Self-Regulatory Organizations; The Depository Trust Company; Suspension of and Order Instituting Proceedings To Determine Whether To Approve or Disapprove the Proposed Rule Change To Amend the DTC Operational Arrangements (Necessary for Securities To Become and Remain Eligible for DTC Services)
Published Date: 7/14/2026
Notice
Summary
The Depository Trust Company (DTC) wants to update how agents handle special offers for securities, combining two roles into one and simplifying the paperwork. The SEC is pausing this change to review it carefully before giving the green light. This affects financial firms using DTC services and could speed up processing without extra costs or delays if approved.
Analyzed Economic Effects
7 provisions identified: 1 benefits, 5 costs, 1 mixed.
Combine ATOP and ASOP Agent Roles
DTC proposes to replace separate ATOP and ASOP agent roles with a single combined “ATOP/ASOP Agent,” and to use one consolidated master agreement and procedures for both programs. If approved, this change is intended to simplify documentation and could speed processing of corporate action offers processed through ATOP and ASOP.
New Master Agreement Adds Agent Obligations
The proposed consolidated Master Agreement would add new representations, warranties, and obligations that STA says could bind Issuers and shift legal and financial risk to Agents. STA commented that these new obligations could create legal and financial exposure for transfer agents and similar service providers.
30-Minute Withdrawal Verification Requirement
The proposed OA requires Agents to verify the validity of and accept or reject a withdrawal of acceptance within 30 minutes after DTC's cutoff time. STA commented that this 30-minute requirement may be burdensome or impractical for Agents who cannot transmit messages to DTC after the cutoff time.
Risk of Unequal Treatment of Investors
STA commented that substituting submission to DTC for submission to the Agent could give Participants an advantage over registered owners who must submit directly, which could result in unequal treatment of investors. That concern was cited by the Commission as a reason to review the proposal.
SEC Suspends Proposed Rule Change
On July 9, 2026, the SEC temporarily suspended File No. SR-DTC-2026-007 and instituted proceedings to decide whether to approve or disapprove the proposed changes, citing investor protection and the need to assess consistency with the Act. The SEC invited written comments by August 4, 2026 and rebuttals by August 18, 2026.
Unclear Rules on Non‑Standard Offers
STA raised that the proposed amendment lacks clarity on which Offers would be treated as “non-standard” and thus trigger extra requirements under the OA. STA said this ambiguity could create additional burden and uncertainty for Agents processing Offers.
Required Rate and Entitlement Information Unclear
The proposed OA would require Agents to provide certain rate and entitlement information to DTC, and STA commented that the language is unclear and gives DTC broad discretion over what information to accept. STA said this could impose burdens and create operational uncertainty for Agents.
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