Exchange Act § 4C

Appearance and Practice Before the Commission

a. Authority To Censure

The Commission may censure any person, or deny, temporarily or permanently, to any person the privilege of appearing or practicing before the Commission in any way, if that person is found by the Commission, after notice and opportunity for hearing in the matter --

1. not to possess the requisite qualifications to represent others;

2. to be lacking in character or integrity, or to have engaged in unethical or improper professional conduct; or

3. to have willfully violated, or willfully aided and abetted the violation of, any provision of the securities laws or the rules and regulations issued thereunder.

b. Definition

With respect to any registered public accounting firm or associated person, for purposes of this section, the term 'improper professional conduct' means --

1. intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional standards; and

2. negligent conduct in the form of --

A. a single instance of highly unreasonable conduct that results in a violation of applicable professional standards in circumstances in which the registered public accounting firm or associated person knows, or should know, that heightened scrutiny is warranted; or

B. repeated instances of unreasonable conduct, each resulting in a violation of applicable professional standards, that indicate a lack of competence to practice before the Commission.