United States: The PCAOB’s 2012 Enforcement Program – A 2013 Update

Last Updated: January 24 2013
Article by David B. Hardison and Paul H. Pashkoff

In a January 2012 article, we reviewed the enforcement program of the Public Company Accounting Oversight Board (the "PCAOB" or "Board") over its initial decade, following the Board's establishment under the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").1 This article updates that analysis by examining the PCAOB's enforcement program in 2012, as reflected in Board proceedings made public last year.

Our update focuses on PCAOB proceedings "made public" last year, because the PCAOB remains subject to restrictions under Sarbanes-Oxley that limit its ability to publicize enforcement actions against registered public accounting firms or their associated persons. Specifically, under Sarbanes-Oxley and the Board's rules, the PCAOB is not authorized to make its enforcement proceedings public until (1) the parties consent to a public hearing,2 (2) the Board has imposed sanctions and the time to file an appeal with the Securities and Exchange Commission (the "SEC" or "Commission") has expired,3 or (3) the SEC, on appeal, issues an order regarding the sanctions imposed.4 On many occasions, the PCAOB has chafed at these requirements, arguing that they limit the public's ability to understand the Board's enforcement priorities. The PCAOB is also concerned that the restrictions create an incentive for respondents in enforcement cases to contest the Board's allegations and appeal adverse decisions in order to delay publicity about the proceedings.5 To date, however, the PCAOB has not been able to persuade Congress to amend Sarbanes-Oxley to allow the Board to announce when it has commenced a disciplinary proceeding against a registered public accounting firm or an associated person.6

Between 2005 and 2011, the PCAOB publicly announced the resolution of 45 enforcement actions. In 2012, the Board made 11 additional enforcement proceedings public, compared to 10 the prior year. They included eight proceedings that were settled with the consent of the respondents and three adjudicated proceedings where the time for the respondents to file further appeals had expired. The cases announced by the Board in 2012 provide insights into the PCAOB's recent enforcement priorities and include:

  • Several proceedings where the PCAOB found that registered firms or their associated persons had failed to cooperate with the Board's Inspection Staff or Enforcement Staff, had improperly created or altered workpapers or related audit documentation, and/or had failed to file required annual reports or pay required Board support fees;
  • A number of proceedings alleging serious audit failures relating to audits of public companies headquartered in China and other jurisdictions outside the United States;
  • A case against a "Big Four" accounting firm and several of its partners that included a $2.0 million fine against the firm and illustrates when the Board may decide that an engagement team's alleged misinterpretation of GAAP or PCAOB auditing standards should also give rise to sanctions against a firm;
  • Several proceedings in which the PCAOB decided to hold senior partners at registered public accounting firms secondarily liable under Board Rule 3502 for their firms' failure to adopt or implement adequate systems of quality controls; and
  • A proceeding in which the PCAOB found repeated audit failures by a registered firm, but decided to require the firm to retain an independent monitor to oversee and evaluate improvements to the firm's quality controls, rather than terminate its registration with the Board or suspend the firm from auditing public companies for an extended period.

We discuss below the most notable features of the cases announced by the PCAOB in 2012. The proceedings suggest that the Board is focusing its enforcement resources on matters that it believes will send crucial messages to registered public accounting firms and their associated persons regarding compliance, not only with auditing and quality control standards, but also with the Board's procedural rules on inspections and investigations.7

Notable Features of PCAOB Proceedings Announced in 2012

Alleged Failures to Cooperate with the Board's Inspection or Enforcement Staffs

Under Sarbanes-Oxley and the Board's rules, registered public accounting firms and their associated persons must cooperate with requests for information from the Board's Inspection or Enforcement Staffs. This obligation includes the responsibility, when requested, to provide the PCAOB Staff with access to audit workpapers and related documentation on a timely basis that accurately reflects the work performed before issuing an audit report on an issuer's or registered broker-dealer's financial statements or internal controls. When a registered public accounting firm fails to cooperate with the Board's Inspection Staff or Enforcement Staff, or provides the Staff with altered or misleading audit documentation, the PCAOB treats such actions as a threat to the integrity of its processes. Several cases announced by the PCAOB in 2012 reflect the Board's continued efforts to sanction registered firms and their associated persons for engaging in such misconduct.

