PCAOB Staff Statement on “No-Deny” Language in Settled Disciplinary Orders and Offers of Settlement*

[July 31, 2026]

Today, PCAOB Enforcement staff is aligning its practice with that of the U.S. Securities and Exchange Commission regarding public denials of findings in settled Board disciplinary orders. PCAOB Enforcement staff will no longer routinely condition a recommendation that the Board accept a settlement offer on the respondent’s agreement not to publicly deny any findings in a settled disciplinary order.

PCAOB Enforcement staff also will not recommend enforcing existing no-deny provisions that have already been included in settled disciplinary orders or offers of settlement. In the event of a breach of an existing no-deny provision, PCAOB Enforcement staff will not recommend that the Board take any action, including vacating a settled disciplinary order based on the breach of the terms of the settlement agreement.

PCAOB Enforcement staff routinely does not recommend that settling respondents be required to admit findings. Today’s statement does not affect PCAOB Enforcement staff’s practice related to admissions in settlements, nor does it affect the Board’s discretion to settle with respondents who decline to admit findings or liability or its discretion to require admissions as part of a settlement.

* The considerations outlined do not establish Board rules or Board policy. The Board retains full discretion to determine whether to approve any particular settlement recommendation presented to it.