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Keeping up with Unclaimed Property

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Keeping up with Unclaimed Property ® notes® notes ® ® Winter 2019: Volume 17, Issue 3 The unclaimed property industry’s premier compliance journal, published exclusively by Keane since 2003. KEEPING UP WITH UNCLAIMED PROPERTY IN THIS ISSUE: To Self-Assess or be Assessed Interest – This is Now the Question 2-3 Virtual Currency Update 16-17 Industry Table Talk: Transfer Agents Discuss Unclaimed Property 3-7 VDAs - Not Just for Delaware 18 Where Liability Lies 8 RUUPA Round Up 19 Keane Unclaimed Property System (KUPS) Update 9 Holders Eagerly Await News from the IRS and Treasury 20-21 Audit Update: Texas 10-11 Litigation Update 22-23 Buried Treasure 12-13 Legislative Update 24-27 Texas House Bill 3598 14-15 Keane Expert Spotlight: Debbie Zumoff 28 Unclaimed Property. Uncompromising Performance. To Self-Assess or be Assessed Interest – This is Now the Question By Heather Gabell, J.D., Director of Compliance The New York trial court’s recent denial of JP Morgan Chase court requested guidance from the Office of the Comptroller & Co.’s motion for summary judgment in New York ex. (OSC) who stated that the statutory language is discretionary rel. Raw Data Analytics LLC v. JPMorgan Chase & Co.1 has because of the waiver language. However, the Office of the caused a stir among holders in all states. JPMorgan Chase Attorney General (OAG) later submitted a letter disagreeing & Co. (“JPMC”) has appealed the decision, and the holder with the OSC’s position. On August 30, 2019, the Court community is keeping a close eye on the outcome. found that the language of the statute “was abundantly The qui tam action was filed in 2015 for the alleged failure clear” and the “shall pay interest” language is not a to self-assess interest on late reported property – a failure the contingent obligation - the duty to pay interest arises as soon relator alleged resulted in fraudulent reports under the New as the holder files late property. York False Claims Act. This outcome was surprising to holders, given that New Relevantly, per Section 1412 of New York’s Abandoned York routinely does not issue interest and penalties and Property Law (APL): that it is not industry practice to self-assess interest. If the ruling is upheld, what remains to be seen is whether or Any person failing to pay any sum or to deliver any not other states with similar “shall pay interest” language property required to be paid or delivered to the in their statutes, who have not historically pursued holders state comptroller or any law relating to abandoned for interest and penalties, will look to the ruling and begin property shall pay interest on the amount or value enforcing their statutes; or will find themselves forced into a of such property. Such interest shall be at the rate of position by qui tam actions brought against holders. 10% per annum computed for a period to commence upon the date such payment or delivery was required A survey of states with False Claims Acts reveals that holders by this chapter and to terminate upon the date of full could potentially be at risk in those states if they also have compliance therewith, except that the state comptroller similar “shall pay interest” language in their unclaimed may waive the payment of all or part of such interest property laws. Other courts could construe the language as whenever in his opinion the circumstances warrant such New York did, and find an affirmative obligation to report waiver. and remit interest prior to any notice or assessment by the state. It is important to note, that even the states that JPMorgan Chase & Co. (JPMC) took the position that the routinely assess interest and penalties (such as California assessment of interest on late property on a report is in the and Texas), do not require holders to self-asses interest, state’s discretion and therefore a contingent obligation. The 2 thus there remains false claims act risk in those states for the state waive any interest due, may help protect holders. the same reason, although a materiality argument could In response to the risks revealed by this case, Keane is foreclose significant damages if the state routinely assesses updating our Penalties and Interest Risk Profile to include interest of its own volition. information on jurisdictions with a False Claims Act and/or The decision has also led to the uncomfortable realization “shall pay interest” language. Once finalized we will update that relying on state guidance – or even industry wide the Keane Unclaimed Property System (KUPS) Penalties and practice - may not be prudent. JPMC cited examples of the Interest report to implement these changes. This information state’s permissive language from New York’s own reporting will help companies understand their exposure and consider manual, which contains language that the state “can remediation programs to reduce their liability in jurisdictions charge” interest. This decision may