Specifically, cases announced by the PCAOB in 2012 included allegations that accounting firms or individual CPAs obstructed the Board's inspection program by adding workpapers to audit files after they learned that the Inspection Staff intended to review specific audit engagements, as well as backdating documents to create the misleading impression that required audit procedures had been performed.8 In two actions brought against firms, the PCAOB revoked the firms' registration with the Board, allowing one firm to reapply in five years and the other firm to reapply in two years. In other proceedings against individual CPAs, Board sanctions ranged from restrictions on the role that a CPA could play on public company audit engagements over a two-year period to a permanent bar on association with a PCAOB-registered firm.

In a separate proceeding announced in 2012, the SEC, to which adverse PCAOB decisions may be appealed, sustained the PCAOB's decision to sanction a registered public accounting firm and its sole owner in response to the firm's failure, over an extended period, to produce documents to the Board's Enforcement Staff.9 In that case, which involved a firm in Houston, Texas, the Enforcement Staff had demanded documents in 2006 relating to one of the firm's audit engagements, but the firm repeatedly failed to comply with the Board's demand. In response, the Board permanently revoked the firm's registration with the PCAOB, barred its owner from future association with a PCAOB-registered firm, and imposed a $75,000 penalty on the owner. Notably, in sustaining the PCAOB's sanctions on appeal, the SEC denied the respondents' request for oral argument, concluding that it could address the issues based entirely on the parties' written submissions.

Firm Failures to File Annual Reports or Pay Support Fees

The PCAOB also views a registered public accounting firm's failure to file required annual reports with the Board, or to pay required support fees to the Board, similarly to non-cooperation with the Board. In 2012, the PCAOB announced three cases involving such allegations against Board-registered firms.10 While the Board found violations of other PCAOB standards in one of these proceedings, the failure to file annual reports or pay required support fees was the only alleged violation in two other cases. In one of those cases, the Board permanently revoked the respondent's registration and ordered him to pay a $5,000 civil money penalty. In the other proceeding, the PCAOB suspended a firm's registration with the Board for one year and ordered it to pay a $5,000 civil money penalty.

Alleged Audit Failures Involving Audits of Chinese and Other Non-U.S. Issuers

Since its creation, the PCAOB has met with opposition from some foreign governments, including China and certain countries in the European Union. Citing concerns about national sovereignty or compliance with local laws, these countries have not permitted the Board to conduct inspections of PCAOB-registered firms in their jurisdictions. As a result, situations continue to arise where the PCAOB may be unable to obtain access to workpapers relating to audits of companies that have securities registered in the United States. At the same time, however, the PCAOB has not hesitated to bring enforcement actions against U.S.-based firms where the Board has affirmatively concluded that they conducted inadequate audits of public companies based in China or other jurisdictions outside the United States.

In several cases announced in 2012, the Board took action against accounting firms that had issued audit reports on public companies based outside the United States, but had largely relied on audit procedures performed by other firms without undertaking sufficient steps to confirm the adequacy of the other firms' work. For example, the PCAOB found that Brock, Schecter & Polakoff, LLP ("BSP"), a firm based in Buffalo, New York with no prior public company auditing experience, had essentially subcontracted with accounting firms based in China and Taiwan to audit the financial statements of clients based in those countries.11 In doing so, BSP allowed the foreign firms to plan and perform the audits, but failed to supervise their work or obtain documentation from the other firms, as required under PCAOB Auditing Standard No. 3, to enable the U.S. firm to evaluate their work. Accordingly, the PCAOB found that BSP violated the Board's auditing and quality control standards. In a later 2012 case, the PCAOB similarly found that Michael T. Studer, a sole practitioner in Freeport, New York, violated the Board's auditing and quality control standards while attesting to the internal controls over financial reporting of an issuer headquartered in France, as well as to the financial statements of two China-based issuers.12 As in the BSP proceeding, the PCAOB found that Studer failed to appropriately supervise field work performed by a non-U.S. firm retained to assist with the Chinese engagements and did not obtain sufficient documentation of the other firm's procedures.

