receivership of the covered broker-dealer and not transferred to the
bridge financial company shall be administered under SIPA.\232\
---------------------------------------------------------------------------

    \229\ 12 U.S.C. 5385(a).
    \230\ See 12 U.S.C. 5385(a)(2).
    \231\ 12 U.S.C. 5385. See also 12 CFR 380.64(a) and 17 CFR
302.104(a) (regarding SIPC's role as trustee).
    \232\ Id.
---------------------------------------------------------------------------

2. The Corporation's Power To Establish Bridge Broker-Dealers
    Section 205 of the Dodd-Frank Act does not contain specific
provisions regarding bridge broker-dealers. However, section 210 of the
Dodd-Frank Act provides that, in connection with an orderly
liquidation, the FDIC has the power to form one or more bridge
financial companies, including bridge broker-dealers with respect to a
covered broker-dealer.\233\ Under Title II, the FDIC has the authority
to transfer any asset or liability held by the covered financial
company without obtaining any approval, assignment, or consent with
respect to such transfer.\234\ Title II further provides that any
customer of a covered broker-dealer whose account is transferred to a
bridge financial company shall have all rights and privileges under
section 205(f) of the Dodd-Frank Act and SIPA that such customer would
have had if the account were not transferred.\235\
---------------------------------------------------------------------------

    \233\ See 12 U.S.C. 5390(h)(1)(A). See also 12 U.S.C.
5390(h)(2)(H).
    \234\ 12 U.S.C. 5390(a)(1)(G).
    \235\ See 12 U.S.C. 5390(h)(2)(H)(iii).
---------------------------------------------------------------------------

3. Satisfaction of Customer Claims
    Section 205(f) of the Dodd-Frank Act requires that all obligations
of a covered broker-dealer or bridge broker-dealer to a customer
relating to, or net equity claims based on, customer property or
customer name securities must be promptly discharged in a manner and in
an amount at least as beneficial to the customer as would have been the
case had the broker-dealer been liquidated in a SIPA proceeding.\236\
---------------------------------------------------------------------------

    \236\ See 12 U.S.C. 5385(f)(1).
---------------------------------------------------------------------------

4. Treasury Report
    On February 21, 2018, the Treasury Department published a report on
the orderly liquidation authority and bankruptcy reform \237\
(``Treasury Report'') pursuant to the Presidential Memorandum issued on
April 21, 2017.\238\ Among other things, the Treasury Report
recommended retaining the orderly liquidation authority as an emergency
tool for use only under extraordinary circumstances.\239\ The Treasury
Report also recommended specific reforms to the orderly liquidation
authority to eliminate opportunities for ad hoc disparate treatment of
similarly situated creditors, reinforce existing taxpayer protections,
and strengthen judicial review.\240\ While some of these reforms relate
to Title II of the Dodd-Frank Act, the Treasury Report did not
recommend against implementing Section 205.\241\
---------------------------------------------------------------------------

    \237\ See Report to the President of the United States Pursuant
to the Presidential Memorandum Issued April 21, 2017: Orderly
Liquidation Authority and Bankruptcy Reform (Feb. 21, 2018).
(``Treasury Report'') (available at https://home.treasury.gov/sites/default/files/2018-02/OLA_REPORT.pdf).
    \238\ See Presidential Memorandum for the Secretary of the
Treasury, Orderly Liquidation Authority (Apr. 21, 2017) (available
at https://www.govinfo.gov/content/pkg/DCPD-201700266/pdf/DCPD-201700266.pdf).
    \239\ See Treasury Report at 2.
    \240\ See ibid. at 1-2.
    \241\ Ibid. Appendix A at 44-45.
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C. Expected Benefits, Costs and Effects on Efficiency, Competition, and
Capital Formation

1. Expected Benefits
a. Overall Expected Benefits
    The key expected benefit of the final rule is that it creates a
more structured framework to implement section 205 of the Dodd-Frank
Act, so that the orderly liquidation of a covered broker-dealer can be
carried out with efficiency and predictability if the need arises. As
discussed in the economic baseline, section 205 provides parameters for
the orderly liquidation of covered broker-dealers, while the final rule
implements these statutory parameters. The final rule first provides
definitions for certain key terms including customer, customer
property, customer name securities, net equity, and bridge broker-
dealer, among others.\242\ It then sets forth three major processes
regarding the orderly liquidation: The process of initiating the
orderly liquidation,\243\ the process of account transfers to the
bridge broker-dealer,\244\ and the claims process for customers and
other creditors.\245\
---------------------------------------------------------------------------

    \242\ See 12 CFR 380.60 and 17 CFR 302.100.
    \243\ See 12 CFR 380.61-380.62, 17 CFR 302.101-302.102.
    \244\ See 12 CFR 380.63 and 17 CFR 302.103.
    \245\ See 12 CFR 380.64 and 17 CFR 302.104.
---------------------------------------------------------------------------

    First, besides incorporating the statutory requirement of
appointing SIPC as the trustee for covered broker-dealers, the final
rule provides a more detailed process for notice and application for
protective decree. It provides clarification for the venue in which the
notice and application for a decree is to be filed.\246\ It clarifies
the definition of the filing date if the notice and application is
filed on a date other than the appointment date.\247\ And finally, it
includes a non-exclusive list of notices drawn from other parts of
Title II to inform the relevant parties of the initiation of the
orderly liquidation process and what they should expect.\248\
---------------------------------------------------------------------------

    \246\ See 12 CFR 380.62(a) and 17 CFR 302.102.
    \247\ Id.
    \248\ See 12 CFR 380.62(b) and 17 CFR 302.102(b).
---------------------------------------------------------------------------

    Second, the final rule sets forth the process to establish one or
more bridge broker-dealers and to transfer accounts, property, and
other assets held by a covered broker-dealer to such bridge broker-
dealers, pursuant to Title II.\249\ Section 205 of the Dodd-Frank Act
does not specifically provide for such a process. The final rule
specifies that the Corporation may transfer any account, property, or
asset held by a covered broker-dealer (including customer and non-
customer accounts, property and assets) to a bridge broker-dealer as
the Corporation deems necessary, based on the FDIC's authority under
Title II to transfer any assets without obtaining any approval,
assignment, or consents.\250\ The transfer to a bridge broker-dealer of
any account, property or asset is not determinative of customer
status.\251\ The determinations of customer status are to be made by
SIPC as trustee in accordance with SIPA.\252\ As discussed above, given
the preferred status of customers, litigation has been brought on
customer status under SIPA (e.g., repo counterparties' claims of
customer status under SIPA). \253\ Since the Corporation may transfer
both customer and non-customer accounts, property, and assets held by a
covered broker-dealer to a bridge broker-dealer according to the
statute, some non-customer creditors may mistakenly interpret such a
transfer as conferring customer status on them in the absence of a
final rule (especially since in a SIPA

proceeding only customer assets are transferred). Such mistaken beliefs
could give rise to litigation over customer status. The clarification
in the final rule stresses that customer status is determined by SIPC
separately from the decision to transfer an asset to a bridge broker-
dealer, and could thus help prevent confusion concerning whether other
creditors whose assets have also been transferred should be treated as
customers. This clarification may mitigate a potential increase in
litigation costs, although the economic benefit of such mitigation is
likely to be de minimis.
---------------------------------------------------------------------------

    \249\ See 12 CFR 380.63 and 17 CFR 302.103.
    \250\ See 12 CFR 380.63(e) and 17 CFR 302.103(e).
    \251\ See 12 CFR 380.64(a) and 17 CFR 302.104(a).
    \252\ See 12 CFR 380.64(a) and 17 CFR 302.104(a) as proposed.
    \253\ See, e.g., In re Lehman Brothers Inc., 492 B.R. 379
(Bankr. S.D.N.Y. 2013), aff'd, 506 B.R. 346.
---------------------------------------------------------------------------

    Regarding the account transfers to bridge broker-dealers, in
addition to the provisions on the specifics of a transfer (e.g., the
calculation of customer net equity, the assumption of the net equity
claim by the bridge broker-dealer and the allocation of customer
property), the final rule further provides that allocations to customer
accounts at the bridge broker-dealer may initially be derived from
estimates based upon the books and records of the covered broker-dealer
or other information deemed relevant by the Corporation in consultation
with SIPC.\254\ Given that it could be time-consuming to reconcile the
broker-dealer's records with the records of other parties, this
provision may speed up the allocation of customer property to the
customer accounts at the bridge broker-dealer, thus providing customers
quicker access to their accounts.
---------------------------------------------------------------------------

    \254\ See 12 CFR 380.63(d) and 17 CFR 302.103(d).
---------------------------------------------------------------------------

    Third, the final rule also addresses the claims process for
customers and other creditors.\255\ The final rule implements the
statute's requirement that the trustee's allocation to a customer shall
be in an amount and manner, including form and timing, which is at
least as beneficial as such customer would have received under a SIPA
proceeding, as required by section 205(f).\256\ In addition, the final
rule further addresses certain procedural aspects of the claims
determination process, such as the publication and mailing of notices
to creditors, the notice of the appointment of the FDIC and SIPC, the
claims bar date, and expedited relief.
---------------------------------------------------------------------------

    \255\ See 12 CFR 380.64 and 17 CFR 302.104.
    \256\ See 12 CFR 380.64(a)(4) and 17 CFR 302.104(a)(4).
---------------------------------------------------------------------------

