. (b) Auditor independence It shall be unlawful for any registered public accounting firm (or an associated person there- of, as applicable) to prepare or issue any audit report with respect to any issuer, if the firm or associated person engages in any activity with respect to that issuer prohibited by any of sub- sections (g) through (l) of section 78j–1 of this title or any rule or regulation of the Commis- sion or of the Board issued thereunder. (Pub. L. 107–204, title II, § 208, July 30, 2002, 116 Stat. 775.) § 7234. Considerations by appropriate State regu- latory authorities In supervising nonregistered public accounting firms and their associated persons, appropriate State regulatory authorities should make an independent determination of the proper stand- ards applicable, particularly taking into consid- eration the size and nature of the business of the accounting firms they supervise and the size and nature of the business of the clients of those firms. The standards applied by the Board under this Act should not be presumed to be applicable for purposes of this section for small and me- dium sized nonregistered public accounting firms. (Pub. L. 107–204, title II, § 209, July 30, 2002, 116 Stat. 775.) Editorial Notes REFERENCES IN TEXT This Act, referred to in text, is Pub. L. 107–204, July 30, 2002, 116 Stat. 745, known as the Sarbanes-Oxley Act of 2002. For complete classification of this Act to the Code, see Tables. SUBCHAPTER III—CORPORATE RESPONSIBILITY § 7241. Corporate responsibility for financial re- ports (a) Regulations required The Commission shall, by rule, require, for each company filing periodic reports under sec- tion 78m(a) or 78o(d) of this title, that the prin- cipal executive officer or officers and the prin- cipal financial officer or officers, or persons per- forming similar functions, certify in each an- nual or quarterly report filed or submitted under either such section of this title that— (1) the signing officer has reviewed the re- port; (2) based on the officer’s knowledge, the re- port does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the state- ments made, in light of the circumstances under which such statements were made, not misleading; (3) based on such officer’s knowledge, the fi- nancial statements, and other financial infor- mation included in the report, fairly present in all material respects the financial condition and results of operations of the issuer as of, and for, the periods presented in the report; (4) the signing officers—