Securities and Exchange Commission January 2010 – Federal Register Recent Federal Regulation Documents

The Securities and Exchange Commission (``Commission'' or ``SEC'') is proposing amendments to Rule 10b-18 under the Securities Exchange Act of 1934 (``Exchange Act''), which provides issuers with a ``safe harbor'' from liability for manipulation when they repurchase their common stock in the market in accordance with the Rule's manner, timing, price, and volume conditions. The proposed amendments are intended to clarify and modernize the safe harbor provisions in light of market developments since Rule 10b-18's adoption in 1982.

The Securities and Exchange Commission (``Commission'' or ``SEC'') is proposing for comment new Rule 15c3-5 under the Securities Exchange Act of 1934 (``Exchange Act'') that would require brokers or dealers with access to trading directly on an exchange or alternative trading system (``ATS''), including those providing sponsored or direct market access to customers or other persons, to implement risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of this business activity. Given the increased speed and automation of trading on securities exchanges and ATSs today, and the growing popularity of sponsored or direct market access arrangements where broker-dealers allow customers to trade in those markets electronically using the broker-dealers' market participant identifiers, the Commission is concerned that the various financial and regulatory risks that arise in connection with such access may not be appropriately and effectively controlled by all broker-dealers. The Commission believes it is critical that broker-dealers, which under the current regulatory structure are the only entities that may be members of exchanges and, as a practical matter, constitute the majority of subscribers to ATSs, appropriately control the risks associated with market access, so as not to jeopardize their own financial condition, that of other market participants, the integrity of trading on the securities markets, and the stability of the financial system.