    In summary, the final rule will provide interested parties with
details on the implementation of the orderly liquidation process. By
providing for a uniform process, the final rule could improve the
efficiency and predictability of the orderly liquidation process. Under
the baseline scenario, in absence of the final rule, uncertainty may
arise because various parties may interpret the statutory requirements
differently. For example, under the baseline, the repo counterparties
of the broker-dealer may not understand that the transfer of the rights
and obligations under their contracts to the bridge broker-dealer is
not determinative of customer status, because such a transfer to
another broker-dealer is only available for customers under a SIPA
proceeding. That is, repo counterparties of the broker-dealer may
mistakenly believe that the transfer of rights and obligations implies
customer status and may thus inappropriately manage their exposures to
the broker dealer once orderly liquidation is initiated. Moreover, repo
counterparties might choose to take advantage of ambiguity under the
baseline scenario because under SIPA, customers have preferred status
relative to general creditors with respect to customer property and
customer name securities. The final rule provides that the transfer of
accounts to a bridge broker-dealer is not determinative of customer
status, and that such status is determined by SIPC in accordance with
SIPA. Uncertainty regarding matters such as customer status could
result in litigation and delays in the claims process if orderly
liquidation were to be commenced with respect to a covered broker-
dealer. Therefore, the structure provided by the final rule could
conserve resources that otherwise would have to be expended in settling
such litigation and resolving delays that may arise, creating a more
efficient process for enabling orderly liquidation. Moreover, under the
baseline scenario, uncertainties about how customer claims would be
handled might lead some customer claimants to reduce exposure if doubts
about a broker-dealer's viability arise, by withdrawing free credit
balances. Similarly, uncertainties about initiation of orderly
liquidations and the process of transferring assets to the bridge
broker-dealer might lead creditors to reduce repo and derivatives
exposure before such actions are warranted. Such uncertainties, if they
were to persist, could undermine the broader benefits that orderly
liquidation could provide to financial stability. In this sense, the
processes set forth by the final rule could help realize the economic
benefits of section 205.
b. Benefits to Affected Parties
    The Agencies believe that the final rule provides benefits
comparable to those under the baseline scenario to relevant parties
such as customers, creditors, and counterparties. To the extent that it
provides additional guidance on procedural matters, the final rule may
reduce potential uncertainty, thereby providing for a more efficient
and predictable orderly liquidation process. Therefore, the Agencies
believe the final rule will improve the orderly liquidation process and
provide benefits beyond the statute, although such benefits are likely
to be incremental.
    The Agencies believe that the final rule will be beneficial to
customers.\257\ The final rule states that the bridge broker-dealer
will undertake the obligations of a covered broker-dealer with respect
to each person holding an account transferred to the bridge broker-
dealer. This will provide customers with transferred accounts assurance
that they will receive the same legal protection and status as a
customer of a broker-dealer that is subject to liquidation outside of
Title II.\258\ Further, under the final rule, the transfer of non-
customer assets to a bridge broker-dealer will not imply customer
status for these assets. The clarification in the final rule stresses
that customer status is determined by SIPC separately from the decision
to transfer an asset to a bridge broker-dealer, and could thus help
prevent confusion concerning whether other creditors whose assets have
also been transferred should be treated as customers. This
clarification may mitigate a potential increase in litigation costs,
although the economic benefit of such mitigation is likely to be de
minimis. To the extent that the clarification reduces delays in the
return of customer assets to customers, because it reduces the
likelihood of litigation, the final rule would be beneficial to
customers. Finally, the final rule also provides that allocations to
customer accounts at the bridge broker-dealer may initially be derived
from estimates based on the books and records of the covered broker-
dealer.\259\ This provision could help facilitate expedited customer
access to their respective accounts, as customers will not have to wait
for a

final reconciliation of the broker-dealer's records with other parties'
records.\260\
---------------------------------------------------------------------------

    \257\ See Section II.D.1 discussing the preferred status of
customer claims. See also 12 CFR 380.65(a)(1) and 17 CFR
302.105(a)(1) (explaining that ``SIPC . . . shall determine customer
status . . .'').
    \258\ See 12 CFR 380.63(d) and 17 CFR 302.103(d) (``With respect
to each account transferred to the bridge broker or dealer pursuant
to paragraph (b), the bridge broker or dealer shall undertake the
obligations of a broker or dealer only with respect to property
transferred to and held by the bridge broker or dealer and allocated
to the account as provided in section 380.64(a)(3) [for purposes of
the FDIC and section 302.104(a)(3) for purposes of the SEC],
including any customer property and any advances from SIPC.'').
    \259\ See 12 CFR 380.63(d) and 17 CFR 302.103(d).
    \260\ See 12 CFR 380.63(e) and 17 CFR 302.103(e). See also 15
U.S.C. 78eee(b)(2)(C)(i)-(ii).
---------------------------------------------------------------------------

    Additionally, the Agencies believe the final rule will yield
benefits to both secured and unsecured creditors, as it clarifies the
manner in which creditor claims could be transferred to a bridge
broker-dealer. The Agencies believe that such clarification will reduce
the likelihood of delayed access to creditor assets transferred from a
covered broker-dealer.
2. Expected Costs
    While the final rule ensures that in an orderly liquidation all
customer claims are satisfied in a manner and in an amount at least as
beneficial to them as would have been the case in a SIPA liquidation,
orderly liquidation does entail a different treatment of QFC
counterparties. Under SIPA, certain QFC counterparties may exercise
specified contractual rights regardless of an automatic stay.\261\ In
contrast, Title II imposes an automatic one-day stay on certain
activities by QFC counterparties,\262\ which may limit the ability of
these counterparties to terminate contracts or exercise any rights
against collateral. The stay will remain in effect if the QFC contracts
are transferred to a bridge broker-dealer. While these provisions may
impose costs, the Agencies' baseline subsumes these costs because they
are a consequence of the statute and are already in effect.
---------------------------------------------------------------------------

    \261\ See 15 U.S.C. 78eee(b)(2)(C)(i)-(ii). See also Letter from
Michael E. Don, Deputy General Counsel of SIPC to Robert A. Portnoy,
Deputy Executive Director and General Counsel of the Public
Securities Association, (February 4, 1986) (repurchase agreements);
Letter from Michael E. Don to J. Eugene Marans, Cleary, Gottlieb,
Steen & Hamilton, (August 29, 1988) (securities lending
transactions); Letter from Michael E. Don to James D. McLaughlin,
Director of the American Bankers Association, (October 30, 1990)
(securities lending transactions secured by cash collateral or
supported by letters of credit); Letter from Michael E. Don to John
G. Macfarlane, III, Chairman, Repo Committee, Public Securities
Association, (February 19, 1991) (securities lending transactions
secured by cash collateral or supported by letters of credit);
Letter from Michael E. Don, President of SIPC to Seth Grosshandler,
Cleary, Gottlieb, Steen & Hamilton, (February 14, 1996) (repurchase
agreements falling outside the Code definition of ``repurchase
agreement''); and Letter from Michael E. Don to Omer Oztan, Vice
President and Assistant General Counsel of the Bond Market
Association, (June 25, 2002) (repurchase agreements).
    \262\ See 12 CFR 380.67 and 17 CFR 302.107 (``The rights and
obligations of any party to a qualified financial contract to which
a covered broker or dealer is a party shall be governed exclusively
by 12 U.S.C. 5390, including the limitations and restrictions
contained in 12 U.S.C. 5390(c)(10)(B), and any regulations
promulgated thereunder.'').
---------------------------------------------------------------------------

    In addition, as discussed above, the final rule could benefit
customers by allowing the allocations to customer accounts at the
bridge broker-dealer to be derived from estimates based on the books
and records of the covered broker-dealer. Such a process may accelerate
customers' access to their accounts, as they will not have to wait for
a final account reconciliation to access their accounts. As provided
for in the final rule, the calculation of allocations of customer
property to customer accounts will be refined as additional information
becomes available. The Agencies believe that initial allocations will
be made conservatively, which, with the backstop of the availability of
SIPC advances to customers in accordance with the requirements of SIPA,
should minimize the possibility of an over-allocation to any customer.
To the extent that initial estimates of allocations to some customers
are excessive, it is possible that customer funds may need to be
reallocated after customers initially gain access to their accounts,
resulting in additional costs for customers. Thus, this particular
aspect of the final rule is a trade-off between expedited access to
customer funds and the possibility of subsequent reallocation. The
costs associated with subsequent reallocation may vary significantly
depending on broker-dealer systems and the specific events. In the
preamble, the Agencies acknowledged that they lacked data that would
allow them to estimate the costs associated with subsequent
reallocation. Commenters on the proposal did not provide information
that would help the Agencies estimate these costs. For these reasons,
the Agencies believe the costs associated with subsequent reallocation
cannot be quantified at this time. However, as noted above, the
Agencies believe initial allocations will be made conservatively, which
would minimize the possibility of an over-allocation to any customer
and mitigate potential costs and uncertainty associated with allocation
refinements.
3. Expected Effects on Efficiency, Competition, and Capital Formation
    The Commission and the Corporation have assessed the expected
effects arising from the final rule on efficiency, competition, and
capital formation. As discussed above, the Agencies believe the primary
economic benefit of the final rule will be that it provides details on
the implementation of section 205 of the Dodd-Frank Act, so that the
orderly liquidation of a covered broker-dealer can be carried out with
efficiency and predictability if the need arises. This structure could
reduce uncertainty about the treatment of customer and creditor claims
in an orderly liquidation, conserving resources and creating a more
efficient process relative to orderly liquidation under the baseline.
    In the absence of the final rule, uncertainty about the treatment
of claims could encourage customers and creditors to reduce exposure to
a broker-dealer facing financial distress, exacerbating the liquidity
problems of the broker-dealer. These liquidity problems could drain
cash from the broker-dealer and weaken its ability to meet its
financial obligations to the point where the broker-dealer has to be
liquidated, even if the broker-dealer's business is still viable and
profitable. Such an outcome is inefficient if the value realized from
the liquidation of the broker-dealer is less than the value of the
broker-dealer as a going concern. Additionally, such an outcome would
be inefficient if the assets held by the covered broker-dealer were
sold at fire sale prices in the process of trying to meet extraordinary
liquidity demands. By clarifying the orderly liquidation process, the
final rule could further reduce the likelihood of customers and
creditors reducing their exposures to a broker-dealer facing financial
distress, thereby further reducing the likelihood that the broker-
dealer faces liquidity problems. This, in turn may reduce the
likelihood of the inefficient liquidation of the broker-dealer.
    In the absence of the final rule, creditors of a financially
distressed broker-dealer that happen to hold the broker-dealer's assets
as collateral might rapidly sell those collateral assets if they are
uncertain about the treatment of their claims in an orderly liquidation
under the statute. To the extent that the rapid selling of collateral
assets by creditors generates large declines in the prices of those
assets and creates a wedge between the prices of those assets and their
intrinsic values--values based on the size and riskiness of asset cash
flows--price efficiency could be reduced. A reduction in the price
efficiency of collateral assets may dissuade other market participants
from trading those collateral assets for hedging or investment purposes
because they are concerned that the assets' prices may not accurately
reflect their intrinsic values. By clarifying the treatment of creditor
claims in an orderly liquidation, the final rule could promote the
price efficiency of collateral assets by reducing the likelihood of
rapid collateral asset sales.
    Beyond these identified potential effects, the Agencies believe
that the additional effects of the final rule on efficiency,
competition, and capital formation will be linked to the existence

