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Federal Issues

Municipal Advisors 

The AICPA generally supports the Securities and Exchange Commission’s Proposed Rules as a means to strengthen investor protections in the municipal securities market.  The AICPA also believes that the establishment of a permanent registration regime with the SEC for municipal advisors, including the imposition of certain record-keeping requirements, will further the goals of accountability and transparency in the financial system.  The Institute is concerned, however, that the broad definition in the Proposed Rules of “municipal advisor” will encompass accountants who are performing “customary and usual” services incidental to, or inextricably linked to, the practice of accountancy and should not be subject to required registration.

Background

Section 975 of the Dodd-Frank Act amended Section 15B of the Securities Exchange Act of 1934 to, among other things, make it unlawful for municipal advisors to provide certain advice to, or solicit, municipal entities or certain other persons without registering with the SEC. The SEC believes that the preparation and audit of financial statements or the issuance of letters for underwriters by accountants would not constitute the provision of advice within the meaning of the Exchange Act.   Accordingly, in its rulemaking, the SEC proposes to exclude from the definition of a “municipal advisor” accountants preparing financial statements, auditing financial statements, or issuing letters for underwriters for, or on behalf of, a municipal entity or obligated person.

The AICPA also believes that requiring registration for accounting services was not the intended result of the Dodd-Frank Act.   There is already substantial and appropriate regulation of the accounting profession at the state and federal level.  Therefore, in its comment letter on the SEC’s proposed rule, the AICPA recommended that accountants performing customary and usual accounting services, including accounting, tax, advisory, or other services, including audit and attestation services, where those services are subject to the regulatory authority of a State Board of accountancy or a Federal authority, be exempted from the requirements.

Regulatory Action

The SEC proposed new rules 15Ba1-1 through 15Ba1-7and related forms under the Securities Exchange Act, as published in Release No. 34-63576, File Number S7-45-10, Registration of Municipal Advisors.  Several Members of the House and Senate have met with SEC staff to advocate for a rule that would be similar in applicability to the bills, H.R. 2827 and S. 3620, both which are discussed below. The comment period has closed, and the SEC is currently working on a Final Rule.

Legislative Action

112th Congress

Congressman Robert Dold, an Illinois Republican, introduced H.R. 2827 in August 2011, defining the municipal advisors which will be subject to SEC registration and contains certain exemptions from registration.   A hearing was held in July 2012 in the Subcommittee on Capital Markets and Government Sponsored Enterprises of the House Committee on Financial Services.  The AICPA submitted a letter to the Committee in advance of the July Subcommittee hearing supporting H.R. 2827, conditioned on the exemptions being expanded to include CPAs doing customary and usual accounting services.  The bill was marked up in the Subcommittee in August 2012 and was favorably reported to the full Committee.  In September 2012, the House Financial Services Committee marked-up and favorably reported the bill with a vote of 60-0.  The AICPA sent a letter in support of the bill to the members of the House Financial Services Committee.  At the full committee mark-up, Congressman Dold offered a substitute bill that defined municipal advisors without including CPAs who perform customary and usual accounting services.   Gwen Moore, a Wisconsin Democrat, took the lead in negotiating the compromise substitute bill for the Democrats, making this a truly bipartisan bill.  The bill overwhelmingly passed the House on a voice vote in September 2012.

In September 2012, Senator Roger Wicker, a Mississippi Republican, introduced S. 3620, a companion bill to H.R. 2827.  The Senate did not take action on the bill during 2012, therefore, new bills will need to be reintroduced for these proposals to be considered in the 113th.

113th Congress

Congressman Steve Stivers, an Ohio Democrat, and Congresswoman Gwen Moore, a Wisconsin Democrat, introduced the Municipal Advisor Oversight Improvement Act of 2013, H.R. 797 in February of 2013.  It is identical to the Dold/Moore bill from the 112th Congress.

AICPA Position

The AICPA supports H.R. 797, and will continue to advocate for CPAs who provide only customary and usual services from having to register as municipal advisors, whether through legislative or regulatory action.

Resources

Copy of Legislation

All major Congressional actions related to municipal advisor legislation are available on the Library of Congress's THOMAS website by searching for the legislation by bill number.

AICPA Comment Letter to the SEC

February 25, 2011 AICPA letter to the SEC

AICPA Letters to the House Financial Services Committee regarding H.R. 2827

September 10, 2012 AICPA Letter to the House Financial Services Committee
July 19, 2012 AICPA Letter to the House Financial Services Subcommittee on Capital Markets

Staff Contact

Peter Kravitz
Director, Congressional and Political Affairs
202.434.9218
pkravitz@aicpa.org

Mary Foelster
Director, Governmental Auditing and Accounting
mfoelster@aicpa.org
202.434.9259

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Municipal Advisors

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Published on April 03, 2013

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Article The AICPA believes that CPAs who perform valuation services for employee stock ownership plans (ESOPs) should not be defined as fiduciaries under the Employee Retirement Income Security Act (ERISA). Rather, the AICPA believes that the U.S. Department of Labor (DOL) should implement rules that would require appraisers of ESOPs to
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Audits of Federal Funds (Single Audits)

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Published on March 28, 2013

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