SEC No-Action Letter Regarding Deloitte & Touche Tax Technologies LLC and Tax Technology Services Division Disposition

100 F Street, NE
Washington, D.C. 20549
Re: Deloitte & Touche LLP/Deloitte Tax LLP/Deloitte & Touche Acquisition Company LLC Ladies and Gentlemen:
We hereby request that the Staff of the Office of the Chief Accountant (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) advise that, based upon and subject to the matters referred to herein, it will not recommend that the Commission take enforcement action against Deloitte & Touche LLP, a Delaware limited liability partnership (“D&T”), Deloitte Touche Tohmatsu, a Swiss Verein (“DTT”), or any of DTT’s member firms or its or their respective subsidiaries or any other firms conducting audit activities for SEC registrants under the name “Deloitte Touche Tohmatsu,” “Deloitte & Touche,” “Tohmatsu” or other combinations or derivations thereof or otherwise as part of the DTT network of firms or “accounting firms”1 (each such firm, a “DTT Entity,” and collectively, for the purposes of this letter only, “DTT Entities”),2 asserting that either D&T or any DTT Entity is not “independent” based upon the attribution to D&T or any DTT Entity of the activities of Warburg Pincus Private Equity IX L.P., a Delaware limited partnership, or any of WPIX’s subsidiaries or affiliates (such subsidiaries and affiliates are referred to herein individually and jointly as “WPIX”). As described in more detail herein, WPIX proposes to acquire from D&T, Deloitte Tax LLP, a Delaware limited liability partnership (“Deloitte Tax”), and Deloitte & Touche Acquisition Company LLC, a Delaware limited liability company (“D&T Acquisition,” and together with D&T and Deloitte Tax, the “Sellers”), (1) all the membership interests in Deloitte & Touche Tax Technologies LLC, a Delaware limited liability company (“DT3”), which conducts a business of developing, marketing, and licensing certain software products for companies that are primarily in the Fortune 1000 (the “DT3 Business”), and (2) Deloitte Tax’s Tax Technology Services division, which implements, customizes and offers assessment and training services with respect to customized income tax 1 As such term is defined pursuant to Rule 2-01(f)(2) of Regulation S-X, 17 C.F.R. § 210.2-01(f)(2) (2002). 2 The term DTT Entity includes any other entity that would be subject to the Commission’s independence rules as defined in Rule 2-01(f)(2) of Regulation S-X.