of an orderly liquidation process itself, which is part of the
baseline, and is an option available to regulatory authorities today.
The Agencies' analysis of the effects of an orderly liquidation process
on efficiency, competition, and capital formation focuses on those
effects that derive from the process and structure created by the final
rule, but not those that are due to the underlying statute, which is
part of the economic baseline. By establishing a structured framework,
the final rule sets clearer expectations for relevant parties and
therefore could help reduce potential uncertainty and contribute to
efficiency and liquidity as described above. Relative to the baseline
scenario, where orderly liquidation exists as an option for regulatory
authorities but without the framework provided in the final rule,
having a structured process in place as a response to a potential
crisis could also allow broker-dealers to more readily attract funding,
thus facilitating capital formation.

D. Alternatives Considered

    As described above, Title II establishes a process by which a
covered broker-dealer would be placed into orderly liquidation.
Furthermore, orderly liquidation is available as an option to
regulators today, and the final rule does not affect the set of
resolution options available to the Agencies, nor does it affect the
range of possible outcomes. As an alternative to this final rule, the
Agencies could rely on a very limited rule that focuses on defining key
terms, in conjunction with statutory provisions, to implement Section
205. However, the Agencies believe this alternative approach would
result in orderly liquidations, if any, that are less efficient and
less predictable, and that would fail to achieve the benefits of the
final rule described above. In particular, the absence of the
provisions of the final rule outlining the process for notice and
application for a protective decree, the process for establishing a
bridge broker-dealer, and the process governing the transfer of
accounts, property, and other assets held by the covered broker-dealer
to the bridge broker-dealer, could lead to inconsistent application of
the statutory provisions. Such inconsistency could cause delays in the
liquidation process and increase the likelihood of litigation over
issues such as customer status, increasing costs for customers and
creditors without corresponding benefits.

E. Comments on the Proposed Rule

    As discussed in Section II supra, six comment letters were
submitted to the FDIC and the SEC on the proposed rule. Three are from
individuals (the ``Individual Letters''), one is from students in a law
school financial markets and corporate law clinic (the ``Legal Clinic
Letter''), one is from a group that states it is a ``group of concerned
citizens, activists, and financial professionals that works to ensure
that financial regulators protect the interests of the public'' (the
``OSEC Letter''), and one is a joint letter from three trade groups
representing various segments of the financial services industry (the
``Joint Letter'').\263\ Three of the letters (Law Clinic Letter, OSEC
Letter, and Joint Letter) provided comments that relate to the economic
analysis of this rule. This section addresses those comments.
---------------------------------------------------------------------------

    \263\ See comments to File No. S7-02-16 (available at: https://www.sec.gov/comments/s7-02-16/s70216.htm).
---------------------------------------------------------------------------

1. The Law Clinic Letter
    The Law Clinic Letter addresses two specific situations in which
the commenter believes the application of the proposed rule might in
some manner or on some facts have the possibility of delaying or
obstructing consumer access to property in a Title II liquidation of a
covered broker-dealer. First, in this commenter's view, the discretion
provided to SIPC under the proposed rule to use estimates for the
initial allocation of assets to customer accounts at the bridge broker-
dealer is too broad and may result in over-allocations to these
accounts to the detriment of other customers when the overpayments are
recalled. In particular, the commenter opines that a conservative
initial allocation intended to minimize the possibility of an over-
allocation to any customer and mitigate potential costs and uncertainty
associated with allocation refinements is ``too vague and is not
codified in the rule itself.'' Further, the commenter asserts as
``irresponsible'' the Agencies' decision to base customer allocations
on the books and records of the covered broker-dealer without fully
understanding the potential costs to customers. The commenter also
pointed out that the Agencies lack the data demonstrating that delays
experienced by customers in accessing their accounts actually
constitute an actionable problem. The commenter requests that the
Agencies modify the final rule to make it clear that estimates may be
used only when the liquidated entity acts in bad faith to impede the
reconciliation process.
    The Agencies believe the commenter has misunderstood the discussion
of anticipated costs as a justification for the provision of the
proposed rule. The justification for the provision, as stated in the
preamble, is to ensure that customers receive the assets held for their
customer accounts, together with SIPC payments, if any, as quickly as
is practicable. Returning customer assets to customers as quickly as
possible is important for a number of reasons. For example, customers
may depend financially on these assets or may need access in order to
be able to de-risk positions or re-hedge positions. It is for these and
other similar reasons that the trustees in SIPA liquidations have
utilized estimates to allow partial access to customer accounts before
a final reconciliation is possible. Although the circumstances of a
particular orderly liquidation may make this process difficult, the
Agencies would endeavor to provide customers prompt access to their
accounts to the extent possible based upon estimates while that
reconciliation is being completed. As a result, the Agencies have made
no changes in the final rule as a result of this comment.
    In response to the commenter's concern that the notion of a
conservative initial allocation is vague and not codified in the
proposed rule, the Agencies believe that the orderly liquidations of
different covered broker-dealers would likely occur under different
circumstances. A prescriptive definition of conservative initial
allocation that is codified may not be appropriate for the orderly
liquidations of covered broker-dealers under all circumstances.
Therefore, the Agencies have chosen not to define or to codify a
conservative initial allocation in the final rule.
    The Agencies reject the commenter's assertion that the Agencies
decided to allow estimates of customer allocations to be based on the
books and records of the covered broker-dealer without fully
understanding the potential costs to customers. In the preamble, the
Agencies not only addressed the potential costs associated with this
allocation approach, but also the mitigation of such costs.
Specifically, the Agencies acknowledged that to the extent that initial
estimates of allocations to some customers are excessive, it is
possible that customer funds may need to be reallocated after customers
initially gain access to their accounts, which could result in costs
for customers.\264\ Further, the Agencies recognized that these costs
may vary significantly depending on broker-dealer systems and the
specific events and acknowledged that the lack of data

prevented a quantification of these costs. In the preamble, the
Agencies also expressed the preliminary belief that initial allocations
would be conservative and would minimize the possibility of an over-
allocation to any customer and mitigate potential costs and uncertainty
associated with allocation refinements. None of the commenters provided
information to support a different conclusion. Therefore, the Agencies
believe that due consideration has been given to the potential costs
that customers might incur under the allocation approach that is based
on the books and records of the covered broker-dealer.
---------------------------------------------------------------------------

    \264\ Ibid.
---------------------------------------------------------------------------

    The Agencies disagree with the Law Clinic's suggestion that the
Agencies lack the data demonstrating that delays experienced by
customers in accessing their accounts constitute an actionable problem.
In the preamble,\265\ the Agencies relied on experience with SIPA
liquidations to ascertain that delays experienced by customers in
accessing their accounts are a problem during the liquidation of a
broker-dealer. The experience with SIPA liquidations constitutes
relevant data that informs the Agencies' deliberations in this
rulemaking. While costs incurred by customers who experience delays
could also help demonstrate that such delays constitute an actionable
problem, the Agencies do not have the data to quantify such costs,
which are likely associated with the lost investment and consumption
opportunities that would result if customers could not access their
accounts quickly. Because customers typically do not report such
forgone opportunities, the Agencies do not have the data to quantify
the costs incurred by customers who experience delays in accessing
their accounts.
---------------------------------------------------------------------------

    \265\ See 81 FR at 10804.
---------------------------------------------------------------------------

2. The OSEC Letter
    The OSEC Letter generally supports the proposed rule and outlines
several benefits to the proposed rule, recognizing that the proposed
rule relied upon the established framework for liquidations under SIPA
in describing the orderly liquidation claims process. The commenter
highlights one perceived difference between the SIPA process and the
process described in the proposed rule, however and suggests that the
rule would be improved by increasing the amount of time that customers
have to file claims. The OSEC Letter states that the proposed rule
tracks section 8(a)(3) of SIPA by mandating that customer claims for
net equity be filed within 60 days after the date the notice to
creditors to file claims is first published, while general creditors of
the covered broker-dealer have up to six months to file their claims
and have a good faith exception for late filings. The OSEC Letter also
suggests that the proposed rule be used as an opportunity to reduce
moral hazard by imposing restrictions on executive compensation at
broker-dealers. The OSEC letter states that the proposed rule ``fails
to adequately penalize senior management, employees, and advisors who
are complicit in producing the covered broker dealer's financial
instability.'' The OSEC Letter supports the establishment of a bridge
broker-dealer and suggests that the FDIC consider and encourage the
establishment of multiple bridge entities to limit over-concentration
and interconnectedness risk.
    While the Agencies appreciate the comments raised in the OSEC
Letter, the Agencies have not made changes in the final rule as a
result of these comments. First, the OSEC Letter has misconstrued the
proposed rule with respect to the time allowed for claims. The proposed
rule provides that all creditors--customers as well as general
unsecured creditors--have the opportunity to file claims within time
frames consistent with the requirements of SIPA and of the Dodd-Frank
Act. Under the proposed rule, customers would have the same six-month
period to file claims as all other creditors and have an exception for
late filings comparable to the SIPA good faith exception. However,
under both SIPA and the proposed rule, if a customer files his claim
within 60 days after the date the notice to creditors to file claims is
first published, the customer is assured that its net equity claim will
be paid, in kind, from customer property or, to the extent such
property is insufficient, from SIPC funds. If the customer files a
claim after the 60 days, the claim need not be paid with customer
property and, to the extent such claim is paid by funds advanced by
SIPC, it would be satisfied in cash or securities or both as SIPC
determines is most economical to the estate. Therefore, the Agencies
have made no changes in the final rule as a result of the comment.
    The OSEC Letter also suggests that the proposed rule be used as an
opportunity to reduce moral hazard by imposing restrictions on
executive compensation at broker-dealers. The OSEC Letter states that
the proposed rule ``fails to adequately penalize senior management,
employees, and advisors who are complicit in producing the covered
broker dealer's financial instability.'' Restrictions on execution
compensation are outside the scope of the rulemaking requirement of
section 205(h) of the Dodd-Frank Act.\266\ Therefore, the Agencies have
chosen not to act on the commenter's suggestion. Regarding the
commenter's suggestion that the FDIC consider and encourage the
establishment of multiple bridge entities to limit over-concentration
and interconnectedness risk, the Agencies note that both the Dodd-Frank
Act and the proposed rule permit the FDIC to establish multiple bridge
broker-dealers in a Title II orderly liquidation and therefore the
Agencies have made no changes in the final rule as a result of the
comment.
---------------------------------------------------------------------------

