[Federal Register Volume 77, Number 112 (Monday, June 11, 2012)]
[Notices]
[Pages 34416-34417]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-14032]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67119; File No. SR-DTC-2012-04]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Enable Issuers To Send Corporate Action Announcements in Machine 
Readable Format

June 5, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on May 25, 2012, The 
Depository Trust Company (``DTC'') filed with the Securities and 
Exchange Commission (``Commission'') the proposed rule change described 
in Items I and II below, which items have been prepared primarily by 
DTC. DTC filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act and Rule 19b-4(f)(4) thereunder so that the 
proposed rule change was effective upon filing with the Commission.\2\ 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78s(b)(3)(A)(iii) and 17 CFR 240.19b-4(f)(4).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The purpose of this proposed rule change is to update DTC's 
corporate action service in order to enable issuers to send to DTC 
dividend announcements on sponsored American Depositary Receipts 
(``ADRs'') using eXtensible Business Reporting Language (``XBRL'') 
through DTC's Worldwide Announcement Validation Enrichment System 
platform (``WAVE'').

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, DTC included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. DTC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of these 
statements.\3\
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    \3\ The Commission has modified the text of the summaries 
prepared by DTC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

(1) Purpose
    DTC routinely receives corporate action information from issuers 
and issuers' transfer agents and currently makes such information 
available to DTC participants.\4\ In an effort to improve the accuracy 
in the announcing and processing of corporate action events, DTC plans 
to phase in the acceptance of corporate action announcements in XBRL. 
XBRL technology provides issuers with the ability to ``tag'' specific 
data elements describing the event in the announcements and 
documentations they distribute. Those tagged documents can then be 
electronically transmitted to DTC, and DTC can load the pertinent

[[Page 34417]]

data elements directly into DTC's WAVES platform for announcement to 
DTC participants.
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    \4\ Some of the more common corporate actions are dividend 
payments, interest payments, voluntary tender offers, and redemption 
of municipal and corporate bonds.
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    Beginning in the third quarter of 2012, DTC will start accepting 
XBRL formatted documents through WAVES for dividend announcements on 
sponsored ADRs. Following the introduction of the acceptance of XBRL 
formatted dividend announcements for sponsored ADRs, DTC expects to 
extend the acceptance of XBRL formatted corporate action announcement 
documents to unsponsored ADR programs, ordinary securities, and 
additional corporate action event types. The acceptance of XBRL 
technology for corporate action announcements should help minimize the 
possibility of data entry errors and should improve the timeliness of 
providing information to DTC participants. It should also help further 
straight-through-processing efforts.
(2) Statutory Basis
    The proposed rule change is consistent with the requirements of the 
Act and the rules and regulations thereunder applicable to DTC because 
the proposed changes should make the process for notifying DTC 
participants of corporate actions timelier and more efficient and 
should help minimize errors, which should in turn should facilitate the 
prompt and accurate clearance and settlement of securities 
transactions.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    DTC does not believe that the proposed rule change will have any 
impact or impose any burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. DTC will notify the Commission of any written 
comments received by DTC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing proposed rule change has become effective upon filing 
pursuant to Section 19(b)(3)(A)(iii) of the Act) \5\ and Rule 19b-
4(f)(4) \6\ thereunder because it is effecting a change in an existing 
service of DTC that does not adversely affect the safeguarding of 
securities or funds in the custody or control of DTC or for which it is 
responsible and does not significantly affect the respective rights or 
obligations of DTC or persons using the service. At any time within 
sixty days of the filing of such rule change, the Commission summarily 
may temporarily suspend such rule change if it appears to the 
Commission that such action is necessary or appropriate in the public 
interest, for the protection of investors, or otherwise in furtherance 
of the purposes of the Act.
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    \5\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \6\ 17 CFR 240.19b-4(f)(4).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml) or
     Send an email to [email protected]. Please include 
File Number SR-DTC-2012-04 on the subject line.

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 submission should refer to File Number SR-DTC-2012-04. This file 
number should be included on the subject line if email is used. To help 
the Commission 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/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Section, 100 F Street 
NE., Washington, DC 20549-1090, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of such filings will also be 
available for inspection and copying at the principal office of DTC and 
on DTC's Web site at  http://www.dtcc.com/downloads/legal/rule_filings/2011/dtc/2012-04.pdf. 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. All submissions should refer to 
File Number SR-DTC-2012-04 and should be submitted on or before July 2, 
2012.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-14032 Filed 6-8-12; 8:45 am]
BILLING CODE 8011-01-P