[Federal Register Volume 76, Number 242 (Friday, December 16, 2011)]
[Proposed Rules]
[Pages 78181-78182]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-32228]



17 CFR Part 230

[Release No. 34-65942; File No. S7-38-11]
RIN 3235-AL04

Prohibition Against Conflicts of Interest in Certain 

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule; extension of comment period.


SUMMARY: The Securities and Exchange Commission is extending the 
comment period for a release proposing a new rule to implement Section 
621 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 
2010 (the ``Dodd-Frank Act'') on material conflicts of interest in 
connection with certain securitizations (the ``ABS Conflicts 
Proposal''). The original comment period for the ABS Conflicts Proposal 
is scheduled to end on December 19, 2011. The Commission is extending 
the time period in which to provide the Commission with comments on the 
ABS Conflicts Proposal until January 13, 2012. This action will allow 
interested persons additional time to analyze the issues and prepare 
their comments.

DATES: Comments should be received on or before January 13, 2012.

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);
     Send an email to [email protected]. Please include 
File Number S7-38-11 on the subject line; or
     Use the Federal Rulemaking 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 20549-1090.

All submissions should refer to File Number S7-38-11. This file number 
should be included on the subject line if email 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; we do not 
edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Elizabeth Sandoe, Senior Special 
Counsel, Anthony Kelly, Special Counsel, or Barry O'Connell, Attorney 
Advisor, Office of Trading Practices, Division of Trading and Markets, 
at (202) 551-5720, and David Beaning, Special Counsel and Katherine 
Hsu, Chief, Office of Structured Finance, Division of Corporation 
Finance, at (202) 551-3850.

SUPPLEMENTARY INFORMATION: The Commission has requested comment on 
Proposed Rule 127B under the Securities Act of 1933 (``Securities 
Act'') in the ABS Conflicts Proposal to implement Section 621 of the 

[[Page 78182]]

Frank Act.\1\ Proposed Rule 127B under the Securities Act would 
prohibit certain persons who create and distribute an asset-backed 
security, including a synthetic asset-backed security, from engaging in 
transactions, within one year after the date of the first closing of 
the sale of the asset-backed security, that would involve or result in 
a material conflict of interest with respect to any investor in the 
asset-backed security. The proposed rule also would provide exceptions 
from this prohibition for certain risk-mitigating hedging activities, 
liquidity commitments, and bona fide market-making. The ABS Conflicts 
Proposal was published in the Federal Register on September 28, 2011.

    \1\ Exchange Act Release No. 34-65355 (September 19, 2011), 76 
FR 60320 (September 28, 2011).

    The Commission originally requested that comments on the ABS 
Conflicts Proposal be received by December 19, 2011, including comment 
about any potential interplay \2\ between Proposed Rule 127B and the 
``Volcker Rule Proposal.'' \3\ The Volcker Rule Proposal would 
implement Section 619 of the Dodd-Frank Act concerning prohibitions and 
restrictions on proprietary trading and certain interests in, and 
relationships with, hedge funds and private equity funds. The Volcker 
Rule Proposal was published in the Federal Register on November 7, 2011 
and the comment period for that proposal ends on January 13, 2012.

    \2\ See, e.g., 76 FR 60320, 60341.
    \3\ Exchange Act Release No. 34-65545 (October 12, 2011), 76 FR 
68846 (November 7, 2011).

    In an effort to provide the public with a better opportunity to 
consider any potential interplay between the ABS Conflicts and Volcker 
Rule Proposals, the Commission has determined to provide the public 
additional time to consider simultaneously the ABS Conflicts Proposal 
and the Volcker Rule Proposal. This extended opportunity to submit 
comprehensive comments regarding the ABS Conflicts Proposal and any 
potential interplay with the Volcker Rule Proposal would benefit the 
Commission in its consideration of any final rules. Therefore, the 
Commission is extending the comment period for the ABS Conflicts 
Proposal to January 13, 2012, to coincide with the end of the Volcker 
Rule Proposal's comment period. The Commission would consider a further 
extension of the ABS Conflicts Proposal comment period if the Volcker 
Rule Proposal comment period were extended beyond January 13, 2012.

    Dated: December 13, 2011.
    By the Commission.

Elizabeth M. Murphy,
[FR Doc. 2011-32228 Filed 12-15-11; 8:45 am]