    \266\ Section 956 of the Dodd-Frank Act requires the appropriate
Federal regulators to prescribe regulations or guidelines with
respect to incentive-based payment arrangements and other matters
relating to executive compensation. 12 U.S.C. 5641.
---------------------------------------------------------------------------

3. The Joint Letter
    The Joint Letter is generally supportive of the proposed rule but
states that certain portions of the proposed rule would benefit from
additional clarification, either through additional rulemaking or
interpretive statements.
    The Joint Letter states that the proposed rule is likely to have an
extremely narrow scope of application and calls into question the
necessity of the proposed rule. In the preamble to the proposed rule,
the Agencies specifically acknowledged the limited circumstances in
which the rule would be applied. However, the Dodd-Frank Act requires
the Agencies jointly to issue rules to implement section 205 of the
Act. The Agencies believe that the clarifications provided by the final
rule will prove valuable should a broker-dealer ever be subject to a
Title II orderly liquidation and therefore the Agencies are
promulgating this final rule.
    The Joint Letter also notes the concern that the proposed rule
could create, rather than reduce, uncertainty because the proposed rule
does not repeat the full statutory text of section 205(a) that SIPC
will act ``as trustee for the liquidation under the Securities Investor
Protection Act . . .'' [emphasis added.].
    The proposed rule clarifies that, although the trustee will make
certain determinations, such as the allocation of customer property, in
accordance with the relevant definitions under SIPA, the orderly
liquidation of the covered broker-dealer is in fact pursuant to a
proceeding under the Dodd-Frank Act, rather than a process under SIPA.
The Agencies acknowledge that the reference to a liquidation ``under
SIPA'' in section 205 of the statute may create

ambiguity. The purpose of the rulemaking required by section 205(h) of
the Dodd-Frank Act is to clarify these provisions and provide a
framework for implementing a Title II orderly liquidation of a broker-
dealer. Thus, in the preamble to the proposed rule, the Agencies
explained that the omission of the reference to the appointment of SIPC
as a trustee for a liquidation ``under [SIPA]'' is intended to make
clear that the rule applies to an orderly liquidation of a covered
broker-dealer under the Dodd-Frank Act, not a SIPA proceeding.\267\ The
proposed rule seeks to eliminate the confusion caused by referring to a
``liquidation under [SIPA]'' in the Dodd-Frank Act when there is, in
fact, no proceeding under SIPA and the broker-dealer is being
liquidated under Title II, while implementing the statutory objective
that the protections afforded to customers under SIPA are recognized in
the Title II process. Therefore, the Agencies have made no changes in
the final rule as a result of this comment.
---------------------------------------------------------------------------

    \267\ See Section III.B. See also 12 U.S.C. 5383(b)(2).
---------------------------------------------------------------------------

VI. Regulatory Analysis and Procedures

A. Regulatory Flexibility Act Certification

    The Regulatory Flexibility Act (``RFA'') generally requires that,
in connection with a final rulemaking, an agency prepare and make
available for public comment a final regulatory flexibility analysis
describing the impact of the proposed rule on small entities.\268\
However, a regulatory flexibility analysis is not required if the
agency certifies that the proposal will not have a significant economic
impact on a substantial number of small entities. The Small Business
Administration (SBA) has defined ``small entities'' to include broker-
dealers if their annual receipts do not exceed $41.5 million.\269\ For
the reasons described below and under section 605(b) of the RFA, the
Agencies certify that the final rule will not have a significant
economic impact on a substantial number of small entities. The final
rule clarifies rules and procedures for the orderly liquidation of a
covered broker-dealer under Title II. A covered broker-dealer is a
broker-dealer that is subject to a systemic risk determination by the
Secretary pursuant to section 203 of the Dodd-Frank Act, 12 U.S.C.
5383, and thereafter is to be liquidated under Title II. The Agencies
do not believe that a broker-dealer that would be considered a small
entity for purposes of the RFA would ever be the subject of a systemic
risk determination by the Secretary. Therefore, the Agencies are not
aware of any small entities that would be affected by the final rule.
As such, the final rule would not affect, and would impose no burdens
on, small entities.
---------------------------------------------------------------------------

    \268\ 5 U.S.C. 601 et seq.
    \269\ The SBA defines a Securities Brokerage (NAICS 523120) as a
small entity if it garners annual receipts of $41.5 million or less.
See 13 CFR 121.201 as amended by Small Business Size Standards:
Adjustment of Monetary-Based Size Standards for Inflation, 84 FR
34261 (July 18, 2019) (effective August 19, 2019).
---------------------------------------------------------------------------

B. Plain Language

    Section 722 of the Gramm-Leach-Bliley Act \270\ requires federal
banking agencies to use plain language in all proposed and final rules
published after January 1, 2000. The FDIC has sought to present the
rule in a simple and straightforward manner. The FDIC invited comments
on how to make the proposed rule easier to understand. No comments
addressing this issue were received.
---------------------------------------------------------------------------

    \270\ Public Law 106-102, 113 Stat. 1338, 1471.
---------------------------------------------------------------------------

VII. Other Matters

    If any of the provisions of the final rule, or the application
thereof to any person or circumstance, is held to be invalid, such
invalidity shall not affect other provisions or application of such
provisions to other persons or circumstances that can be given effect
without the invalid provision or application.
    Pursuant to the Congressional Review Act,\271\ the Office of
Information and Regulatory Affairs (OIRA) has designated this rule as a
``major rule,'' as defined by 5 U.S.C. 804(2).
---------------------------------------------------------------------------

    \271\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------

VIII. Statutory Authority

    The final rule is being promulgated pursuant to section 205(h) of
the Dodd-Frank Act. Section 205(h) of the Dodd-Frank Act requires the
Corporation and the Commission, in consultation with SIPC, jointly to
issue rules to implement section 205 of the Dodd-Frank Act concerning
the orderly liquidation of covered broker-dealers.

List of Subjects

12 CFR Part 380

    Holding companies, Insurance.

17 CFR Part 302

    Brokers, Claims, Customers, Dealers, Financial companies, Orderly
liquidation.

Federal Deposit Insurance Corporation

12 CFR Part 380

Authority and Issuance

    For the reasons stated in the preamble, the Federal Deposit
Insurance Corporation amends 12 CFR part 380 as follows:

PART 380--ORDERLY LIQUIDATION AUTHORITY

0
1. The authority citation for part 380 is revised to read as follows:

    Authority:  12 U.S.C. 5385(h); 12 U.S.C. 5389; 12 U.S.C.
5390(s)(3); 12 U.S.C. 5390(b)(1)(C); 12 U.S.C. 5390(a)(7)(D); 12
U.S.C. 5381(b); 12 U.S.C. 5390(r); 12 U.S.C. 5390(a)(16)(D).

0
2. Add subpart D to part 380, consisting of Sec. Sec.  380.60 through
380.67, to read as follows:

Subpart D--Orderly Liquidation of Covered Brokers or Dealers

Sec.
380.60 Definitions.
380.61 Appointment of receiver and trustee for covered broker or
dealer.
380.62 Notice and application for protective decree for covered
broker or dealer.
380.63 Bridge broker or dealer.
380.64 Claims of customers and other creditors of a covered broker
or dealer.
380.65 Priorities for unsecured claims against a covered broker or
dealer.
380.66 Administrative expenses of SIPC.
380.67 Qualified Financial Contracts.

Sec.  380.60   Definitions.

    For purposes of this subpart D, the following terms are defined as
follows:
    Appointment date. The term appointment date means the date of the
appointment of the Corporation as receiver for a covered financial
company that is a covered broker or dealer. This date shall constitute
the filing date as that term is used in SIPA.
    Bridge broker or dealer. The term bridge broker or dealer means a
new financial company organized by the Corporation in accordance with
12 U.S.C. 5390(h) for the purpose of resolving a covered broker or
dealer.
    Commission. The term Commission means the Securities and Exchange
Commission.
    Covered broker or dealer. The term covered broker or dealer means a
covered financial company that is a qualified broker or dealer.
    Customer. The term customer of a covered broker or dealer shall
have the same meaning as in 15 U.S.C. 78lll(2) provided that the
references therein to debtor shall mean the covered broker or dealer.
    Customer name securities. The term customer name securities shall
have the

same meaning as in 15 U.S.C. 78lll(3) provided that the references
therein to debtor shall mean the covered broker or dealer and the
references therein to filing date shall mean the appointment date.
    Customer property. The term customer property shall have the same
meaning as in 15 U.S.C. 78lll(4) provided that the references therein
to debtor shall mean the covered broker or dealer.
    Net equity. The term net equity shall have the same meaning as in
15 U.S.C. 78lll(11) provided that the references therein to debtor
shall mean the covered broker or dealer and the references therein to
filing date shall mean the appointment date.
    Qualified broker or dealer. The term qualified broker or dealer
means a broker or dealer that:
    (1) Is registered with the Commission under section 15(b) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o(b)); and
    (2) Is a member of SIPC.
    SIPA. The term SIPA means the Securities Investor Protection Act of
1970, 15 U.S.C. 78aaa-lll.
    SIPC. The term SIPC means the Securities Investor Protection
Corporation.

