(a) If any portion of the report or opinion of an expert or counsel is quoted
or summarized as such in the registration statement or in a prospectus, the written consent of the expert or counsel
shall be filed as an exhibit to the registration statement and shall
expressly state that the expert or counsel consents to such
quotation or summarization.
(b) If it is stated that any information contained in the registration
statement has been reviewed or passed upon by any persons and that such
information is set forth in the registration statement upon the authority of
or in reliance upon such persons as experts, the written consents of such
persons shall be filed as exhibits to the registration statement.
(c) Notwithstanding the provisions of paragraph (b) of this section, a
report on unaudited interim financial
information (as defined in paragraph (d) of this section)
by an independent accountant who has conducted a review of such interim
financial information shall not be considered a part of a registration
statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning
of sections 7 and 11 of the Act.
(d) The term report on unaudited interim financial information
shall mean a report which consists of the following:
(1) A statement that the review of interim financial information was made in
accordance with established professional standards for such reviews;
(2) An identification of the interim financial information reviewed;
(3) A description of the procedures for a review of interim financial
(4) A statement that a review of interim financial information is
substantially less in scope than an examination in accordance with generally
accepted auditing standards, the objective of which is an expression of
opinion regarding the financial statements taken as a whole, and,
accordingly, no such opinion is expressed; and
(5) A statement about whether the accountant is aware of any material modifications that should be made to the
accompanying financial information so that it conforms with generally
accepted accounting principles.
(e) Where a counsel is named as having acted for the underwriters or selling
security holders, no consent will be required by reason of his being named
as having acted in such capacity.
(f) Where the opinion of one counsel relies upon the opinion of another
counsel, the consent of the counsel whose prepared opinion is relied upon
need not be furnished.
(1) Notwithstanding the provisions of paragraphs (a) and (b) of this section,
the security rating assigned to a class of debt securities, a class of convertible debt securities, or a class of preferred stock by a
nationally recognized statistical rating organization, or with respect to
registration statements on Form F-9 (§ 239.39 of
this chapter) by any other rating organization specified in the
Instruction to paragraph (a)(2) of General Instruction I of Form F-9, shall
not be considered a part of the registration statement prepared or
certified by a person within the meaning of sections 7 and 11 of the Act.
(2) For the purpose of paragraph (g)(1) of this section, the term nationally recognized statistical rating organization shall have
the same meaning as used in Rule 15c3-1(c)(2)(vi)(F) (17
CFR 240.15c3-1 (c)(2)(vi)(F)).
[47 FR 11441, Mar. 16, 1982, as amended at 58 FR 62030, Nov. 23, 1993; 76 FR
71876, Nov. 21, 2011]
Title 17 published on 2015-04-01.
The following are only the Rules published in the Federal Register after the published date of Title 17.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.
This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.