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However, in circumstances where the Commission has developed experience and information as to known problems, the Commission should be willing to move forward to address those issues through the normal rulemaking process.

The Commission has been studying the transfer agent issues for some time.

For example, it would seem to be a conflict where the same persons own and control a transfer agent and a brokerage firm in the same office, and are also officers and directors in a public microcap company that is loaned money by the transfer agent in exchange for common stock. Generally speaking, conflicts of interest are inherently problematic because, left unchecked, they can unduly affect people’s good judgment and lead them to place their personal interests ahead of their clients’ and customers’ interests.[19] The Commission should work to ensure that appropriate rules are in place to eliminate or mitigate potential conflicts of interest in the transfer agent area, wherever, and however, they may arise.

Yet there are no conflict of interest prohibitions for transfer agents. Ultimately, any conflict of interest rules should ensure that transfer agents perform their services impartially and objectively, without any improper motivation that could corrupt their ability to exercise unbiased professional judgment. Should the requirements be higher for custody-carrying paying agents?

In determining what steps may be necessary, we should be guided by the need for investor protection and market efficiency.

8) Transfer agents have no cybersecurity rules, and no disaster and business continuity requirements. What would happen if a hacking or natural disaster struck these firms?

It is past time that the Commission takes a close look at this gap and modernizes the rules regulating transfer agents.[7] 3) The SEC has increasingly focused on the role that transfer agents could play, intentionally or not, in aiding and abetting microcap fraud by removing restrictive legends on stocks.

What kinds of reforms do you think are warranted in this area?

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After all, they keep track of the ownership of corporate securities.[12] As I mentioned earlier, transfer agents have a key role in removing restrictions (or legends) that would otherwise restrict the transfer or sale of securities.

In fact, various JOBS Act provisions may result in an exponential increase in the number of companies whose shares are traded in the secondary market without the benefits of registration, making the transfer agents’ “gatekeeper” function even more critical.[13] 5) There appears to be momentum toward early-stage rulemaking for transfer agents as the Commission staff is considering recommending that the Commission propose a concept release.[14] But concept releases often take years to develop into rules.

What would you like to see happen in the way of rulemaking?

Providing transfer agents with guidance to help them identify fraudulent distributions of unregistered securities will greatly advance the Commission’s goal of protecting investors.

In addition, transfer agents’ role as gatekeepers in our capital markets provides them with an early opportunity to identify and report possible fraudulent offerings.[18] 6) Transfer agents, at times, arguably could have major conflicts of interests.




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