The PCAOB is currently evaluating the appropriate role of principal auditors on multi-location audit engagements, which frequently require the involvement of numerous audit firms in different jurisdictions.13 In practice, questions often arise as to the extent to which a principal auditor in one location can properly rely on audit procedures performed by an auditor in another jurisdiction, who may have language skills and familiarity with local business practices that the principal auditor does not possess. While the answers to such questions may be complex, the BSP and Studer proceedings demonstrate that, at least in situations where the Board believes that a principal auditor has effectively abdicated its responsibility to oversee an audit engagement, it may charge a firm or individual practitioner with violations of professional standards.14

Action Against "Big Four" Firm Involving Alleged Misinterpretation of GAAP

Prior to 2012, approximately 24% of the PCAOB's public enforcement actions had been brought against one of the "Big Four" accounting firms or their associated persons. In 2012, one of the 11 enforcement actions announced by the Board involved a "Big Four" firm.15 The proceeding, a February 2012 settlement involving Ernst & Young LLP ("E&Y") and four of its partners, related to E&Y's 2005-07 audits of Medicis Pharmaceutical Corporation ("Medicis") and resulted in the payment of a $2.0 million civil money penalty by E&Y, the largest penalty that the PCAOB has imposed against a registered public accounting firm.16

The principal allegation in this case was that E&Y auditors failed to adequately evaluate Medicis's sales return reserves under Statement of Financial Accounting Standards No. 48, Revenue Recognition When a Right of Return Exists. In addition to charging members of the engagement teams for this alleged deficiency, however, the PCAOB also named E&Y. The key factor that led to the Board's decision to charge E&Y appears to have been that E&Y personnel had raised questions about Medicis's reserve policy during an internal "audit quality review" performed by the firm. In response, the engagement team, after consulting with others, concluded that Medicis's prior policy was flawed, but that a different accounting rationale, not previously relied upon by the company, supported Medicis's decision to reserve for most of its estimated product returns at replacement cost, rather than at gross sales price. In the PCAOB's view, neither approach was proper under GAAP. In addition, the Board found that E&Y violated PCAOB auditing standards by failing to evaluate the adequacy of Medicis's disclosures in its public filings about its reserve policies.

This proceeding is significant for two reasons. First, although the PCAOB has no authority to establish GAAP, the Board's Staff frequently challenges interpretations of GAAP by issuers and their auditors during firm inspections and enforcement investigations. Thus, while the PCAOB has no express jurisdiction over public companies, issuers need to be mindful that the Board's evaluation of their financial statements during an inspection of their outside auditors may focus attention on their accounting judgments and lead to potential restatements. Second, the fact that the Board chose to charge E&Y as a firm in the Medicis case illustrates the current complexities of professional practice for public accounting firms. Had E&Y not had an internal system of "quality reviews" in place to review selected audit engagements, the Board's Inspection Staff might have questioned the adequacy of the firm's quality controls. On the other hand, the fact that issues related to Medicis's reserve policy were identified during an internal review and vetted with others at E&Y – but not ultimately addressed to the Board's satisfaction – appears to have been a significant factor in the Board's decision to charge the firm in the proceeding.

Actions Against Individual Auditors Relating to Firm Quality Control Deficiencies

Under the PCAOB's current standards, the obligation to implement adequate systems of quality controls lies, in the first instance, with accounting firms, rather than with individual firm partners or employees.17 In situations where regulators believe that an individual should be held responsible for a firm's failure to adopt adequate quality controls, or ensure compliance with such systems, this language arguably constrains their ability to take actions against individual CPAs.

In 2006, however, the SEC approved PCAOB Rule 3502, which provides that an associated person of a registered public accounting firm shall not "cause" the firm, among other things, to violate professional standards by "tak[ing] or omit[ting] to take an action knowing, or recklessly not knowing, that the act or omission would directly and substantially contribute to a violation." Rule 3502 thus now provides the PCAOB with a basis to hold individual CPAs responsible for an accounting firm's quality controls deficiencies, analogous to the SEC's authority under Section 21C of the Securities Exchange Act of 1934 (the "Exchange Act") to bring administrative cease-and-desist proceedings against persons who "cause" violations of the federal securities laws.18

