DTCC
DTCC
DTCC
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Type
Private
Industry
Finance
Genre
Holding company
Founded
Headquarters
55 Water Street
New York City, U.S.
Number of
10
locations
Key people
Services
FINANCIAL
Revenue
US$960,249,000 (2009)
Net income
Total assets
US$3,573,790,000[1]
Total equity
US $501,326,000
Owners
banks, BROKERS
Subsidiaries
NSCC
DTC
FICC
DTCC Deriv/SERV LLC
DTCC Solutions LLC
EuroCCP Ltd.
DTCC Loan/SERV LLC
Avox
Warehouse Trust Company LLC
DTCC Derivatives Repository Ltd.
Website
www.dtcc.com
1 History
o
1.1 Legislation
3 Subsidiaries
4 Competition
5 References
6 External links
History[edit]
Established in 1973, The Depository Trust Company (DTC) was created to alleviate the rising
volumes of paperwork and the lack of security that developed after rapid growth in the volume of
transactions in the U.S. securities industry in the late 1960s.
Before DTC and NSCC were formed, brokers physically exchanged certificates, employing hundreds
of messengers to carry certificates and checks. The mechanisms BROKERS used to transfer
securities and keep records relied heavily on pen and paper. The exchange of physical stock
certificates was difficult, inefficient, and increasingly expensive.
In the late 1960s, with an unprecedented surge in TRADING leading to volumes of nearly 15
million shares a day on the NYSE in April 1968 (as opposed to 5 million a day just three years
earlier, which at the time had been considered overwhelming), the paperwork burden became
enormous.[3][4] Stock certificates were left for weeks piled haphazardly on any level surface, including
filing cabinets and tables. Stocks were mailed to wrong addresses, or not mailed at all. Overtime and
night work became mandatory. Turnover was 60% a year.[5]
To deal with this large volume, which was overwhelming brokerage firms, the stock exchanges were
forced to close every week (they chose every Wednesday), and trading hours were shortened on
other days of the week.
Two methods were used to solve the crisis:
The first was to hold all paper stock certificates in one centralized location, and automate the
process by keeping electronic records of all certificates and securities clearing and settlement
(changes of ownership and other securities transactions). The method was first used in Austria by
the Vienna Giro and Depository Association in 1872.[6]
One problem was state laws requiring BROKERS to deliver certificates to investors. Eventually all
the states were convinced that this notion was obsolete and changed their laws. For the most part,
investors can still request their certificates, but this has several inconveniences, and most people do
not, except for novelty value.
This led the New York Stock Exchange to establish the Central Certificate Service (CCS) in 1968 [7] at
44 Broad Street in New York City.[5] Anthony P. Reres was appointed the head of CCS. New York
Stock Exchange President Robert W. Haack promised: "We are going to automate the stock
certificate out of business by substituting a punch card. We just can't keep up with the flood of
business unless we do."[8] The CCS transferred securities electronically, eliminating their physical
handling for settlement purposes, and kept track of the total number of shares held by NYSE
members.[9] This relieved brokerage firms of the work of inspecting, counting, and storing certificates.
Haack labeled it "top priority," $5 million was spent on it, [10] and its goal was to eliminate up to 75% of
the physical handling of stock certificates traded between BROKERS .[8] One problem, however,
was that it was voluntary, and brokers responsible for 2/3 of all TRADES refused to use it.[4]
By January 1969, it was transferring 10,000 shares per day, and plans were for it to be handling
broker-to-broker transactions in 1,300 issues by March 1969. [11] In 1970 the CCS service was
extended to the American Stock Exchange.[12] This led to the development of the Banking and
Securities Industry Committee (BASIC), which represented leading U.S. banks and securities
exchanges,[6] and was headed by a banker named Herman Beavis, and finally the development of
DTC in 1973,[13] which was headed by Bill Dentzer, the former New York State Banking
Superintendent.[14] All the top New York banks were represented on the board, usually by their
chairman. BASIC and the SEC saw this indirect holding system as a "temporary measure," on the
way to a "certificateless society."[6]
The second method involves multilateral netting; and led to the formation of the National Securities
Clearing Corporation (NSCC) in 1976.
In 2010, Robert Druskin was named Executive Chairman of the company, and in July 2012 Michael
Bodson was named President and Chief Executive Officer.
