Last Thursday, the SEC ruled In the Matter of the Application of International Power Group, Ltd. for review of action taken by Depository Trust Company or DTC. When the SEC started a case alleging, among other things, sales of unregistered securities by IPG (but neither IPG nor its officers or directors were named), the DTC suspended its electronic trading capability. Two years later the SEC has now ruled.
Essentially, the SEC ruled that IPG is a “person” entitled to a fair and orderly procedure, including a hearing and the opportunity to appeal the matter to the SEC, with respect to the suspension. DTC tried to argue that IPG, since it is not a broker-dealer “participant,” was not a “person.” They also ruled that DTC “did not provide IPG with adequate fair procedure in connection with the suspension.”
More importantly, the Commission also directed DTC to “adopt procedures that accord with the fairness requirements of [the Securities Exchange Act] , which may be applied uniformly in any future such issuer cases.”
This ruling is good news for issuers facing a so-called DTC “chill.” It is now clear they have standing to insist on a proper and fair hearing, and the chance to appeal to the SEC if they are not satisfied.