concurring in part with and dissenting in part from Judge SILBERMAN’S and Judge RANDOLPH’S opinions: For the following reasons, the decision of the Securities and Exchange Commission should be affirmed.
I. INTRODUCTION
I concur with my colleagues’ holdings that the Commission has the authority to issue Rule 2(e), that the evidence supports the Commission’s findings, and that discovery into the Commission’s deliberations is inappropriate. I dissent from their conclusions regarding scienter and Rule 2(e)(1)(ii). I do not believe that the SEC acted arbitrarily or capriciously when it found Cheekosky and Aldrich negligent and suspended them under Rule 2(e)(l)(ii).
II. THE COMMISSION’S AUTHORITY TO ISSUE RULE 2(e)
The Commission has the authority to issue Rule 2(e) in order to “protect the integrity of its own processes” (e.g. to assure honest and accurate financial filings) by revoking the privileges of professionals whose conduct threatens those processes. See Touche Ross, & Co. v. SEC, 609 F.2d 570, 582 (2d Cir.1979); Davy v. SEC, 792 F.2d 1418, 1421 (9th Cir.1986). This authority emanates from the Commission’s broad rulemaking power to implement the Act and the SEC’s mandate to protect the investing public.1 Rule 2(e) is separate from the SEC’s arsenal against violations of the Act’s substantive provisions,2 because suspensions under the Rule are necessary to aid the Commission in the regulation and administration of the Act, and are not actions for punishment or relief under the substantive provisions of the securities laws.3 See Touche Ross, 609 F.2d at 579.
As Section IV explains, the Commission’s authority to protect itself extends to cases such as the one at bar, in which the SEC has found that negligent improper professional conduct, which results in $37 million worth of errors in five financial statements over a *494four-year period, merits Rule 2(e)(1)(b) suspensions.4
III. SUFFICIENCY OF THE EVIDENCE
The SEC found that Checkosky and Aid-rich were at least negligent in failing to adhere to GAAP and to conduct their audits in accordance with GAAS.5 The evidence overwhelmingly supports the SEC’s findings. The facts recited in Judge Randolph’s opinion amply reveal the foundation for this conclusion, and Judge Silberman’s additions reinforce the point.
IV. RULE 2(e)(l)(ii) AND SCIENTER
The SEC did not have to find scienter to invoke Rule 2(e)(l)(ii) in this case. This position is completely consistent with the SEC’s mission and has not been rejected by courts interpreting the SEC’s power to implement Rule 2(e).6 With the exception of Rule 2(e)(l)(iii), regarding willful aiding and abetting, the language of Rule 2(e) does not require that the Commission find scienter before suspending a professional’s privilege to practice before it. Furthermore, past SEC decisions do not dictate that the Commission find scienter in this case.
A. Carter Is Not Inconsistent With This Case
The Commission has never made the all-encompassing ruling that scienter is necessary for all suspensions under Rule 2(e). Its broadest statement of such a requirement came in In re Carter, where the Commission pronounced that scienter was a necessary element to willful aiding and abetting under Rule 2(e)(1)(iii). [1981 Tr.Binder] Fed.Sec. L.Rep. (CCH) ¶ 82,847 at 84,167 (Feb. 28, 1981). Rule 2(e)(1)(i) & (ii) are not based upon “willfulness,” and therefore the Carter pronouncement should not be read to extend to those subsections.
Further, when the SEC interpreted Rule 2(e)(l)(ii) in Carter, it found “no unfairness whatsoever in holding those professionals who practice before [it] to generally recognized norms of professional conduct.” Id. at 84,170.
To the extent that the Carter decision can be read to require a finding of scienter for lawyers in certain circumstances, that decision is quite a narrow one.7 When the Commission interpreted Rule 2(e)(1)(ii) regarding improper conduct in Carter, it stated as an introduction to the analysis that its focus was upon the “professional obligations of the lawyer who gives essentially correct disclosure advice to a client that does not follow that advice and as a result violated the federal securities laws.” Id. ¶ 82,847, at 84,170-84,-171. The Commission went to great lengths to explain that the corporate lawyer is “only an adviser, and the final judgment — and, indeed, responsibility — as to what course of conduct is to be taken must lie with the client.” Id.
It is in this context that the Carter decision stated that improper professional conduct under Rule 2(e)(1)(ii) does not apply so long as the lawyer counsels accurate disclosure. The Commission explained that:
[A] lawyer engages in “unethical or improper professional conduct” under the following circumstances: When a lawyer with significant responsibilities in the effectua*495tion of a company’s compliance with the disclosure requirements of the federal securities laws becomes aware that his client is engaged in a substantial and continuing failure to satisfy those disclosure requirements, his continued participation violates professional standards unless he takes prompt steps to end the client’s noneompli-anee.
