January 13, 2004
NOTICE for Canadian firms registering with the PCAOB as auditors of US registrants
The Public Company Accounting Oversight Board (PCAOB) has adopted a registration system that requires non-US public accounting firms that "wish to prepare or issue audit reports on US public companies, or to play a substantial role in the preparation or issuance of such reports" to register with the PCAOB. Further information can be found on the PCAOB web-site on www.pcaobus.org.
This registration process requires firms to disclose certain specified information to the PCAOB. Rule 2105 recognizes that non-US law might prohibit disclosure of all this information. Accordingly, the Rule provides that, to the extent non US law prohibits the disclosure, firms may withhold the information and instead submit
| (i) |
a copy of the conflicting non US law, in English |
| (ii) |
a legal opinion that submitting the information would cause the applicant to violate the conflicting non US law, and |
| (iii) |
an explanation of the applicant's efforts to seek consents or waivers to eliminate the conflict, if the withheld information could be provided to the PCAOB with a consent or waiver, and a representation that the applicant was unable to obtain such consents or waivers to eliminate the conflict. |
an explanation of the applicant's efforts to seek consents or waivers to eliminate the conflict, if the withheld information could be provided to the PCAOB with a consent or waiver, and a representation that the applicant was unable to obtain such consents or waivers to eliminate the conflict.
The larger firms have obtained a legal opinion indicating that some of the registration requirements conflict with Canadian law. The opinion is limited to the laws and regulations of the province of Ontario and the laws and regulations of Canada in effect on November 7, 2003. The firms have kindly agreed to make a copy of the opinion available to other Canadian firms who will be registering with the PCAOB to assist their counsel and them in preparing their registration material.
If you would like to obtain a copy of this opinion please contact Susan Gambles at CICA. The opinion will be provided in draft form as background material to assist you and your counsel in considering limitations on your ability to provide information which the PCAOB may require. It is not intended to be legal advice to you and none of the Canadian Institute of Chartered Accountants or The Institute of Chartered Accountants of Manitoba, Blake, Cassels & Graydon LLP (the firm which prepared the draft opinion) or any of the six largest accounting firms in the country (who arranged for the opinion) or any director, officer, partner, employee or agent of any of them shall have any liability to you or any other person for anything contained in, or omitted from, the draft opinion. |
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