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Modernizing the Commission's Regulatory Structure for Transfer Agents

Commissioner Luis A. Aguilar

U.S. Securities and Exchange Commission*

Dec. 22, 2015

Today, the Commission published a release that discusses the need to update and, where appropriate, enhance the Commission’s outdated regulatory regime for transfer agents. I commend Chair White, Commissioners Stein and Piwowar, and the staff for addressing this critical issue. The need to update these rules has been a concern of mine for some time,[1] and this concern is shared not only by the securities industry,[2] but by my fellow Commissioners as well.

In fact, with Chair White’s support, in June 2015 former Commissioner Gallagher and I provided Chair White and the staff with a number of proposed updates and improvements to the Commission’s transfer agent rules. Subsequently, we issued a joint release underscoring how the Commission’s transfer agent rules are out of step with the activities of today’s transfer agents, and we urged the Commission to take prompt action to remedy the situation.[3] In addition, shortly thereafter, Commissioners Stein and Piwowar issued a joint supporting statement.[4]

I encourage commenters to review the release closely and to provide thoughtful and informed views on the issues it discusses. I also urge the Commission, once it has had an opportunity to review these comments, to move as quickly as possible toward proposing a set of carefully considered rules and amendments. Modernizing the rules that govern transfer agents will not only better protect investors, it will also promote the safe, efficient, prompt, and accurate settlement of securities transactions. These are goals on which everyone can agree.

* The views I express are my own, and do not necessarily reflect the views of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”), my fellow Commissioners, or members of the staff.

[1] Commissioner Luis A. Aguilar, The Importance to the Capital Markets of Updating the Rules Regarding Transfer Agents (Dec. 17, 2014), available at

[2] Paul Capozzi, Updating the SEC Transfer Agent Rules, The STA Newsletter (Apr. 2015) (noting that “technological advances and changes to business practices and market structures have created a significant gap between the transfer agent rules and actual transfer agent activities,” and that “the industry would welcome SEC guidance and/or rulemaking related to restricted stock.”), available at; Comment Letter from Edward L. Pittman on behalf of the Securities Transfer Association, Inc. (July 15, 2008) (noting that “Commission staff has spoken for almost five years about proposals that exist in draft form which would seek to modernize transfer agent regulation,” and noting that such proposals “are necessary to address the evolution of the securities markets and transfer agents.”), available at Indeed, the industry has even resorted to a degree of self-help in an effort to address the inadequacies of the Commission’s regulation of transfer agents. Specifically, the Depository Trust Company (DTC), a self-regulatory organization, has sought Commission approval over the years for a number of changes to its internal rules that govern how transfer agents interact with DTC. See, e.g., Securities Exchange Act Release Nos. 13342 (Mar. 8, 1977) (SR-DTC-76-3); 14997 (July 26, 1978) (SR-DTC-78-11); 21401 (Oct. 16,1984) (SR DTC-84-8); 31941 (Mar. 3, 1993) (SR-DTC-92-15); 46956 (Dec. 6, 2002) (SR-DTC 2002-15); and 60196 (June 30, 2009) (SR-DTC-2006-16).

[3] Commissioner Luis A. Aguilar and Commissioner Daniel M. Gallagher, Statement Regarding the Need to Modernize the Commission’s Transfer Agent Rules (June 11, 2015), available at

[4] See Commissioner Michael S. Piwowar and Commissioner Kara M. Stein, Statement of Support for the Need to Modernize the Commission’s Transfer Agent Rules (June 11, 2015), available at

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