In 2008, The Clearing Corporation and The Depository Trust & Clearing Corporation announced
CCorp members will benefit from CCorp's netting and risk management processes, and will leverage
the asset servicing capabilities of DTCC's Trade Information Warehouse for credit default
swaps (CDS).[15][16][17][18]
On Thursday 1 July 2010, it was announced that DTCC had acquired all of the shares of Avox
Limited, based in Wrexham, North Wales. Deutsche Brse had previously held over 76% of the
shares.
Depository Trust & Clearing Corporation entered into a joint venture with the New York Stock
Exchange (NYSE) known as New York Portfolio Clearing, that would allow "investors to combine
cash and derivative positions in one clearinghouse to lower margin costs." [19]
Legislation[edit]
The DTCC supported the Customer Protection and End User Relief Act (H.R. 4413; 113th
Congress), arguing that it would "help ensure that regulators and the public continue to have access
to a consolidated and accurate view of the global marketplace, including concentrations of risk and
market exposure."[20]
DTCC has said that the SEC has supported its position in legal proceedings. [23][24][25] DTCC General
Counsel Larry Thompson calls the claims that DTCC is responsible for naked short selling "pure
invention."[25]
[22]
In July 2007, Senator Bob Bennett, Republican of Utah, suggested on the U.S. Senate floor that the
allegations involving DTCC and naked short selling are "serious enough" to warrant a hearing. [26] The
committee's Chairman, Senator Christopher Dodd, indicated he was willing to hold such a hearing.
[26]
To date, no such hearing was ever held, and no further action on naked short selling is
anticipated. The North American Securities Administrators Association, representing state stock
regulators, filed a brief in a 2009 suit against DTCC, arguing against federal preemption as a
defense to the suit. NASAA said that "if the Investors claims are taken as true, as they must be on
a motion to dismiss, then the entrepreneurs and investors before the Court have been the victims of
fraud and manipulation at the hands of the very entities that should be serving their interests by
maintaining a fair and efficient national market.".[27] This suit was later dismissed by the courts.
Critics also contend that DTCC and the SEC have been too secretive with information about where
naked shorting is taking place.[22] DTCC says it has supported releasing more information to the
public.[23]
In recent years this controversy has died down, as the impact of changes to SEC rule 203 under
Regulation SHO adopted in 2008 dramatically curtailed long-term short positions and complaints
about "naked short" positions declined.
Subsidiaries[edit]
DTCC has several subsidiaries:
Established in 1973, it was created to reduce costs and provide efficiencies by immobilizing
securities and making "book-entry" changes to show ownership of the securities. DTC moves
securities for NSCC's net settlements, and settlement for institutional trades (which typically involve
money and securities transfers between custodian banks and broker-dealers), as well as money
market instruments. In 2007, DTC settled transactions worth $513 trillion, and processed 325 million
book-entry deliveries. In addition to settlement services, DTC retains custody of 3.5 million securities
issues, worth about $40 trillion, including securities issued in the US and more than 110 other
countries. DTC is a member of the U.S. Federal Reserve System, and a registered clearing agency
with the Securities and Exchange Commission.
Most large U.S. broker-dealers and banks are full DTC participants, meaning that they deposit and
hold securities at DTC. DTC appears in an issuers stock records as the sole registered owner of
securities deposited at DTC. DTC holds the deposited securities in fungible bulk, meaning that
there are no specifically identifiable shares directly owned by DTC participants. Rather, each
participant owns a pro rata interest in the aggregate number of shares of a particular issuer held at
DTC. Correspondingly, each customer of a DTC participant, such as an individual investor, owns a
pro rata interest in the shares in which the DTC participant has an interest.
Because the securities held by DTC are for the benefit of its participants and their customers (i.e.,
investors holding their securities at a broker-dealer), frequently the issuer and its transfer agent must
interact with DTC in order to facilitate the distribution of dividend payments to investors, to facilitate
corporate actions (i.e., mergers, splits, etc.), to effect the transfer of securities, and to accurately
record the number of shares actually owned by DTC at all times.
DTC Operation Stocks held by DTC are kept in the name of its partnership nominee, Cede & Co.
[6]
Not all securities are eligible to be settled through DTC ("DTC eligible").
