Tuesday, March 11, 2014 7:56:53 AM
http://www.dtcc.com/~/media/Files/Downloads/legal/rule-filings/2013/dtc/DTC-2013-11.ashx
(1) Release of Deposit Chills
In order to challenge a Deposit Chill, proposed Rule 22(A) provides the affected issuer
with the opportunity to establish that the issue meets DTC’s eligibility requirements, including
by submitting an opinion from independent legal counsel establishing that the securities
deposited at DTC are freely tradeable. DTC’s reliance on legal opinions for this purpose is
authorized by DTC’s Operational Arrangements, which expressly authorize DTC to require
opinions “to substantiate the legal basis for eligibility,” or otherwise “. . . to protect DTC and its
Participants from risk.”20 If the issuer successfully demonstrates that the deposited securities
continue to satisfy DTC’s eligibility requirements, DTC would not impose the Deposit Chill or,
if already in effect, would release it.
(2) Release of Global Locks
In order to challenge a Global Lock, proposed Rule 22(B)(2)(b) provides the affected
issuer with the opportunity to establish that (i) DTC has made a mistake in associating the
issuer’s Eligible Securities with the specified Enforcement Proceeding or (ii) that the
Enforcement Proceeding has been has been withdrawn or dismissed on the merits with prejudice
or otherwise resolved in a final, non-appealable judgment in favor of the defendants allegedly
responsible for the alleged violations of Section 5 of the Securities Act relating to the Eligible
Securities. If the issuer successfully demonstrates either factor, DTC would not impose the
Global Lock or, if already in effect, DTC would release it.
Otherwise, proposed Rule 22(B)(3) provides that DTC will release a Global Lock within
either one year or six months, as the case may be,21 after the final disposition of the Enforcement
Proceeding with respect to those defendants alleged to have been responsible for the illegal
distribution of the Eligible Securities that were subject to the Global Lock. Similarly, pursuant
to proposed Rule 22(B)(4), where a Global Lock has been imposed because an issuer has failed
to satisfy DTC’s concerns that led to a Deposit Chill,22 the one year/six month waiting period
also applies, but runs from the date of the imposition of the Global Lock.
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