EXHIBIT 23.2
NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
Section 11(a) of the Securities Act of 1933, as amended (the
"Securities Act"), provides that if part of a registration statement at the time
it becomes effective contains an untrue statement of a material fact, or omits a
material fact required to be stated therein or necessary to make the statements
therein not misleading, any person acquiring a security pursuant to such
registration statement (unless it is proved that at the time of such acquisition
such person knew of such untruth or omission) may assert a claim against, among
others, every accountant who has consented to be named as having prepared or
certified any part of the registration statement, or as having prepared or
certified any report or valuation which is used in connection with the
registration statement, with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.
The Annual Report on Form 10-K for the fiscal year ended August 31,
2003 (the "Form 10-K") to which this notice is filed as an exhibit is
incorporated by reference into the following registration statements
(collectively, the "Registration Statements") filed by The Shaw Group Inc. (the
"Company") with the Securities and Exchange Commission ("SEC"), and, for
purposes of determining any liability under the Securities Act, is deemed to be
a new registration statement for each Registration Statement into which it is
incorporated by reference:
Form S-8 No. 333-02666 (dated March 25, 1996)
Form S-3 No. 333-04570 (dated May 3, 1996)
Form S-3 No. 333-30493 (dated July 1, 1997)
Form S-8 No. 333-36315 (dated September 24, 1997)
Form S-3 No. 333-62757 (dated September 2, 1998)
Form S-8 No. 333-87175 (dated September 16, 1999)
Form S-3 No. 333-44542 (dated August 25, 2000)
Form S-3 No. 333-62848 (dated June 12, 2001)
Form S-8 No. 333-62852 (dated June 12, 2001)
Form S-8 No. 333-62856 (dated June 12, 2001)
Form S-3 No. 333-62978 (dated June 14, 2001)
Form S-3 No. 333-84408 (dated March 15, 2002)
Form S-3 No. 333-90058 (dated June 7, 2002)
Form S-4 No. 333-105347 (dated May 21, 2003)
Form S-8 No. 333-105520 (dated May 23, 2003)
On June 26, 2002, the Company dismissed Arthur Andersen LLP ("Arthur Andersen")
as its independent auditors and engaged Ernst & Young LLP ("Ernst & Young") to
serve as its independent auditors for the fiscal year ending August 31, 2002.
The Arthur Andersen dismissal and the Ernst & Young engagement were recommended
by the Company's Audit Committee and approved by the Company's Board of
Directors and became effective immediately. For additional information, see the
Company's Current Report on Form 8-K filed with the SEC on June 26, 2002. In
June of 2002, Arthur Andersen was convicted of obstructing justice, which is a
felony offense. The SEC prohibits firms convicted of a felony from auditing
public companies. Arthur Andersen is thus unable to provide its written consent
to the incorporation by reference into the Registration Statements of its audit
report with respect to the Company's consolidated financial statements for the
fiscal year ended August 31, 2001. Under these circumstances, Rule 437a under
the Securities Act permits the Company to file this Form 10-K without a written
consent from Arthur Andersen. As a result, however, Arthur Andersen will not
have any liability under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen or any omissions of a material fact required to be stated
therein. Accordingly, you would be unable to assert a claim against Arthur
Andersen under Section 11(a) of the Securities Act for any purchases of the
Company's securities made on or after the date of this Form 10-K pursuant to the
Registration Statements. To the extent provided in Section 11(b) (3) (C) of the
Securities Act, however, other persons who are liable under Section 11(a) of the
Securities Act, including the Company's officers and directors, may still rely
on Arthur Andersen's original audit reports as being made by an expert for
purposes of establishing a due diligence defense under Section 11(b) of the
Securities Act.