The Board invoked Rule 3502 as a basis to impose secondary liability on individual CPAs in several cases announced in 2012 that involved such circumstances. In a May 2012 case related to the BSP proceeding, the PCAOB found that a principal at an accounting firm was designated as responsible for the firm's quality control procedures, but had failed to ensure that any of BSP's public company audit engagements were subject to either peer or internal quality reviews. In the Board's opinion, this lack of diligence contributed to BSP's failure to comply with monitoring requirements under the PCAOB's quality control standards. The Board censured the CPA and barred him from association with a registered firm, with a right to reapply in three years.19 In a later 2012 case involving Lawrence H. Wolfe, a partner at Jewett, Schwartz, Wolfe & Associates, P.L. ("JSW"), the PCAOB permanently barred Wolfe from association with a registered firm after concluding, among other things, that Wolfe bore responsibility for JSW's inadequate quality control systems.20 Of particular note, the Board found that JSW's stated quality control policies were largely taken from materials in commercial publications, but that Wolfe had failed to implement those policies or communicate them to other JSW personnel with audit-related duties. The results in these cases suggest that the Board can also be expected to cite Rule 3502 as a basis to hold individual CPAs responsible for firm quality control deficiencies in future proceedings.

Action Resolved Through Appointment of Independent Monitor

Section 105 of Sarbanes-Oxley authorizes the Board to impose a broad range of disciplinary and remedial sanctions on registered public accounting firms or their associated persons in enforcement proceedings. Such sanctions include not only censures and temporary suspensions or permanent revocations of a firm's PCAOB registration or of an individual's right to associate with a registered firm, but also civil money penalties, additional professional education or training requirements, and "temporary or permanent limitation on the activities, functions, or operations" of a registered firm or associated person.21

The enforcement proceedings announced in the early years of the PCAOB's existence raised a question as to whether the Board intended to make full use of the range of sanctioning authority granted by Congress. Instead, the Board appeared disposed to impose sanctions modeled after those typically imposed against CPAs by the SEC in proceedings under Section 4C of the Exchange Act and Rule 102(e) of the SEC's Rules of Practice: censures, permanent revocations of the right to practice before the Board, or bars with a right to apply to resume association with a PCAOB-registered firm after a period of time had elapsed.22

In the Studer case, however, the PCAOB took a different approach. In that proceeding, which was announced in September 2012, the Board cited serious audit failures by Studer and his firm in connection with unqualified audit reports issued on one France-based issuer's internal controls over financial reporting and two China-based issuers' financial statements.23 Rather than terminate the firm's PCAOB registration or temporarily or permanently bar Studer from association with a PCAOB-registered firm, the Board required the firm to retain an independent monitor to review and evaluate the firm's compliance with a series of undertakings designed to strengthen the firm's quality control policies and procedures. Under the settlement, Studer was also required to obtain 60 hours of continuing professional education. While the monitor's review was taking place, both Studer and his firm were subject to broad restrictions on their ability to participate in audits subject to the Board's oversight. The Board agreed, however, to lift most of these restrictions once the independent monitor had issued a "Certificate of Compliance" attesting to the firm's compliance with enhanced quality controls. The Board's order did not address why the PCAOB agreed to this resolution, but it offers hope that, in some instances, the Board will be prepared to resolve cases without insisting upon the more onerous sanctions imposed on registered firms and individual CPAs in earlier settlements.


The PCAOB heads into 2013 with a substantial backlog of pending enforcement cases that have not yet been resolved, as well as numerous ongoing investigations.24 Over the course of the coming year, we believe that the Board's enforcement proceedings will continue to underscore the PCAOB's focus on alleged audit failures and abuses of the Board's administrative processes. In addition, the Board has recently adopted new standards on auditor communications with audit committees that will take effect this year,25 and mapped out an aggressive standard-setting agenda for 2013 that may result in the PCAOB's proposal or adoption of new standards addressing a broad range of topics, including supervisory responsibilities within registered public accounting firms, fair value measurements, and accounting estimates.26 As the PCAOB continues to expand the body of professional standards applicable to auditors of public companies (and, potentially, to auditors of registered broker-dealers)27 so too does the risk increase that the Board's Enforcement Staff may contend that a Board-registered firm or individual auditor failed to adhere to the PCAOB's requirements.

