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SEC. 106.
FOREIGN PUBLIC ACCOUNTING FIRMS.
(a) APPLICABILITY TO CERTAIN FOREIGN FIRMS.—
(1) 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.
(2) 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
H. R. 3763—21
(or firms)
for purposes of registration under, and
oversight
by the Board
in accordance with, this title.
(b) PRODUCTION OF AUDIT WORKPAPERS.—
(1) 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—
(A) 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
(B) 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.
(2) 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—
(A) 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
(B) 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.
(c) 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.
(d) 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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