[Federal Register Volume 73, Number 185 (Tuesday, September 23, 2008)]
[Notices]
[Pages 54874-54875]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-22115]
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SECURITIES AND EXCHANGE COMMISSION
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy Washington, DC
20549-0213.
Reports of Evidence of Material Violations:
SEC File No. 270-514, OMB Control No. 3235-0572.
Notice is hereby given that pursuant to the Paperwork Reduction Act
(PRA) of 1995, 44 U.S.C. Sections 3501-3520, the Securities and
Exchange Commission (``Commission'') is soliciting comments on the
collection of information summarized below. The Commission plans to
submit the existing collection of information to the Office of
Management and Budget for extension.
On February 6, 2003, the Commission published final rules,
effective August 5, 2003, entitled ``Standards of Professional Conduct
for Attorneys Appearing and Practicing Before the Commission in the
Representation of an
[[Page 54875]]
Issuer'' (17 CFR 205.1-205.7). The information collection embedded in
the rules is necessary to implement the Standards of Professional
Conduct for Attorneys prescribed by the rule and required by Section
307 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7245). The rules
impose an ``up-the-ladder'' reporting requirement when attorneys
appearing and practicing before the Commission become aware of evidence
of a material violation by the issuer or any officer, director,
employee, or agent of the issuer. An issuer may choose to establish a
qualified legal compliance committee (``QLCC'') as an alternative
procedure for reporting evidence of a material violation. In the rare
cases in which a majority of a QLCC has concluded that an issuer did
not act appropriately, the information may be communicated to the
Commission. The collection of information is, therefore, an important
component of the Commission's program to discourage violations of the
federal securities laws and promote ethical behavior of attorneys
appearing and practicing before the Commission.
The respondents to this collection of information are attorneys who
appear and practice before the Commission and, in certain cases, the
issuer, and/or officers, directors and committees of the issuer. We
believe that, in providing quality representation to issuers, attorneys
report evidence of violations to others within the issuer, including
the Chief Legal Officer, the Chief Executive Officer, and, where
necessary, the directors. In addition, officers and directors
investigate evidence of violations and report within the issuer the
results of the investigation and the remedial steps they have taken or
sanctions they have imposed. Except as discussed below, we therefore
believe that the reporting requirements imposed by the rule are ``usual
and customary'' activities that do not add to the burden that would be
imposed by the collection of information.
Certain aspects of the collection of information, however, may
impose a burden. For an issuer to establish a QLCC, the QLCC must adopt
written procedures for the confidential receipt, retention, and
consideration of any report of evidence of a material violation. We
estimate for purposes of the PRA that there are approximately 16,611
issuers that are subject to the rules.\1\ Of these, we estimate that
approximately five percent, or 831, have established or will establish
a QLCC.\2\ Establishing the written procedures required by the rule
should not impose a significant burden. We assume that an issuer would
incur a greater burden in the year that it first establishes the
procedures than in subsequent years, in which the burden would be
incurred in updating, reviewing, or modifying the procedures. For
purposes of the PRA, we assume that an issuer would spend 6 hours every
three-year period on the procedures. This would result in an average
burden of 2 hours per year. Thus, we estimate for purposes of the PRA
that the total annual burden imposed by the collection of information
would be 1,662 hours. Assuming half of the burden hours will be
incurred by outside counsel at a rate of $400 per hour would result in
a cost of $332,400.
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\1\ This estimate is based, in part, on the total number of
operating companies that filed annual reports on Form 10-K, Form 10-
KSB, Form 20-F, or Form 40-F, during the 2008 fiscal year and an
estimate of the average number of issuers that may have a
registration statement filed under the Securities Act pending with
the Commission at any time (12,939). In addition, we estimate that
approximately 3,672 investment companies currently file periodic
reports on Form N-SAR.
\2\ Indications are that the 2005 estimate of the percentage of
issuers that would establish QLCCs (10%) was high. Our adjusted
estimate in the percentage of QLCCs (5%) results in a reduced burden
estimate as compared to the previously-approved collection.
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The estimate of average burden hours is made solely for the
purposes of the Paperwork Reduction Act, and is not derived from a
comprehensive or even a representative survey or study. An agency may
not conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a currently valid OMB
control number.
Written comments are requested on: (a) Whether the collection of
information is necessary for the proper performance of the functions of
the Commission, including whether the information has practical
utility; (b) the accuracy of the Commission's estimate of the burden[s]
of the collection of information; (c) ways to enhance the quality,
utility, and clarity of the information collected; and (d) ways to
minimize the burden of the collection of information on respondents,
including through the use of automated collection techniques or other
forms of information technology. Consideration will be given to
comments and suggestions submitted in writing within 60 days of this
publication.
Please direct your written comments to Lewis W. Walker, Acting
Director/Chief Information Officer, Securities and Exchange Commission,
C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia
22312; or send an e-mail to: [email protected].
September 15, 2008.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-22115 Filed 9-22-08; 8:45 am]
BILLING CODE 8010-01-P