Law Clerk Victoria Bohannan provided valuable assistance in the research and drafting of this client memorandum.


1 See "An Assessment of the PCAOB's Enforcement Program to Date Under Sarbanes-Oxley" (Jan. 10, 2012), available at http://www.friedfrank.com/index.cfm?pageID=25&itemID=6458.

2 Section 105(c)(2) of Sarbanes-Oxley; PCAOB Rule 5203.

3 Section 105(d)(1)(C) of Sarbanes-Oxley; PCAOB Rule 5204.

4 Section 105(e)(1) of Sarbanes-Oxley; PCAOB Rule 5206. In a 2009 opinion, however, the SEC raised some question as to whether it would treat PCAOB enforcement proceedings on appeal to the Commission as non-public. See In the Matter of the Application of Gately & Assocs., LLC and James P. Gately, CPA, Admin. Proceeding No. 3-13535 (Oct. 23, 2009) (ordering that the respondents' appeal to the SEC for review of a PCAOB disciplinary action be a public proceeding, while granting the respondents leave to seek a protective order, in accordance with the Commission's Rules of Practice, with respect to information in the record).

5 In 2010, for example, Enforcement Director Claudius Modesti stated that the nonpublic nature of the Board's enforcement proceedings is "the most pressing issue facing the Board's enforcement program and its ability effectively to protect investors." Claudius B. Modesti, Director of Enforcement, PCAOB, The Need for Transparency in PCAOB Disciplinary Proceedings, Address Before the New York State Society of CPAs' SEC Conference (Sept. 28, 2010).

6 In late 2011, two bills were introduced in the Senate and the House of Representatives that would amend Sarbanes-Oxley to allow the PCAOB to make its disciplinary proceedings public when filed. PCAOB Enforcement Transparency Act of 2011, S. 1907, 112th Cong. (2011); H.R. 3503, 112th Cong. (2011). Neither bill was reported out of committee for consideration by the full Senate or House.

7 The Board's latest "Strategic Plan" states that the PCAOB "seeks to exercise its enforcement authority strategically" by "focusing on serious violations of PCAOB standards or securities laws by auditors." The Board also projects that roughly 75% of the Board's investigations in 2013 will involve "high-priority" investigations that involve "significant investor protection considerations such as improving audit quality by strengthening skepticism, objectivity and independence of the audit profession, as well as the protection of Board regulatory processes." PCAOB Strategic Plan 2012-2016: Improving the Relevance and Quality of the Audit for the Protection and Benefit of Investors (Nov. 30, 2012) at 34.

8 In the Matter of Dale Arnold Hotz, CPA, Jyothi Nuthulaganti Manohar, CPA and Michael Jared Fadner, CPA, PCAOB Release No. 105-2012-008 (Nov. 13, 2012); In the Matter of Jewett, Schwartz, Wolfe & Associates, P.L., PCAOB Release No. 105-2012-004 (Sept. 7, 2012); In the Matter of Lawrence H. Wolfe, CPA, PCAOB Release No. 105-2012-005 (Sept. 7, 2012); In the Matter of Uma D. Basso, CPA, PCAOB Release No. 105-2012-006 (Sept. 7, 2012); In the Matter of Brock, Schecter & Polakoff, LLP, PCAOB Release No. 105-2012-002 (May 22, 2012); In the Matter of James R. Waggoner, CPA, PCAOB Release No. 105-2012-003 (May 22, 2012).

9 In the Matter of the Application of R.E. Bassie & Co. and R. Everett Bassie, C.P.A., Accounting & Auditing Enforcement Release No. 3354 (Jan. 10, 2012).

10 In the Matter of Jewett, Schwartz, Wolfe & Associates, P.L., PCAOB Release No. 105-2012-004 (Sept. 7, 2012); In the Matter of Buckno, Lisicky & Company, P.C., PCAOB Release No. 105-2011-004 (Jan. 9, 2012); In the Matter of Paul Gaynes, PCAOB Release No. 105-2011-006 (Jan. 9, 2012).