also have a chilling effect beyond just those presently assessing penalties and interest. on compliance with the unclaimed property law in New York We foresee other states following suit if New York‘s OSC is – holders may become hesitant to voluntarily come forward forced by the courts to require prospective self-assessment with past due property if they are required to self-assess and of interest, much like in 2010 when California started issuing remit interest at the time of the report. penalties and slowly other states followed suit. Can holders protect themselves against potential False We encourage holders to stay proactive and to pursue Claims Act accusations? Maybe. We recommend that voluntary disclosure agreements, or other ways to reduce holders consult with their counsel to determine the level of exposure in these states, and Keane is here to help holders exposure in these states. Perhaps the inclusion of language through the process. on unclaimed property reports stating that interest will not 1 New York ex. rel. Raw Data Analytics LLC v. JPMorgan Chase & Co., N.Y. Sup. Ct., No. be assessed at the present time, along with a request that 100271/2015, 8/30/19. Industry Table Talk: Transfer Agents Discuss Unclaimed Property By John Buonomo, Executive Director AST Rob Franz, Senior Director - Compliance, Broadridge John Ulla, Chief Operating Officer, Continental Stock Transfer & Trust Transfer agents act as a liaison and record keeper between then their account may become dormant and eventually a company and their investors. Transfer agents maintain remits to the state. investor’s account records, issue and cancel certificates, Some of the largest transfer agents work with Keane and process investor mailings, ensure investors receive their due were gracious enough speak with us regarding the transfer interest and handle other shareholder/investor concerns. agent industry and its intersection with unclaimed property; Many companies use record keeper transfer agents, but AST’s Senior Vice President, John Buonomo, Broadridge some companies act as their own.. Unclaimed property poses Financial Solutions, Inc.’s Senior Director, Robert Franz and a unique challenge for transfer agents as many investors and Continental Stock Transfer & Trust’s Chief Operating Officer, shareholders do not understand that if they do not vote their John Ulla. proxy, cash their dividend checks or log into their account 3 Introduction to the Industry diligence initiatives in order to garner as many responses as For readers who may be unfamiliar with the transfer possible ahead of state deadlines. agent arena (or the securities industry in general), JB: In order to mitigate risk, you need to drive contact please give a brief overview of how unclaimed with holders. Messages on statements or proxy material property impacts your niche on a day-to-day basis. that outline the importance of maintaining contact are the John Buonomo: Unclaimed property has an effect on all easiest and most effective way. Additionally, good outreach facets of the transfer agency industry. The importance of programs to folks who’s accounts are about to become establishing contact with the transfer agent has grown; dormant or who maintain uncashed checks on the file will therefore, it is important to vote your proxy, cash your greatly mitigate risk. dividend checks, and log on to your account to check your What are the unclaimed property risk factors that balance. Failure to maintain contact results in your property transfer agents should consider in order to achieve being remitted to the states. or maintain compliance with statutes, rules, and Rob Franz: Shareholder contact details within records regulations? are subject to change on a daily basis. Without consistent RF: Transfer agents should monitor state unclaimed property reminders to update account details to ensure there is regulations or partner with a firm/organization that does no interruption in communication about their holdings, so. Upon confirmation of changes, unclaimed property shareholders may forget about certain securities resulting in procedures should be amended accordingly. So, it’s almost a property being deemed dormant and potentially eligible for constant state of diligence. delivery to the state as unclaimed property. JU: Every state has their own nuances to the rules. Every John Ulla: In addition, unclaimed property adds a significant state is constantly changing. And every state institutes burden and expense to transfer agents’ overall process. additional rules that are not even in their regulations, which Obviously, trying to accommodate the needs of the various makes it increasingly difficult to manage the function. states and jurisdictions is a difficult task, as well as staying JB: More states are enacting regulations that allow them updated on the rules and regulations. So, that in itself has a to levy penalty and interest assessments. Some of these major impact on a day-to-day basis to transfer agents.
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