Sec.  380.61   Appointment of receiver and trustee for covered broker
or dealer.

    Upon the appointment of the Corporation as receiver for a covered
broker or dealer, the Corporation shall appoint SIPC to act as trustee
for the covered broker or dealer.

Sec.  380.62   Notice and application for protective decree for covered
broker or dealer.

    (a) SIPC and the Corporation, upon consultation with the
Commission, shall jointly determine the terms of a notice and
application for a protective decree that will be filed promptly with
the Federal district court for the district within which the principal
place of business of the covered broker or dealer is located; provided
that if a case or proceeding under SIPA with respect to such covered
broker or dealer is then pending, then such notice and application for
a protective decree will be filed promptly with the Federal district
court in which such case or proceeding under SIPA is pending. If such
notice and application for a protective decree is filed on a date other
than the appointment date, such filing shall be deemed to have occurred
on the appointment date for the purposes of this subpart D.
    (b) A notice and application for a protective decree may, among
other things, provide for notice:
    (1) Of the appointment of the Corporation as receiver and the
appointment of SIPC as trustee for the covered broker or dealer; and
    (2) That the provisions of Title II of the Dodd-Frank Act and any
regulations promulgated thereunder may apply, including without
limitation the following:
    (i) Any existing case or proceeding with respect to a covered
broker or dealer under the Bankruptcy Code or SIPA shall be dismissed
effective as of the appointment date and no such case or proceeding may
be commenced with respect to a covered broker or dealer at any time
while the Corporation is receiver for such covered broker or dealer;
    (ii) The revesting of assets in a covered broker or dealer to the
extent that they have vested in any entity other than the covered
broker or dealer as a result of any case or proceeding commenced with
respect to the covered broker or dealer under the Bankruptcy Code,
SIPA, or any similar provision of State liquidation or insolvency law
applicable to the covered broker or dealer; provided that any such
revesting shall not apply to assets held by the covered broker or
dealer, including customer property, transferred prior to the
appointment date pursuant to an order entered by the bankruptcy court
presiding over the case or proceeding with respect to the covered
broker or dealer;
    (iii) The request of the Corporation as receiver for a stay in any
judicial action or proceeding (other than actions dismissed in
accordance with paragraph (b)(2)(i) of this section) in which the
covered broker or dealer is or becomes a party for a period of up to 90
days from the appointment date;
    (iv) Except as provided in paragraph (b)(2)(v) of this section with
respect to qualified financial contracts, no person may exercise any
right or power to terminate, accelerate or declare a default under any
contract to which the covered broker or dealer is a party (and no
provision in any such contract providing for such default, termination
or acceleration shall be enforceable), or to obtain possession of or
exercise control over any property of the covered broker or dealer or
affect any contractual rights of the covered broker or dealer without
the consent of the Corporation as receiver of the covered broker or
dealer upon consultation with SIPC during the 90-day period beginning
from the appointment date; and
    (v) The exercise of rights and the performance of obligations by
parties to qualified financial contracts with the covered broker or
dealer may be affected, stayed, or delayed pursuant to the provisions
of Title II of the Dodd-Frank Act (including 12 U.S.C. 5390(c)) and the
regulations promulgated thereunder.

Sec.  380.63   Bridge broker or dealer.

    (a) The Corporation, as receiver for one or more covered brokers or
dealers or in anticipation of being appointed receiver for one or more
covered broker or dealers, may organize one or more bridge brokers or
dealers with respect to a covered broker or dealer.
    (b) If the Corporation establishes one or more bridge brokers or
dealers with respect to a covered broker or dealer, then, subject to
paragraph (d) of this section, the Corporation as receiver for such
covered broker or dealer shall transfer all customer accounts and all
associated customer name securities and customer property to such
bridge brokers or dealers unless the Corporation determines, after
consultation with the Commission and SIPC, that:
    (1) The customer accounts, customer name securities, and customer
property are likely to be promptly transferred to one or more qualified
brokers or dealers such that the use of a bridge broker or dealer would
not facilitate such transfer to one or more qualified brokers or
dealers; or
    (2) The transfer of such customer accounts to a bridge broker or
dealer would materially interfere with the ability of the Corporation
to avoid or mitigate serious adverse effects on financial stability or
economic conditions in the United States.
    (c) The Corporation, as receiver for such covered broker or dealer,
also may transfer any other assets and liabilities of the covered
broker or dealer (including non-customer accounts and any associated
property and any assets and liabilities associated with any trust or
custody business) to such bridge brokers or dealers as the Corporation
may, in its discretion, determine to be appropriate in accordance with,
and subject to the requirements of, 12 U.S.C. 5390(h), including 12
U.S.C. 5390(h)(1) and 5390(h)(5), and any regulations promulgated
thereunder.
    (d) In connection with customer accounts transferred to the bridge
broker or dealer pursuant to paragraph (b) of this section, claims for
net equity shall not be transferred but shall remain with the covered
broker or dealer. Customer property transferred from the covered broker
or dealer, along with advances from SIPC, shall be allocated to
customer accounts at the bridge broker or dealer in accordance with
Sec.  380.64(a)(3). Such allocations initially

may be based upon estimates, and such estimates may be based upon the
books and records of the covered broker or dealer or any other
information deemed relevant in the discretion of the Corporation as
receiver, in consultation with SIPC, as trustee. Such estimates may be
adjusted from time to time as additional information becomes available.
With respect to each account transferred to the bridge broker or dealer
pursuant to paragraph (b) or (c) of this section, the bridge broker or
dealer shall undertake the obligations of a broker or dealer only with
respect to property transferred to and held by the bridge broker or
dealer, and allocated to the account as provided in Sec.  380.64(a)(3),
including any customer property and any advances from SIPC. The bridge
broker or dealer shall have no obligations with respect to any customer
property or other property that is not transferred from the covered
broker or dealer to the bridge broker or dealer. The transfer of
customer property to such an account shall have no effect on
calculation of the amount of the affected account holder's net equity,
but the value, as of the appointment date, of the customer property and
advances from SIPC so transferred shall be deemed to satisfy any such
claim, in whole or in part.
    (e) The transfer of assets or liabilities held by a covered broker
or dealer, including customer accounts and all associated customer name
securities and customer property, assets and liabilities held by a
covered broker or dealer for any non-customer creditor, and assets and
liabilities associated with any trust or custody business, to a bridge
broker or dealer, shall be effective without any consent,
authorization, or approval of any person or entity, including but not
limited to, any customer, contract party, governmental authority, or
court.
    (f) Any succession to or assumption by a bridge broker or dealer of
rights, powers, authorities, or privileges of a covered broker or
dealer shall be effective without any consent, authorization, or
approval of any person or entity, including but not limited to, any
customer, contract party, governmental authority, or court, and any
such bridge broker or dealer shall upon its organization by the
Corporation immediately and by operation of law--
    (1) Be established and deemed registered with the Commission under
the Securities Exchange Act of 1934;
    (2) Be deemed to be a member of SIPC; and
    (3) Succeed to any and all registrations and memberships of the
covered broker or dealer with or in any self-regulatory organizations.
    (g) Except as provided in paragraph (f) of this section, the bridge
broker or dealer shall be subject to applicable Federal securities laws
and all requirements with respect to being a member of a self-
regulatory organization and shall operate in accordance with all such
laws and requirements and in accordance with its articles of
association; provided, however, that the Commission may, in its
discretion, exempt the bridge broker or dealer from any such
requirements if the Commission deems such exemption to be necessary or
appropriate in the public interest or for the protection of investors.
    (h) At the end of the term of existence of a bridge broker or
dealer, any proceeds that remain after payment of all administrative
expenses of such bridge broker or dealer and all other claims against
such bridge broker or dealer shall be distributed to the receiver for
the related covered broker or dealer.

Sec.  380.64   Claims of customers and other creditors of a covered
broker or dealer.

    (a) Trustee's role. (1) SIPC, as trustee for a covered broker or
dealer, shall determine customer status, claims for net equity, claims
for customer name securities, and whether property of the covered
broker or dealer qualifies as customer property. SIPC, as trustee for a
covered broker or dealer, shall make claims determinations in
accordance with SIPA and with paragraph (a)(3) of this section, but
such determinations, and any claims related thereto, shall be governed
by the procedures set forth in paragraph (b) of this section.
    (2) SIPC shall make advances in accordance with, and subject to the
limitations imposed by, 15 U.S.C. 78fff-3. Where appropriate, SIPC
shall make such advances by delivering cash or securities to the
customer accounts established at the bridge broker or dealer.
    (3) Customer property held by a covered broker or dealer shall be
allocated as follows:
    (i) First, to SIPC in repayment of advances made by SIPC pursuant
to 12 U.S.C. 5385(f) and 15 U.S.C. 78fff-3(c)(1), to the extent such
advances effected the release of securities which then were apportioned
to customer property pursuant to 15 U.S.C. 78fff(d);
    (ii) Second, to customers of such covered broker or dealer, or in
the case that customer accounts are transferred to a bridge broker or
dealer, then to such customer accounts at a bridge broker or dealer,
who shall share ratably in such customer property on the basis and to
the extent of their respective net equities;
    (iii) Third, to SIPC as subrogee for the claims of customers; and
    (iv) Fourth, to SIPC in repayment of advances made by SIPC pursuant
to 15 U.S.C. 78fff-3(c)(2).
    (4) The determinations and advances made by SIPC as trustee for a
covered broker or dealer under this subpart D shall be made in a manner
consistent with SIPC's customary practices under SIPA. The allocation
of customer property, advances from SIPC, and delivery of customer name
securities to each customer or to its customer account at a bridge
broker or dealer, in partial or complete satisfaction of such
customer's net equity claims as of the close of business on the
appointment date, shall be in a manner, including form and timing, and
in an amount at least as beneficial to such customer as would have been
the case had the covered broker or dealer been liquidated under SIPA.
Any claims related to determinations made by SIPC as trustee for a
covered broker or dealer shall be governed by the procedures set forth
in paragraph (b) of this section.
    (b) Receiver's role. Any claim shall be determined in accordance
with the procedures set forth in 12 U.S.C. 5390(a)(2) through (5) and
the regulations promulgated by the Corporation thereunder, provided
however, that--
    (1) Notice requirements. The notice of the appointment of the
Corporation as receiver for a covered broker or dealer shall also
include notice of the appointment of SIPC as trustee. The Corporation
as receiver shall coordinate with SIPC as trustee to post the notice on
SIPC's public website in addition to the publication procedures set
forth in Sec.  380.33.
    (2) Procedures for filing a claim. The Corporation as receiver
shall consult with SIPC, as trustee, regarding a claim form and filing
instructions with respect to claims against the Corporation as receiver
for a covered broker or dealer, and such information shall be provided
on SIPC's public website in addition to the Corporation's public
website. Any such claim form shall contain a provision permitting a
claimant to claim status as a customer of the broker or dealer, if
applicable.
    (3) Claims bar date. The Corporation as receiver shall establish a
claims bar date in accordance with 12 U.S.C. 5390(a)(2)(B)(i) and any
regulations promulgated thereunder by which date creditors of a covered
broker or dealer, including all customers of the covered broker or
dealer, shall present their claims, together with proof. The claims

