swap data repository registration

77306 Federal Register / Vol. 75 , No. 237 / Frida y, Dece mbe r 10, 2010 / Prop osed Ru les 1 The Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law 111–203, 124 Stat. 1376 (2010). 2 See Public Law 111–203, Preamble. 3 Section 712(d) of the Dodd-Frank Act provides that the Commission and the CFTC, in consultation with the Board of Governors of the Federal Reserve System (‘‘Federal Reserve’’), shall jointly further define the terms ‘‘swap,’’ ‘‘security-based swap,’’ ‘‘swap dealer,’’ ‘‘security-based swap dealer,’’ ‘‘major swap participant,’’ ‘‘major security-based swap participant,’’ ‘‘eligible contract participant, ’’ and ‘‘security-based swap agreement. ’’ These terms are defined in Sections 721 and 761 of the Dodd-Frank Act and, with respect to the term ‘‘eligible contract participant,’’ in Section 1a(18) of the Commodity Exchange Act (‘‘CEA’’), 7 U.S.C. 1a(18), as re- designated and amended by Section 721 of the Dodd-Frank Act. Further, Section 721(c) of the Dodd-Frank Act requires the CFTC to adopt a rule to further define the terms ‘‘swap,’’ ‘‘swap dealer,’’ ‘‘major swap participant, ’’ and ‘‘eligible contract participant,’’ and Section 761(b) of the Dodd-Frank Act permits the Commission to adopt a rule to further define the terms ‘‘security-based swap,’’ ‘‘security-based swap dealer,’’ ‘‘major security-based swap participant,’’ and ‘‘eligible contract participant,’’ with regard to SBSs, for the purpose of including transactions and entities that have been structured to evade Title VII. Finally, Section 712(a) of the Dodd-Frank Act provides that the Commission and CFTC, after consultation with the Federal Reserve, shall jointly prescribe regulations regarding ‘‘mixed swaps,’’ as may be necessary to carry out the purposes of Title VII. To assist the Commission and CFTC in further defining the terms specified above, and to prescribe regulations regarding ‘‘mixed swaps’’ as may be necessary to carry out the purposes of Title VII, the Commission and the CFTC are currently seeking comments from interested parties. See Exchange Act Release No. 62717 (Aug. 13, 2010), 75 FR 51429 (Aug. 20, 2010) (File No. S7–16–10) (advance joint notice of proposed rulemaking regarding definitions contained in Title VII). 4 See Public Law 111–203, §763(a) (adding Exchange Act Section 3C). 5 See Public Law 111–203, §763(c) (adding Exchange Act Section 3D). 6 See Public Law 111–203, §§763(i) and 766(a) (adding Exchange Act Sections 13(m)(1)(G) and 13A(A)(1), respectively). The Dodd-Frank Act amends the CEA to provide for a similar regulatory framework with respect to transactions in swaps regulated by the CFTC. 7 See Public Law 111–203, § 763(i) (adding Exchange Act Sections 13(n)(7)(D)(i) and 13(n)(9)). 8 Section 712(a)(2) of the Dodd-Frank Act provides that, before commencing any rulemaking regarding SBSs, security-based swap dealers (‘‘SBS dealers’’), major security-based swap participants SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 240 and 249 [Release No. 34–63347; File No. S7–35–10] RIN 3235–AK79 Security-Based Swap Data Repository Registration, Duties, and Core Principles AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: In accordance with Section 763(i) of Title VII (‘‘Title VII’’) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (‘‘Dodd-Frank Act’’), the Securities and Exchange Commission (‘‘Commission’’) is proposing new rules under the Securities Exchange Act of 1934 (‘‘Exchange Act’’) governing the security- based swap data repository ( ‘‘SDR’’) registration process, duties, and core principles. DATES: Comments should be submitted on or before January 24, 2011. 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/proposed.shtml ); or • Send an e-mail to rule- [email protected]. Please include File Number S7–53–10 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 in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549. All submissions should refer to File Number S7–53–10. 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 Web site (http://www.sec.gov/rules/ proposed.shtml ). Comments are also available for Web site 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 a.m. and 3 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 available publicly. FOR FURTHER INFORMATION CONTACT : John Ramsay, Deputy Director; Jo Anne Swindler, Assistant Director; Richard Vorosmarti, Special Counsel; Angie Le, Special Counsel; Miles Treakle, Staff Attorney; or Bradley Gude, Special Counsel, Division of Trading and Markets, at (202) 551–5777, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549. SUPPLEMENT ARY INFORMATION: The Commission is proposing Rules 13n–1 to 13n–11 under the Exchange Act governing SDRs. The Commission is soliciting comment on all aspects of the proposed rules and will carefully consider any comments received. I. Introduction On July 21, 2010, President Barack Obama signed the Dodd-Frank Act into law. 1 The Dodd-Frank Act was enacted to, among other things, promote the financial stability of the United States by improving accountability and transparency in the financial system. 2 Specifically, Title VII of the Dodd-Frank Act provides the Commission and the Commodity Futures Trading Commission (‘‘CFTC’’) with the authority to regulate over-the-counter (‘‘OTC’’) derivatives in light of the rece nt financial crisis, which demonstrated the need for enhanced regulation of the OTC derivatives market. The Dodd- Frank Act is intended to strengthen the existing regulatory structure and to provide the Commission and the CFTC with effective regulatory tools to oversee the OTC derivatives market, which has grown exponentially in recent years and is capable of affecting significant sectors of the U.S. economy. The Dodd-Frank Act provides the CFTC with authority to regulate ‘‘swaps, ’’ the Commission with authority to regulate ‘‘security-based swaps’’ (‘‘SBSs’’), and both the CFTC and the Commission with authority to regulate ‘‘mixed swaps.’’ 3 The Dodd-Frank Act amends the Exchange Act to require the following with respect to transactions in SBSs regulated by the Commission: (1) Transactions in SBSs must be cleared through a clearing agency if they a re of a type that the Commission determines must be cleared, unless an exemption applies; 4 (2) if an SBS is subject to t he clearing requirement, then it must be traded on a registered trading platform, i.e., a security-based swap execution facility (‘‘SB SEF’’) or SBS exchange, unless no facility makes such SBS available for trading; 5 and (3) transactions in SBSs (whether cleared or uncleared) must be reported to a registered SDR or the Commission. 6 The Dodd-Frank Act provides the Commission with broad authority to adopt rules governing SDRs and to develop additional duties applicable to SDRs. 7 Today, the Commission is proposing in this release new Rules 13n–1 to 13n–11 under the Exchange Act governing SDR registration process, duties, and core principles, including duties related to data maintenance and access by relevant authorities and those seeking to use the SDR’s repository services. 8 Pursuant to the legislation, VerDate Mar<15>2010 17:43 Dec 09, 2010 Jkt 223001 PO 00000 Fr m 00002 Fmt 4701 Sf mt 4702 E: \FR\ FM\10DEP3. SGM 10DEP3 m s t o c k s t i l l o n D S K H 9 S 0 Y B 1 P R O D w i t h P R O P O S A L S 3

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