Id. ¶ 82,847 at 84,172-73.
After making this announcement, the Commission discussed whether this meant that whenever a client chooses not to comply with the advice of counsel, it becomes necessary for a lawyer to resign. Only under those circumstances did the SEC state that “[s]o long as a lawyer is acting in good faith and exerting reasonable efforts to prevent violations of the law by his client, his professional obligations have been met.” Id. Carter thus presents this court, the Commission, and professionals practicing before the Commission with an interpretation of Rule 2(e)(l)(ii) in a very narrow set of circumstances.
The facts of Carter are not comparable to those of the ease at bar. The Carter case should not be used as a screen for those professionals (including lawyers)8 who fail to do their duty to investigate, and then file financial statements with the Commission and certify them as correct when they contain egregious errors. That is what the law judge and the Commission found happened in this case. Thus, we should not send it back for further explanation of why accountants differ from lawyers or for a more definite standard than the SEC set forth in its decision.
B. The Commission Adequately Distinguished Carter
Moreover, even if we assume that the SEC needed to explain the difference between Carter and this case, the Commission did so sufficiently. Whatever the boundaries of Carter as applied to lawyers, the Commission specifically held that it need not find bad faith or willful misconduct in order to find that an accountant acted improperly. Checkosky, ¶ 73,871, at 63,121. In so declaring, the SEC reaffirmed its prior statement in In re Haskins & Sells,9 that scienter is not required for the imposition of sanctions against accountants in a Rule 2(e) proceeding.
The SEC decision in this case distinguished the Carter ruling by noting that even Carter acknowledged that:
Accountants, of course, issue audit reports that speak directly to the investing public and publicly represent that the code of conduct embodied in the statements of auditing standards promulgated by the AIC-PA has been followed. The duty of accountants to those who justifiably rely on those reports is well-recognized. But the traditional role of the lawyer as counselor is to advise his client, not the public, about the law.
Checkosky, ¶ 73,871, at 63,130 (emphasis added) (quoting Carter, ¶ 82,847, at 84,160).
The auditor has an overriding duty to the investing public not to represent that a financial statement is presented in conformity with generally accepted accounting principles if it is not.10 When CPAs certify audits, the investing public relies on their objectivity and integrity to maintain order in commerce.11 If any explanation of a “departure” from Carter was necessary, the SEC provided us with a rational one. The SEC did not act arbitrarily or capriciously in this matter.
Y. DISCOVERY INTO THE COMMISSION’S DELIBERATIONS
I join in Section V of Judge RANDOLPH’S opinion regarding discovery into the Commission’s deliberations.
*496VI. DISPOSITION OF THE CASE
The SEC decision should be affirmed. If this case is remanded, the SEC decision should not be vacated until this court overrules it.
. See 15 U.S.C. § 78w(a)(1); 15 U.S.C. § 77s(a).
. The district courts have exclusive jurisdiction over violations of the Act itself. Touche Ross, 609 F.2d at 579 (citing 15 U.S.C. §§ 78aa & 77v(a)).
. Further, only Rule 2(e)(1)(iii) conditions suspensions upon willful violations of, or wilfully aiding and abetting violations of, the federal securities laws.
. The SEC approved the ALJ’s ruling, which found that negligence sufficed to invoke the Rule, and the Commission further stated that "proof of bad faith or willful misconduct is not a prerequisite for the imposition of sanctions pursuant to Rule 2(e)(l)(ii).” In re Checkosky, Fed.Sec. L.Rep. (CCH) ¶ 73,871 at 63,121 (Aug. 26, 1992). Thus, the SEC adequately stated the standard which it was applying — negligence.
. Although the SEC found negligence in this case, my concurrence should not be read to subscribe to the view that the SEC must always find negligence before suspending an accountant for improper conduct. There may be cases in which the magnitude of errors alone would be sufficient to invoke Rule 2(e)(l)(ii). That issue is not before us, however.
. Touche Ross does not reach the issue of the Commission's authority to suspend accountants for negligent behavior. Davy and Danna & Detinger v. SEC, No. C-93-4158, mem. op. at 3-4, 5 n. 2, 1994 WL 315877 (N.D.Cal. Feb. 8, 1994) support a finding of such authority.
. The narrow dictum in the 1942 SEC decision in In re Logan, 10 S.E.C. 982 (1942), is even more inapposite as a basis for forcing the SEC to revisit this case.
. The Carter decision should not even apply to a lawyer who files false statements with the SEC, at least when the lawyer fails to attempt to verify the accuracy of the statements and to counsel honesty.
. [1937-1982 Accounting Series Releases Tr. Binder] Fed.Sec.L.Rep. (CCH) ¶ 72,092 at 62,197 (Oct. 30, 1952).
. Code of Professional Conduct, Rules 202, 203, 301.
. See id., Art. II.