What DTC eligibility? This means that a company's stock is eligible for deposit with DTC aka "Cede
& Co" aka the Street. Your company's security holders will be able to deposit their particular shares
with a brokerage firm. Clearing firms, as full participants with DTC, handle the DTC eligibility
submissions to DTC. Transfer agents were responsible for eligibility coordination years ago. Now, in
order to make a new issue of securities eligible for DTCs delivery services, a completed and signed
eligibility questionnaire must be submitted to DTCs Underwriting Department, Eligibility. Parties that
may submit the questionnaire include one of the following: Lead Manager/Underwriter, Issuers
financial advisor or the DTC Participant clearing the transaction for its correspondent. The Lead
Manager/ Underwriter must ensure that DTCs Underwriting Department receives the issues offering
document (e.g., prospectus, offering memorandum, official statement) and the CUSIP numbers
assigned to the issue within the time frames outlined in DTCs Operational Arrangements. [30]
What is FAST processing? FAST processing is functionality that can be turned on for issuers whom
are fully DTC eligible. Participation in FAST (Fast Automated Securities Transfer) allows issuers,
security holders and brokerage / clearing firms to move stock electronically between one another.
Transfer agents, as limited participants, file for FAST participation. DTC approves each issuer on a
merit review basis into this system.
What are chills and freezes and why does DTC impose them? Occasionally a problem may arise
with a company or its securities on deposit at DTC. In some of those cases DTC may impose a
chill or a freeze on all the companys securities. A chill is a restriction placed by DTC on one or
more of DTCs services, such as limiting a DTC participants ability to make a deposit or withdrawal
of the security at DTC. A chill may remain imposed on a security for just a few days or for an
extended period of time depending upon the reasons for the chill and whether the issuer or transfer
agent corrects the problem. A freeze is a discontinuation of all services at DTC. Freezes may last a
few days or an extended period of time, depending on the reason for the freeze. If the reasons for
the freeze cannot be rectified, then the security will generally be removed from DTC, and securities
transactions in that security will no longer be eligible to be cleared at any registered clearing agency.
Chills and freezes are monitored by DTC's Office of Regulatory Compliance (ORC) Unit.
DTC imposes chills and freezes on securities for various reasons. For example, DTC may impose a
chill on a security because the issuer no longer has a transfer agent to facilitate the transfer of the
security or the transfer agent is not complying with DTC rules in its interactions with DTC in
transferring the security. Often this type of situation is resolved within a short period of time.
Chills and freezes can be imposed on securities for more complicated reasons, such as when DTC
determines that there may be a legal, regulatory, or operational problem with the issuance of the
security, or the trading or clearing of transactions involving the security. For example, DTC may chill
or freeze a security when DTC becomes aware or is informed by the issuer, transfer agent, federal
or state regulators, or federal or state law enforcement officials that an issuance of some or all of the
issuers securities or transfer in those securities is in violation of state or federal law. If DTC suspects
that all or a portion of its holdings of a security may not be freely transferable as is required for DTC
services, it may decide to chill one or more of its services or place a freeze on all services for the
security. When there is a corporate action, DTC will temporarily chill the security for book-entry
activities. In other instances, a corporate action can cause a more permanent chill. This may force
the issuer to reapply for eligibility altogether.
When DTC chills or freezes a security, it will issue a Participant Notice to its participants. These
notices are publicly available on DTCs website.[31] When securities are frozen, DTC also provides
optional automated notifications to its participants. These processes provide participants the ability
to update their systems to automatically block future trading of affected securities, in addition to
alerting participant compliance departments. DTC has information regarding these processes on its
website.
FICC was created in 2003 to handle fixed income transaction processing, integrating the
Government Securities Clearing Corporation and the Mortgage-Backed Securities Clearing
Corporation. The Government Securities Division (GSD) provides Real-Time Trade
Matching (RTTM), clearing, risk management, and netting for trades in USGovernment debt issues,
including repurchase agreements or repos. Securities transactions processed by FICC's
Government Securities Division include Treasury bills, bonds, notes, zero-coupon securities,
government agency securities, and inflation-indexed securities. The Mortgage-Backed Securities
Division provides real-time automated and trade matching, trade confirmation, risk management,
netting, and electronic pool notification to the mortgage-backed securities market. Participants in this
market include mortgage originators, government-sponsored enterprises, registered brokerdealers, institutional investors, investment managers, mutual funds, commercial banks, insurance
companies, and other financial institutions.