bar date for a covered broker or dealer shall be the date following the
expiration of the six-month period beginning on the date a notice to
creditors to file their claims is first published in accordance with 12
U.S.C. 5390(a)(2)(B)(i) and any regulations promulgated thereunder. Any
claim filed after the claims bar date shall be disallowed, and such
disallowance shall be final, as provided by 12 U.S.C. 5390(a)(3)(C)(i)
and any regulations promulgated thereunder, except that a claim filed
after the claims bar date shall be considered by the receiver as
provided by 12 U.S.C. 5390(a)(3)(C)(ii) and any regulations promulgated
thereunder. In accordance with section 8(a)(3) of SIPA, 15 U.S.C.
78fff-2(a)(3), any claim for net equity filed more than sixty days
after the date the notice to creditors to file claims is first
published need not be paid or satisfied in whole or in part out of
customer property and, to the extent such claim is paid by funds
advanced by SIPC, it shall be satisfied in cash or securities, or both,
as SIPC, as trustee, determines is most economical to the receivership
estate.
    (c) Decision period. The Corporation as receiver of a covered
broker or dealer shall notify a claimant whether it allows or disallows
the claim, or any portion of a claim or any claim of a security,
preference, set-off, or priority, within the 180-day period set forth
in 12 U.S.C. 5390(a)(3)(A) and any regulations promulgated thereunder
(as such 180-day period may be extended by written agreement as
provided therein) or within the 90-day period set forth in 12 U.S.C.
5390(a)(5)(B) and any regulations promulgated thereunder, whichever is
applicable. In accordance with paragraph (a) of this section, the
Corporation, as receiver, shall issue the notice required by this
paragraph (c), which shall utilize the determination made by SIPC, as
trustee, in a manner consistent with SIPC's customary practices in a
liquidation under SIPA, with respect to any claim for net equity or
customer name securities. The process established herein for the
determination, within the 180-day period set forth in 12 U.S.C.
5390(a)(3)(A) and any regulations promulgated thereunder (as such 180-
day period may be extended by written agreement as provided therein),
of claims by customers of a covered broker or dealer for customer
property or customer name securities shall constitute the exclusive
process for the determination of such claims, and any procedure for
expedited relief established pursuant to 12 U.S.C. 5390(a)(5) and any
regulations promulgated thereunder shall be inapplicable to such
claims.
    (d) Judicial review. The claimant may seek a judicial determination
of any claim disallowed, in whole or in part, by the Corporation as
receiver, including any claim disallowed based upon any
determination(s) of SIPC as trustee made pursuant to Sec.  380.64(a),
by the appropriate district or territorial court of the United States
in accordance with 12 U.S.C. 5390(a)(4) or (5), whichever is
applicable, and any regulations promulgated thereunder.

Sec.  380.65   Priorities for unsecured claims against a covered broker
or dealer.

    Allowed claims not satisfied pursuant to Sec.  380.63(d), including
allowed claims for net equity to the extent not satisfied after final
allocation of customer property in accordance with Sec.  380.64(a)(3),
shall be paid in accordance with the order of priority set forth in
Sec.  380.21 subject to the following adjustments:
    (a) Administrative expenses of SIPC incurred in performing its
responsibilities as trustee for a covered broker or dealer shall be
included as administrative expenses of the receiver as defined in Sec.
380.22 and shall be paid pro rata with such expenses in accordance with
Sec.  380.21(c).
    (b) Amounts paid by the Corporation to customers or SIPC shall be
included as amounts owed to the United States as defined in Sec.
380.23 and shall be paid pro rata with such amounts in accordance with
Sec.  380.21(c).
    (c) Amounts advanced by SIPC for the purpose of satisfying customer
claims for net equity shall be paid following the payment of all
amounts owed to the United States pursuant to Sec.  380.21(a)(3) but
prior to the payment of any other class or priority of claims described
in Sec.  380.21(a)(4) through (11).

Sec.  380.66   Administrative expenses of SIPC.

    (a) In carrying out its responsibilities, SIPC, as trustee for a
covered broker or dealer, may utilize the services of third parties,
including private attorneys, accountants, consultants, advisors,
outside experts, and other third party professionals. SIPC shall have
an allowed claim for administrative expenses for any amounts paid by
SIPC for such services to the extent that such services are available
in the private sector, and utilization of such services is practicable,
efficient, and cost effective. The term administrative expenses of SIPC
includes the costs and expenses of such attorneys, accountants,
consultants, advisors, outside experts, and other third party
professionals, and other expenses that would be allowable to a third
party trustee under 15 U.S.C. 78eee(b)(5)(A), including the costs and
expenses of SIPC employees that would be allowable pursuant to 15
U.S.C. 78fff(e).
    (b) The term administrative expenses of SIPC shall not include
advances from SIPC to satisfy customer claims for net equity.

Sec.  380.67   Qualified Financial Contracts.

    The rights and obligations of any party to a qualified financial
contract to which a covered broker or dealer is a party shall be
governed exclusively by 12 U.S.C. 5390, including the limitations and
restrictions contained in 12 U.S.C. 5390(c)(10)(B), and any regulations
promulgated thereunder.

Securities and Exchange Commission

17 CFR Part 302

Authority and Issuance

0
For the reasons stated in the preamble, the Securities and Exchange
Commission amends 17 CFR Chapter II by adding part 302 to read as
follows:

PART 302--ORDERLY LIQUIDATION OF COVERED BROKERS OR DEALERS

Sec.
302.100 Definitions.
302.101 Appointment of receiver and trustee for covered broker or
dealer.
302.102 Notice and application for protective decree for covered
broker or dealer.
302.103 Bridge broker or dealer.
302.104 Claims of customers and other creditors of a covered broker
or dealer.
302.105 Priorities for unsecured claims against a covered broker or
dealer.
302.106 Administrative expenses of SIPC.
302.107 Qualified Financial Contracts.

    Authority: 12 U.S.C. 5385(h).

Sec.  302.100  Definitions.

    For purposes of Sec. Sec.  302.100 through 302.107, the following
terms shall have the following meanings:
    (a) Appointment date. The term appointment date means the date of
the appointment of the Corporation as receiver for a covered financial
company that is a covered broker or dealer. This date shall constitute
the filing date as that term is used in SIPA.
    (b) Bridge broker or dealer. The term bridge broker or dealer means
a new financial company organized by the Corporation in accordance with
12 U.S.C. 5390(h) for the purpose of resolving a covered broker or
dealer.
    (c) Commission. The term Commission means the Securities and
Exchange Commission.
    (d) Covered broker or dealer. The term covered broker or dealer
means a

covered financial company that is a qualified broker or dealer.
    (e) Customer. The term customer of a covered broker or dealer shall
have the same meaning as in 15 U.S.C. 78lll(2) provided that the
references therein to debtor shall mean the covered broker or dealer.
    (f) Customer name securities. The term customer name securities
shall have the same meaning as in 15 U.S.C. 78lll(3) provided that the
references therein to debtor shall mean the covered broker or dealer
and the references therein to filing date shall mean the appointment
date.
    (g) Customer property. The term customer property shall have the
same meaning as in 15 U.S.C. 78lll(4) provided that the references
therein to debtor shall mean the covered broker or dealer.
    (h) Net equity. The term net equity shall have the same meaning as
in 15 U.S.C. 78lll(11) provided that the references therein to debtor
shall mean the covered broker or dealer and the references therein to
filing date shall mean the appointment date.
    (i) Qualified broker or dealer. The term qualified broker or dealer
means a broker or dealer that (A) is registered with the Commission
under Section 15(b) of the Securities Exchange Act of 1934 (15 U.S.C.
78o(b)); and (B) is a member of SIPC.
    (j) SIPA. The term SIPA means the Securities Investor Protection
Act of 1970, 15 U.S.C. 78aaa-lll.
    (k) SIPC. The term SIPC means the Securities Investor Protection
Corporation.
    (l) Corporation. The term Corporation means the Federal Deposit
Insurance Corporation.
    (m) Dodd-Frank Act. The term Dodd-Frank Act means the Dodd-Frank
Wall Street Reform and Consumer Protection Act, Public Law 111-203, 124
Stat. 1376, enacted July 21, 2010.

Sec.  302.101  Appointment of receiver and trustee for covered broker
or dealer.

    Upon the appointment of the Corporation as receiver for a covered
broker or dealer, the Corporation shall appoint SIPC to act as trustee
for the covered broker or dealer.