11 In the Matter of Brock, Schecter & Polakoff, LLP, PCAOB Release No. 105-2012-002 (May 22, 2012).

12 In the Matter of Michael T. Studer, CPA, P.C. and Michael T. Studer, CPA, PCAOB Release No. 105-2012-007 (Sept. 7, 2012).

13 The Board has suggested that that it may propose new auditing standards on this topic in the first half of 2013. See Office of the Chief Auditor, Standard-Setting Agenda (Nov. 2012) at 3-5.

14 The sanctions imposed by the PCAOB in the BSP and Studer proceedings, however, were quite different. In the BSP case, the PCAOB censured the firm, revoked its registration with the Board with a right to reapply in two years, and imposed a $20,000 civil money penalty. In the Studer case, however, the Board did not revoke the registration of Studer's firm or impose a fine. Instead, Studer agreed to retain an independent monitor to assess his firm's future compliance with PCAOB standards, as well as to certain restrictions on his and the firm's future audit-related activities. See infra n. 23 and accompanying text.

15 In the Matter of Ernst & Young LLP, Jeffrey S. Anderson, CPA, Ronald Butler, Jr., CPA, Thomas A. Christie, CPA, and Robert H. Thibault, CPA, PCAOB Release No. 105-2012-001 (Feb.8, 2012).

16 Prior to this action, the largest civil money penalty that the PCAOB had imposed against an accounting firm was a $1.5 million civil penalty imposed in April 2011 against the auditors of Satyam Computer in India. In the Matter of Price Waterhouse, Bangalore, et al, PCAOB Release No. 105-2011-002 (Apr. 5, 2011). However, the SEC also took action against the accounting firms involved in the Satyam matter and imposed an additional $6.0 million penalty on those firms. In the Matter of Lovelock & Lewes et al, Exchange Act Release No. 64184 (Apr. 5, 2011).

17 Specifically, QC § 20.03, which the PCAOB adopted as part of its interim quality control standards, provides that "a firm has a responsibility to ensure that its personnel comply with the professional standards applicable to its accounting and auditing practice" (emphasis supplied).

18 Securities Exchange Act § 21C, 15 U.S.C. § 78u-3 (2006).

19 In the Matter of James R. Waggoner, CPA, PCAOB Release No. 105-2012-003 (May 22, 2012). In imposing these sanctions on Waggoner, the Board also found other violations by Waggoner relating to the conduct of BSP's public company audit engagements.

20 In the Matter of Lawrence H. Wolfe, CPA, PCAOB Release No. 105-2012-005 (Sept. 7, 2012). As in the Waggoner case, the Board also found that Wolfe also directly violated other professional standards relating to the conduct of JSW audit engagements.

21 Section 105(c)(4) of Sarbanes-Oxley. Certain of these sanctions, however, may be imposed only in cases that involve either (i) intentional or knowing conduct that results in a violation of an applicable statutory, regulatory, or professional standard, or (ii) repeated instances of negligent conduct, each resulting in such a violation. See Section 105(c)(5) of Sarbanes-Oxley.

22 Exchange Act § 4C, 15 U.S.C. § 78d-3 (2006); 17 C.F.R. § 201.102(e) (2009).

23 In the Matter of Michael T. Studer, CPA, P.C. and Michael T. Studer, CPA, PCAOB Release No. 105-2012-007 (Sept. 7, 2012).

24 In its most recent Annual Report, the Board disclosed that disciplinary proceedings involving formal allegations of misconduct against 19 firms and individual auditors were pending as of December 31, 2011. See "Protecting the Public Interest Through Audit Oversight," 2011 Annual Report (May 2012) at 20.

25 See Auditing Standard No. 16, Communications with Audit Committees (effective for audits of fiscal years beginning on or after December 15, 2012).

26 Office of the Chief Auditor Standard-Setting Agenda (Nov. 2012) at 3-5.

27 The SEC currently requires audits of registered broker-dealers to comply with GAAS rather than PCAOB auditing standards, but has proposed amendments to Exchange Act Rule 17a-5 that, if adopted, would require such audits to be performed in accordance with PCAOB auditing standards. See Broker-Dealer Reports, Exchange Act Release No. 34-64676 (June 15, 2011).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

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