Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 437a -- Written Consents

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1. This section applies only to registrants that:
   
   
   1. Are not a "blank check company" as defined in Rule 419(a)(2); and
      
      
   2. Are filing a registration statement containing financial statements in which Arthur Andersen LLP (or a foreign affiliate of Arthur Andersen LLP) had been acting as the independent public accountant.
      
      
2. Notwithstanding any other Commission rule or regulation, every registrant eligible to rely on this section may dispense with the requirement for the registrant to file the written consent of Arthur Andersen LLP (or a foreign affiliate of Arthur Andersen LLP) as required by Section 7 of the Act where:
   
   
   1. The registrant has not already obtained the written consent that would be required if not for this section;
      
      
   2. The registrant is not able to obtain the written consent after reasonable efforts; and
      
      
   3. The registrant discloses clearly any limitations on recovery by investors posed by the lack of consent.
      
      

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