Sec.  302.102  Notice and application for protective decree for covered
broker or dealer.

    (a) SIPC and the Corporation, upon consultation with the
Commission, shall jointly determine the terms of a notice and
application for a protective decree that will be filed promptly with
the Federal district court for the district within which the principal
place of business of the covered broker or dealer is located; provided
that if a case or proceeding under SIPA with respect to such covered
broker or dealer is then pending, then such notice and application for
a protective decree will be filed promptly with the Federal district
court in which such case or proceeding under SIPA is pending. If such
notice and application for a protective decree is filed on a date other
than the appointment date, such filing shall be deemed to have occurred
on the appointment date for the purposes of Sec. Sec.  302.100 through
302.107.
    (b) A notice and application for a protective decree may, among
other things, provide for notice--
    (1) Of the appointment of the Corporation as receiver and the
appointment of SIPC as trustee for the covered broker or dealer; and
    (2) That the provisions of Title II of the Dodd-Frank Act and any
regulations promulgated thereunder may apply, including without
limitation the following:
    (i) Any existing case or proceeding with respect to a covered
broker or dealer under the Bankruptcy Code or SIPA shall be dismissed
effective as of the appointment date and no such case or proceeding may
be commenced with respect to a covered broker or dealer at any time
while the Corporation is receiver for such covered broker or dealer;
    (ii) The revesting of assets in a covered broker or dealer to the
extent that they have vested in any entity other than the covered
broker or dealer as a result of any case or proceeding commenced with
respect to the covered broker or dealer under the Bankruptcy Code,
SIPA, or any similar provision of State liquidation or insolvency law
applicable to the covered broker or dealer; provided that any such
revesting shall not apply to assets held by the covered broker or
dealer, including customer property, transferred prior to the
appointment date pursuant to an order entered by the bankruptcy court
presiding over the case or proceeding with respect to the covered
broker or dealer;
    (iii) The request of the Corporation as receiver for a stay in any
judicial action or proceeding (other than actions dismissed in
accordance with paragraph (b)(i) of this section) in which the covered
broker or dealer is or becomes a party for a period of up to 90 days
from the appointment date;
    (iv) Except as provided in paragraph (b)(v) of this section with
respect to qualified financial contracts, no person may exercise any
right or power to terminate, accelerate or declare a default under any
contract to which the covered broker or dealer is a party (and no
provision in any such contract providing for such default, termination
or acceleration shall be enforceable), or to obtain possession of or
exercise control over any property of the covered broker or dealer or
affect any contractual rights of the covered broker or dealer without
the consent of the Corporation as receiver of the covered broker or
dealer upon consultation with SIPC during the 90-day period beginning
from the appointment date; and
    (v) The exercise of rights and the performance of obligations by
parties to qualified financial contracts with the covered broker or
dealer may be affected, stayed, or delayed pursuant to the provisions
of Title II of the Dodd-Frank Act (including 12 U.S.C. 5390(c)) and the
regulations promulgated thereunder.

Sec.  302.103  Bridge broker or dealer.

    (a) The Corporation, as receiver for one or more covered brokers or
dealers or in anticipation of being appointed receiver for one or more
covered broker or dealers, may organize one or more bridge brokers or
dealers with respect to a covered broker or dealer.
    (b) If the Corporation establishes one or more bridge brokers or
dealers with respect to a covered broker or dealer, then, subject to
paragraph (d) of this section, the Corporation as receiver for such
covered broker or dealer shall transfer all customer accounts and all
associated customer name securities and customer property to such
bridge brokers or dealers unless the Corporation determines, after
consultation with the Commission and SIPC, that:
    (1) The customer accounts, customer name securities, and customer
property are likely to be promptly transferred to one or more qualified
brokers or dealers such that the use of a bridge broker or dealer would
not facilitate such transfer to one or more qualified brokers or
dealers; or
    (2) The transfer of such customer accounts to a bridge broker or
dealer would materially interfere with the ability of the Corporation
to avoid or mitigate serious adverse effects on financial stability or
economic conditions in the United States.
    (c) The Corporation, as receiver for such covered broker or dealer,
also may transfer any other assets and liabilities of the covered
broker or dealer (including non-customer accounts and any associated
property and any assets and liabilities associated with any trust or
custody business) to such bridge brokers or dealers as the Corporation

may, in its discretion, determine to be appropriate in accordance with,
and subject to the requirements of, 12 U.S.C. 5390(h), including 12
U.S.C. 5390(h)(1) and 5390(h)(5), and any regulations promulgated
thereunder.
    (d) In connection with customer accounts transferred to the bridge
broker or dealer pursuant to paragraph (b) of this section, claims for
net equity shall not be transferred but shall remain with the covered
broker or dealer. Customer property transferred from the covered broker
or dealer, along with advances from SIPC, shall be allocated to
customer accounts at the bridge broker or dealer in accordance with
Sec.  302.104(a)(3). Such allocations initially may be based upon
estimates, and such estimates may be based upon the books and records
of the covered broker or dealer or any other information deemed
relevant in the discretion of the Corporation, as receiver, in
consultation with SIPC, as trustee. Such estimates may be adjusted from
time to time as additional information becomes available. With respect
to each account transferred to the bridge broker or dealer pursuant to
paragraph (b) or (c) of this section, the bridge broker or dealer shall
undertake the obligations of a broker or dealer only with respect to
property transferred to and held by the bridge broker or dealer, and
allocated to the account as provided in Sec.  302.104(a)(3), including
any customer property and any advances from SIPC. The bridge broker or
dealer shall have no obligations with respect to any customer property
or other property that is not transferred from the covered broker or
dealer to the bridge broker or dealer. The transfer of customer
property to such an account shall have no effect on calculation of the
amount of the affected accountholder's net equity, but the value, as of
the appointment date, of the customer property and advances from SIPC
so transferred shall be deemed to satisfy any such claim, in whole or
in part.
    (e) The transfer of assets or liabilities held by a covered broker
or dealer, including customer accounts and all associated customer name
securities and customer property, assets and liabilities held by a
covered broker or dealer for any non-customer creditor, and assets and
liabilities associated with any trust or custody business, to a bridge
broker or dealer, shall be effective without any consent,
authorization, or approval of any person or entity, including but not
limited to, any customer, contract party, governmental authority, or
court.
    (f) Any succession to or assumption by a bridge broker or dealer of
rights, powers, authorities, or privileges of a covered broker or
dealer shall be effective without any consent, authorization, or
approval of any person or entity, including but not limited to, any
customer, contract party, governmental authority, or court, and any
such bridge broker or dealer shall upon its organization by the
Corporation immediately and by operation of law--
    (1) Be established and deemed registered with the Commission under
the Securities Exchange Act of 1934;
    (2) Be deemed to be a member of SIPC; and
    (3) Succeed to any and all registrations and memberships of the
covered broker or dealer with or in any self-regulatory organizations.
    (g) Except as provided in paragraph (f) of this section, the bridge
broker or dealer shall be subject to applicable Federal securities laws
and all requirements with respect to being a member of a self-
regulatory organization and shall operate in accordance with all such
laws and requirements and in accordance with its articles of
association; provided, however, that the Commission may, in its
discretion, exempt the bridge broker or dealer from any such
requirements if the Commission deems such exemption to be necessary or
appropriate in the public interest or for the protection of investors.
    (h) At the end of the term of existence of a bridge broker or
dealer, any proceeds that remain after payment of all administrative
expenses of such bridge broker or dealer and all other claims against
such bridge broker or dealer shall be distributed to the receiver for
the related covered broker or dealer.

Sec.  302.104  Claims of customers and other creditors of a covered
broker or dealer.

    (a) Trustee's role. (1) SIPC, as trustee for a covered broker or
dealer, shall determine customer status, claims for net equity, claims
for customer name securities, and whether property of the covered
broker or dealer qualifies as customer property. SIPC, as trustee for a
covered broker or dealer, shall make claims determinations in
accordance with SIPA and with paragraph (a)(3) of this section, but
such determinations, and any claims related thereto, shall be governed
by the procedures set forth in paragraph (b) of this section.
    (2) SIPC shall make advances in accordance with, and subject to the
limitations imposed by, 15 U.S.C. 78fff-3. Where appropriate, SIPC
shall make such advances by delivering cash or securities to the
customer accounts established at the bridge broker or dealer.
    (3) Customer property held by a covered broker or dealer shall be
allocated as follows:
    (i) First, to SIPC in repayment of advances made by SIPC pursuant
to 12 U.S.C. 5385(f) and 15 U.S.C. 78fff-3(c)(1), to the extent such
advances effected the release of securities which then were apportioned
to customer property pursuant to 15 U.S.C. 78fff(d);
    (ii) Second, to customers of such covered broker or dealer, or in
the case that customer accounts are transferred to a bridge broker or
dealer, then to such customer accounts at a bridge broker or dealer,
who shall share ratably in such customer property on the basis and to
the extent of their respective net equities;
    (iii) Third, to SIPC as subrogee for the claims of customers; and
    (iv) Fourth, to SIPC in repayment of advances made by SIPC pursuant
to 15 U.S.C. 78fff-3(c)(2).
    (4) The determinations and advances made by SIPC as trustee for a
covered broker or dealer under Sec. Sec.  302.100 through 302.107 shall
be made in a manner consistent with SIPC's customary practices under
SIPA. The allocation of customer property, advances from SIPC, and
delivery of customer name securities to each customer or to its
customer account at a bridge broker or dealer, in partial or complete
satisfaction of such customer's net equity claims as of the close of
business on the appointment date, shall be in a manner, including form
and timing, and in an amount at least as beneficial to such customer as
would have been the case had the covered broker or dealer been
liquidated under SIPA. Any claims related to determinations made by
SIPC as trustee for a covered broker or dealer shall be governed by the
procedures set forth in paragraph (b) of this section.
    (b) Receiver's role. Any claim shall be determined in accordance
with the procedures set forth in 12 U.S.C. 5390(a)(2)-(5) and the
regulations promulgated by the Corporation thereunder, provided
however, that--
    (1) Notice requirements. The notice of the appointment of the
Corporation as receiver for a covered broker or dealer shall also
include notice of the appointment of SIPC as trustee. The Corporation
as receiver shall coordinate with SIPC as trustee to post the notice on
SIPC's public website in addition to the publication procedures set
forth in 12 CFR 380.33.
    (2) Procedures for filing a claim. The Corporation as receiver
shall consult with SIPC, as trustee, regarding a claim form and filing
instructions with respect to claims against the Corporation as