EuroCCP began operations in August 2008, initially clearing for the pan-European trading
platform Turquoise. EuroCCP has subsequently secured appointments from additional trading
platforms and now provides central counterparty services for equity trades to Turquoise, SmartPool,
NYSE Arca Europe and Pipeline Financial Group Limited. EuroCCP clears trades in more than 6,000
equities issues for these trading venues. In October 2009 EuroCCP began clearing and settling
trades made on the Turquoise platform in 120 of the most heavily-traded listed Depositary Receipts.
Citi Global Transaction Services acts as settlement agent for trades cleared by EuroCCP. EuroCCP
now provides clearing services in 15 major national markets in Europe: Austria, Belgium, France,
Denmark, Germany, Ireland, Italy, Finland, Netherlands, Norway, Portugal, United Kingdom,
Switzerland, Sweden and Spain. Trades are handled in seven different currencies: the Euro, British
Pound, U.S. Dollar, Swiss Franc, Danish Krone, Swedish Krona, and Norwegian Krone. [38][39]
Omgeo was formed in 2001 as a joint venture between DTCC and Thomson Reuters combining
various trade services previously provided by each of these organizations. [41][42][43] In November 2013
DTCC bought back Thomson Reuters' interest in the firm, so it is now wholly owned by DTCC.
Competition[edit]
Euroclear (in Brussels, Belgium) and Clearstream (in Luxembourg) are the second and third
largest central securities depositories in the world.
References[edit]
1.
Jump
up^ http://www.dtcc.com/downloads/annuals/2012/DTC_annual_2012.
pdf
2.
3.
4.
5.
6.
7.
Jump up^ Time magazine, Wall Street: Attack on the Snarl, May 24,
1968 Accessed 20 Oct 2009
8.
9.
Jump up^ "NYSE, New York Stock Exchange > About Us > History >
Timeline > Timeline 1930 "Black Box" Ticker". Nyse.com. 1968-12-20.
Retrieved 2012-10-31.
22. ^ Jump up to:a b c d e Emshwiller, John R., and Kara Scannell (July 5,
2007). "Blame the 'Stock Vault'?". The Wall Street Journal.
23. ^ Jump up to:a b c "DTCC Responds to The Wall Street Journal article,
"Blame the 'Stock Vault?'"". Depository Trust & Clearing Corp. 200707-06. Retrieved 2009-09-09.
24. Jump up^ Drummond, Bob (August 4, 2006). "Naked Short Sellers
Hurt Companies With Stock They Don't Have". Bloomberg.com.
Retrieved 2007-12-25.
25. ^ Jump up to:a b "DTCC Chief Spokesperson Denies Existence of
Lawsuit". financialwire.net. May 11, 2004. Retrieved 2007-12-25.
26. ^ Jump up to:a b "Senator Bennett Discusses Naked Short Selling on
the Senate Floor". Bennett.senate.gov. July 20, 2007. Retrieved 200802-22.
27. Jump up^ "Amicus brief" (PDF). Nasaa.org. North American
Securities Administrators Assn. 2007-03-19. Retrieved 2009-09-09.
28. Jump up^ "DTCC " The Depository Trust Company (DTC)". Dtcc.com.
Retrieved 2012-10-31.
29. Jump up^ "CPSS Publications - The Depository Trust Company Response to the disclosure framework for securities settlement
Systems" (PDF). Retrieved 2012-10-31.
30. Jump up^ "Information for Securities to be made "DTC-Eligible"".
Dtcc.com. Retrieved2012-10-31.
31. Jump up^ "DTCC " Important Notices issued by DTCC subsidiaries".
Dtcc.com. Retrieved2012-10-31.
32. Jump up^ "DTCC " National Securities Clearing Corporation
(NSCC)". Dtcc.com. Retrieved2012-10-31.
33. Jump up^ "DTCC " Fixed Income Clearing Corporation (FICC)".
Dtcc.com. Retrieved 2012-10-31.
34. Jump up^ "DTCC " Welcome to Fixed Income Clearance &
Settlement". Ficc.com. Retrieved2012-10-31.
35. Jump up^ "DTCC " DTCC Solutions LLC". Dtcc.com. Retrieved 201210-31.
36. Jump up^ [7]
37. Jump up^ [8]
38. Jump up^ "DTCC " About DTCC - European Central Counterparty
Ltd. (EuroCCP)". Dtcc.com. 2012-01-06. Retrieved 2012-10-31.
External links[edit]
Dtcc.com
Dtcc.com
DTCC History
FINRA statistics
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