Beneficial Ownership Reporting Requirements and Security-Based Swaps
We are readopting without change the relevant portions of Rules 13d-3 and 16a-1. Readoption of these provisions will preserve the application of our existing beneficial ownership rules to persons who purchase or sell security-based swaps after the effective date of new Section 13(o) of the Securities Exchange Act of 1934. Section 13(o) provides that a person shall be deemed a beneficial owner of an equity security based on the purchase or sale of a security-based swap only to the extent we adopt rules after making certain determinations with respect to the purchase or sale of security-based swaps. After making the necessary determinations, we are readopting the relevant portions of Rules 13d-3 and 16a-1 to confirm that, following the July 16, 2011 statutory effective date of Section 13(o), persons who purchase or sell security-based swaps will remain within the scope of these rules to the same extent as they are now.
Securities Whistleblower Incentives and Protections
The Commission is adopting rules and forms to implement Section 21F of the Securities Exchange Act of 1934 (``Exchange Act'') entitled ``Securities Whistleblower Incentives and Protection.'' The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (``Dodd-Frank''), established a whistleblower program that requires the Commission to pay an award, under regulations prescribed by the Commission and subject to certain limitations, to eligible whistleblowers who voluntarily provide the Commission with original information about a violation of the Federal securities laws that leads to the successful enforcement of a covered judicial or administrative action, or a related action. Dodd-Frank also prohibits retaliation by employers against individuals who provide the Commission with information about possible securities violations.
Credit Risk Retention
On April 29, 2011, the OCC, Board, FDIC, Commission, FHFA and HUD (collectively, the ``Agencies'') published in the Federal Register a joint notice of proposed rulemaking for public comment to implement the credit risk retention requirements of section 15G of the Securities Exchange Act of 1934, as added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (``Credit Risk NPR'' or ``proposed rule''). Due to the complexity of the rulemaking and to allow parties more time to consider the impact of the Credit Risk NPR on affected markets, the Agencies have determined that an extension of the comment period until August 1, 2011, is appropriate. This action will allow interested persons additional time to analyze the proposed rules and prepare their comments.
Nationally Recognized Statistical Rating Organizations
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ``Dodd-Frank Act'') and to enhance oversight, the Securities and Exchange Commission (``Commission'') is proposing amendments to existing rules and new rules that would apply to credit rating agencies registered with the Commission as nationally recognized statistical rating organizations (``NRSROs''). In addition, in accordance with the Dodd-Frank Act, the Commission is proposing a new rule and form that would apply to providers of third-party due diligence services for asset-backed securities. Finally, the Commission is proposing amendments to existing rules and a new rule that would implement a requirement added by the Dodd-Frank Act that issuers and underwriters of asset-backed securities make publicly available the findings and conclusions of any third-party due diligence report obtained by the issuer or underwriter. The Commission is requesting comment on the proposed rule amendments and new rules.
Further Definition of “Swap,” “Security-Based Swap,” and “Security-Based Swap Agreement”; Mixed Swaps; Security-Based Swap Agreement Recordkeeping
The Commodity Futures Trading Commission and the Securities and Exchange Commission published a document in the Federal Register of May 23, 2011 that referenced an incorrect RIN and an incorrect cite in an authority citation. This correction is being published to correct both the RIN and the authority citation.