Office of the Chief Accountant:
Letter to KPGM Regarding planned sale of their respective consulting businesses (Consulting Business) to Atos Origin S.A. (Atos)
July 26, 2002
Senior Partner, KPMG, LLP and Chairman,
Ben van der Veer
Chairman of the Board of Management, KPMG Holding N.V.
8 Salisbury Square
London EC4Y 8BB
The staff has reviewed your letter of July 24, 2002 concerning KPMG LLP's (KPMG U.K.) and KPMG Holding N.V.'s (KPMG - Netherlands) (collectively KPMG) planned sale of their respective consulting businesses (Consulting Business) to Atos Origin S.A. (Atos). In your letter, you detail key terms of the transaction and conditions that KPMG, including entities that would be considered part of KPMG under Rule 2-01(f)(2) of Regulation S-X, will comply with following completion of the transactions. Your letter concludes that, following completion of the transactions and under the specified conditions, KPMG would not have a "mutual or conflicting interest" or a "direct or material indirect business relationship" with, or a "direct financial interest or material indirect financial interest" in, any of its audit clients that are also clients of or enter into business relationships with or invest in Atos, or that are invested in by Atos.
Assuming that the representations set forth in your letter are and continue to be accurate, and further assuming that KPMG continues to comply with each of the conditions set forth in your letter, the Office of the Chief Accountant ("OCA" or the "staff") will not assert that KPMG's independence from an audit client has been impaired solely because that audit client is also a client of, enters into a business relationship with or invests in Atos, or is invested in by Atos. Of course, KPMG otherwise remains fully subject to the Commission's independence requirements. OCA has taken this no-action position based on its evaluation of the relevant legal and policy considerations and does not thereby adopt or endorse the analysis or conclusions set forth in your letter.
The conditions detailed in your letter include, among other things, that: 1) KPMG will limit at the outset and within three years end KPMG's equity interest in Atos; 2) KPMG will impose limitations on Atos' use of the KPMG name; 3) KPMG will have no corporate governance or management interest in Atos; 4) there will be no revenue or profit sharing between KPMG and Atos; 5) shared services between KPMG and the Consulting Businesses will be limited and transitional in nature; and 6) there will be no joint marketing agreements between KPMG and Atos. OCA emphasizes that failure to comply with any of these conditions in your letter will vitiate this no-action position. This response expresses OCA's position only on these particular facts and circumstances and does not purport to express any legal conclusions on this or any other matter.
Samuel L. Burke
Associate Chief Accountant
cc: John T. Bostelman, Esq.
W. J. Clayton, Esq.
Edward Greene, Esq.
Letter to Office of the Chief Accountant from KPMG dated July 24, 2002 Regarding KPMG (UK and Netherlands) Atos Origin SA Transactions