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Concept Release: Transfer Agent Regulations

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Concept Release: Transfer Agent Regulations SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 240 Release No. 34-76743; File No. S7-27-15 TRANSFER AGENT REGULATIONS AGENCY: Securities and Exchange Commission ACTION: Advance notice of proposed rulemaking; Concept release; Request for comment SUMMARY: The Securities and Exchange Commission (“Commission”) is publishing this Advance Notice of Proposed Rulemaking, Concept Release, and Request for Comment on Transfer Agent Regulations (“release”) to seek public comment regarding the Commission’s transfer agent rules. The first transfer agent rules were adopted in 1977 and remain essentially unchanged. At the same time, transfer agents now operate in a market structure that bears little resemblance to the structure in 1977. The release, noting the importance of transfer agents within the national market structure, includes a history of transfer agent services and applicable regulations as well as an overview of current transfer agent services and activities, and requests comment on all topics. The release includes an Advance Notice of Proposed Rulemaking in specific areas, such as transfer agent registration and reporting requirements, safeguarding of funds and securities, and revision of obsolete or outdated rules, along with requests for comment, as well as a Concept Release and Request for Comment addressing additional areas of specific Commission interest, including processing of book-entry securities, broker-dealer recordkeeping for beneficial owners, transfer agents to mutual funds, and administration of issuer plans. The Commission intends to consider the public’s comments in connection with any future Page 1 of 208 rulemaking, and comments to the Advance Notice of Proposed Rulemaking will be used to further consider the sufficiency and scope of the rulemaking proposals described therein. DATES: Comments must be in writing and received by [insert 60 days from date of publication in the Federal Register] ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments: • Use the Commission’s Internet comment form (http://www.sec.gov/rules/concept.shtml); • Send an email to [email protected]. Please include File Number S7-27-15 on the subject line; or • Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments. Paper Comments: • Send paper comments to: Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. All submissions should refer to File Number S7-27-15. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet website (http://www.sec.gov/rules/concept.shtml). Comments are also available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street, NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make publicly available. Page 2 of 208 FOR FURTHER INFORMATION CONTACT: Moshe Rothman, Branch Chief, Thomas Etter, Special Counsel, Catherine Whiting, Special Counsel, Mark Saltzburg, Special Counsel, Lauren Sprague, Special Counsel, or Elizabeth de Boyrie, Counsel, Office of Clearance and Settlement, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-7010 at (202) 551-5710. SUPPLEMENTARY INFORMATION: I. INTRODUCTION............................................................................................................. 6 II. THE NATIONAL CLEARANCE AND SETTLEMENT SYSTEM: HISTORY AND BACKGROUND.................................................................................................... 11 A. Transfer of Certificated Securities ........................................................................ 11 B. Transfer Agent Processes For Transferring Certificated Securities ..................... 13 C. Paperwork Crisis of the 1960s .............................................................................. 17 1. Industry Responses (1968-1970) ..................................................................... 19 2. Regulatory and Industry Responses (1971-1975) ........................................... 25 3. Advent of the Modern Clearance and Settlement System (1975-present) ...... 30 III. TRANSFER AGENT ROLE IN CLEARANCE AND SETTLEMENT PROCESSES ........................................................................................................................................... 36 A. Types of Security Ownership................................................................................ 36 1. Registered Securityholders .............................................................................. 36 2. Beneficial Owners ........................................................................................... 38 B. Clearance and Settlement Process ........................................................................ 40 IV. TRANSFER AGENT REGULATION: ORIGINS AND CURRENT STATUS ...... 45 A. Federal Transfer Agent Rules ............................................................................... 46 1. Registration and Annual Reporting Requirements .......................................... 49 Page 3 of 208 2. Processing, Reporting, Recordkeeping, and Exemptions: Rules 17Ad-1 through 17Ad-7 and Rules 17f-1 and 17f-2 .................................................... 54 3. Recordkeeping and Safeguarding Rules: Rules 17Ad-8 through 17Ad-13 .... 64 4. Issue-Specific Rules: Rules 17Ad-14 Through 17Ad-21T............................. 72 B. Bank and Internal Revenue Service Regulations .................................................. 79 C. SRO Rules and Requirements Applicable to Transfer Agents ............................. 83 1. NYSE Requirements........................................................................................ 83 2. DTC Requirements .......................................................................................... 86 D. Regulation of Transfer Agents Under State Law .................................................. 87 V. EVOLUTION OF RECORDKEEPING, TRANSFER, AND RELATED TRANSFER AGENT ACTIVITIES ............................................................................. 88 A. Recordkeeping, Transfer, Issuance, and Corporate Actions ................................. 89 1. Recordkeeping: Rules 17Ad-9, 10, and 11 ...................................................... 89 2. Securities Transfers, Exchanges, and Conversions: Rules 17Ad-9, 10, 12, and 19..................................................................................................................... 93 3. Securities Issuance: Rules 17Ad-1 and 2 ....................................................... 96 4. Corporate Actions and Related Services: Rules 17Ad-1, 6, 10, 12, and 13 ... 99 B. Annual Meeting, Proxy-Related Services, and Securityholder Services and Communications ................................................................................................. 102 C. Regulatory Compliance and Reporting ............................................................... 107 VI. ADVANCE NOTICE OF PROPOSED RULEMAKING ......................................... 109 A. Registration and Annual Reporting Requirements ............................................. 110 B. Written Agreements Between Transfer Agents and Issuers ............................... 114 C. Safeguarding Funds and Securities ..................................................................... 118 D. Restricted Securities and Compliance With Federal Securities Laws ................ 127 E. Cybersecurity, Information Technology, and Related Issues ............................. 135 Page 4 of 208 F. Definitions, Application, and Scope of Current Rules ....................................... 145 G. Conforming Amendments ................................................................................... 150 VII. CONCEPT RELEASE AND ADDITIONAL REQUEST FOR COMMENT ........ 151 A. Processing of Book-Entry Securities .................................................................. 151 B. Bank and Broker-Dealer Recordkeeping For Beneficial Owners ....................... 155 C. Transfer Agents to Mutual Funds ....................................................................... 159 1. Key Characteristics of Mutual Fund Transfer Agents ................................... 164 2. Increased Complexity .................................................................................... 170 3. Compliance and Other Services .................................................................... 175 4. Broker-Dealer Recordkeeping for Beneficial Owners Who Invest In Mutual Funds ............................................................................................................. 177 5. Discussion and Request for Comment........................................................... 180 D. Crowdfunding ..................................................................................................... 187 E. Administration of Issuer Plans ............................................................................ 190 1. Third Party Administrators ............................................................................ 191 2. Issuer Plans ...................................................................................................
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