receiver for a covered broker or dealer, and such information shall be
provided on SIPC's public website in addition to the Corporation's
public website. Any such claim form shall contain a provision
permitting a claimant to claim status as a customer of the broker or
dealer, if applicable.
    (3) Claims bar date. The Corporation as receiver shall establish a
claims bar date in accordance with 12 U.S.C. 5390(a)(2)(B)(i) and any
regulations promulgated thereunder by which date creditors of a covered
broker or dealer, including all customers of the covered broker or
dealer, shall present their claims, together with proof. The claims bar
date for a covered broker or dealer shall be the date following the
expiration of the six-month period beginning on the date a notice to
creditors to file their claims is first published in accordance with 12
U.S.C. 5390(a)(2)(B)(i) and any regulations promulgated thereunder. Any
claim filed after the claims bar date shall be disallowed, and such
disallowance shall be final, as provided by 12 U.S.C. 5390(a)(3)(C)(i)
and any regulations promulgated thereunder, except that a claim filed
after the claims bar date shall be considered by the receiver as
provided by 12 U.S.C. 5390(a)(3)(C)(ii) and any regulations promulgated
thereunder. In accordance with section 8(a)(3) of SIPA, 15 U.S.C.
78fff-2(a)(3), any claim for net equity filed more than sixty days
after the date the notice to creditors to file claims is first
published need not be paid or satisfied in whole or in part out of
customer property and, to the extent such claim is paid by funds
advanced by SIPC, it shall be satisfied in cash or securities, or both,
as SIPC, as trustee, determines is most economical to the receivership
estate.
    (c) Decision period. The Corporation as receiver of a covered
broker or dealer shall notify a claimant whether it allows or disallows
the claim, or any portion of a claim or any claim of a security,
preference, set-off, or priority, within the 180-day period set forth
in 12 U.S.C. 5390(a)(3)(A) and any regulations promulgated thereunder
(as such 180-day period may be extended by written agreement as
provided therein) or within the 90-day period set forth in 12 U.S.C.
5390(a)(5)(B) and any regulations promulgated thereunder, whichever is
applicable. In accordance with paragraph (a) of this section, the
Corporation, as receiver, shall issue the notice required by this
paragraph (c), which shall utilize the determination made by SIPC, as
trustee, in a manner consistent with SIPC's customary practices in a
liquidation under SIPA, with respect to any claim for net equity or
customer name securities. The process established herein for the
determination, within the 180-day period set forth in 12 U.S.C.
5390(a)(3)(A) and any regulations promulgated thereunder (as such 180-
day period may be extended by written agreement as provided therein),
of claims by customers of a covered broker or dealer for customer
property or customer name securities shall constitute the exclusive
process for the determination of such claims, and any procedure for
expedited relief established pursuant to 12 U.S.C. 5390(a)(5) and any
regulations promulgated thereunder shall be inapplicable to such
claims.
    (d) Judicial review. The claimant may seek a judicial determination
of any claim disallowed, in whole or in part, by the Corporation as
receiver, including any claim disallowed based upon any
determination(s) of SIPC as trustee made pursuant to Sec.  302.104(a),
by the appropriate district or territorial court of the United States
in accordance with 12 U.S.C. 5390(a)(4) or (5), whichever is
applicable, and any regulations promulgated thereunder.

Sec.  302.105  Priorities for unsecured claims against a covered broker
or dealer.

    Allowed claims not satisfied pursuant to Sec.  302.103(d),
including allowed claims for net equity to the extent not satisfied
after final allocation of customer property in accordance with Sec.
302.104(a)(3), shall be paid in accordance with the order of priority
set forth in 12 CFR 380.21 subject to the following adjustments:
    (a) Administrative expenses of SIPC incurred in performing its
responsibilities as trustee for a covered broker or dealer shall be
included as administrative expenses of the receiver as defined in 12
CFR 380.22 and shall be paid pro rata with such expenses in accordance
with 12 CFR 380.21(c).
    (b) Amounts paid by the Corporation to customers or SIPC shall be
included as amounts owed to the United States as defined in 12 CFR
380.23 and shall be paid pro rata with such amounts in accordance with
12 CFR 380.21(c).
    (c) Amounts advanced by SIPC for the purpose of satisfying customer
claims for net equity shall be paid following the payment of all
amounts owed to the United States pursuant to 12 CFR 380.21(a)(3) but
prior to the payment of any other class or priority of claims described
in 12 CFR 380.21(a)(4) through (11).

Sec.  302.106  Administrative expenses of SIPC.

    (a) In carrying out its responsibilities, SIPC, as trustee for a
covered broker or dealer, may utilize the services of third parties,
including private attorneys, accountants, consultants, advisors,
outside experts, and other third party professionals. SIPC shall have
an allowed claim for administrative expenses for any amounts paid by
SIPC for such services to the extent that such services are available
in the private sector, and utilization of such services is practicable,
efficient, and cost effective. The term administrative expenses of SIPC
includes the costs and expenses of such attorneys, accountants,
consultants, advisors, outside experts, and other third party
professionals, and other expenses that would be allowable to a third
party trustee under 15 U.S.C. 78eee(b)(5)(A), including the costs and
expenses of SIPC employees that would be allowable pursuant to 15
U.S.C. 78fff(e).
    (b) The term administrative expenses of SIPC shall not include
advances from SIPC to satisfy customer claims for net equity.

Sec.  302.107  Qualified Financial Contracts.

    The rights and obligations of any party to a qualified financial
contract to which a covered broker or dealer is a party shall be
governed exclusively by 12 U.S.C. 5390, including the limitations and
restrictions contained in 12 U.S.C. 5390(c)(10)(B), and any regulations
promulgated thereunder.

Federal Deposit Insurance Corporation.

    By order of the Board of Directors.

    Dated at Washington, DC, on July 24, 2020.
James P. Sheesley,
Acting Assistant Executive Secretary.
    Dated this 24th day of July, 2020.

    By the Securities and Exchange Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-16468 Filed 8-28-20; 8:45 am]
BILLING CODE 6714-01-P; 8011-01-P


[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79327-79328]
[FR Doc No: 2015-31962]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #1

    Take notice that the Commission received the following electric
corporate filings:

    Docket Numbers: EC16-40-000
    Applicants: Marina Energy, LLC.
    Description: Supplement to November 25, 2015 Application for
Authorization Under Section 203 of the Federal Power Act of Marina
Energy, LLC.
    Filed Date: 12/11/15.
    Accession Number: 20151211-5163.
    Comments Due: 5 p.m. ET 12/4/16.

    Docket Numbers: EC16-51-000.
    Applicants: Roosevelt Wind Project, LLC, Milo Wind Project, LLC,
RPG Finale Investco, LLC.
    Description: Application for Authorization for Disposition of

Jurisdictional Facilities, Requests for Confidential Treatment,
Expedited Action and Certain Waivers of Roosevelt Wind Project, LLC,
Milo Wind Project, LLC and RPG Finale Investco, LLC.
    Filed Date: 12/11/15.
    Accession Number: 20151211-5237.
    Comments Due: 5 p.m. ET 1/4/16.

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER16-72-000.
    Applicants: San Gorgonio Westwinds II--Windustries, LLC.
    Description: Second Supplement to October 14, 2015 San Gorgonio
Westwinds II--Windustries, LLC tariff filing.
    Filed Date: 12/9/15.
    Accession Number: 20151209-5078.
    Comments Due: 5 p.m. ET 12/30/15.

    Docket Numbers: ER16-182-000.
    Applicants: Cameron Ridge II, LLC.
    Description: Supplement to October 30, 2015 Cameron Ridge II, LLC
tariff filing.
    Filed Date: 12/11/15.
    Accession Number: 20151211-5165.
    Comments Due: 5 p.m. ET 1/4/16.

    Docket Numbers: ER16-328-001.
    Applicants: Cogentrix Virginia Financing Holding Company, LLC.
    Description: Tariff Amendment: Supplement to MBR Application to be
effective 1/12/2016.
    Filed Date: 12/14/15.
    Accession Number: 20151214-5078.
    Comments Due: 5 p.m. ET 1/4/16.

    Docket Numbers: ER16-371-000.
    Applicants: BioUrja Power, LLC.
    Description: Clarification to November 20, 2015 BioUrja Power, LLC
tariff filing.
    Filed Date: 12/11/15.
    Accession Number: 20151211-5270.
    Comments Due: 5 p.m. ET 1/4/16.

    Docket Numbers: ER16-454-000.
    Applicants: Seward Generation, LLC.
    Description: Amendment to December 3, 2015 Seward Generation, LLC
tariff filing.
    Filed Date: 12/11/15.
    Accession Number: 20151211-5059.
    Comments Due: 5 p.m. ET 1/4/16.

    Docket Numbers: ER16-512-000.
    Applicants: Public Service Company of Colorado.
    Description: Compliance filing: 2015-12-14_Att O-SPS Global Stlmnt
Filing to be effective 10/20/2014.
    Filed Date: 12/14/15.
    Accession Number: 20151214-5103.
    Comments Due: 5 p.m. ET 1/4/16.

    Docket Numbers: ER16-513-000.
    Applicants: Gulf Oil Limited Partnership.
    Description: Tariff Cancellation: notice of cancellation to be
effective 12/15/2015.
    Filed Date: 12/14/15.
    Accession Number: 20151214-5118.
    Comments Due: 5 p.m. ET 1/4/16.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: December 14, 2015.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2015-31962 Filed 12-18-15; 8:45 am]
BILLING CODE 6717-01-P