SEC Press pdf 275 KB 5,811 chars

Reducing time between the execution of a securities transaction and its settlement reduces risk,

Caption
Securities and Exchange Commission v. Firm Commitment Offerings
summary

The U.S. SEC did not uncover or charge any fraud; instead, it issued a fact sheet implementing new rules to shorten securities settlement from T+2 to T+1 by May 28, 2024, to reduce systemic risk and enhance market efficiency following volatility events in 2020 and 2021.

paragraph

The U.S. Securities and Exchange Commission (SEC) adopted rule amendments to shorten the standard settlement cycle for most securities transactions from T+2 to T+1, effective May 28, 2024, under amended Rule 15c6-1 and new Rule 15c6-2. These rules require broker-dealers, investment advisers, and central matching service providers (CMSPs) to complete trade affirmations, confirmations, and allocations by the end of trade date and maintain written policies and recordkeeping to ensure compliance. No fraud, misconduct, or financial penalties are involved—this is a regulatory upgrade aimed at improving market resilience, investor protection, and operational efficiency after the market disruptions of March 2020 and January 2021.

narrative

The U.S. Securities and Exchange Commission (SEC) issued a fact sheet outlining new regulatory requirements to shorten the securities settlement cycle from T+2 to T+1, with full compliance mandated by May 28, 2024. These changes, implemented through amendments to Rule 15c6-1 and the introduction of Rule 15c6-2, require broker-dealers to settle most trades by the next business day and complete trade affirmations, confirmations, and allocations no later than the end of the trade date. Investment advisers must retain time-stamped records of all confirmations and affirmations, while central matching service providers (CMSPs) must establish straight-through processing policies and submit annual reports to the SEC. The SEC’s goal is to reduce systemic risk and enhance market efficiency following periods of heightened volatility in March 2020 during the COVID-19 pandemic and in January 2021 due to surging retail trading in certain stocks. The rules do not allege any fraud, misconduct, or financial penalties; they are purely procedural and infrastructure-focused upgrades. Broker-dealers must document their technology systems, set target time frames for trade processing, and monitor compliance rates. The SEC emphasizes that these measures are proactive, designed to strengthen the resilience of the U.S. securities market against future disruptions.

Enriched metadata

Scheme
non-corporate (100%)
Classified non-corporate(confidence 100%). No EDGAR filing fingerprint (criminal/DOJ-side scheme). detection rule →
Parties
firm commitment offerings
Keywords
trade datesecuritiessettlementdatetradetimestraight-through processingpolicies procedurestransactionstandard settlementsettlement cycleallocation confirmationconfirmation affirmationfacilitate straight-throughprocessing

Extracted insights

Entities 1
  • person firm commitment offerings
Triples 9
  • U.S. Securities And Exchange Commission shortened standard settlement cycle for most securities transactions from T+3 to T+2
  • Commission adopted rule amendments and new rules
  • Rule 15c6-1(a) requires broker-dealers to effect or enter into contracts for the purchase or sale of a security
  • Broker-Dealers must not effect or enter into contracts for firm commitment offerings priced after 4:30 p.m. Eastern Time that provide for payment of funds and delivery of securities later than T+2
  • Rule 15c6-2(a) requires completion of the allocation, confirmation, or affirmation process
  • Commission shortened standard settlement cycle for most securities transactions from T+2 to T+1
  • Firm Commitment Offerings priced after 4:30 p.m. settlement cycle shortened from T+4 to T+2
  • Broker-Dealers must enter into written agreements with relevant parties to ensure completion of allocations, confirmations, and affirmations
  • U.S. Securities And Exchange Commission improved processing of institutional trades
Text layers
Extracted body text (5,811c)
FACT SHEET
Reducing Risk in
Clearance and
Settlement
U.S. SECURITIES AND EXCHANGE COMMISSION

Why This Matters
Reducing time between the execution of a securities transaction and its settlement reduces risk,
promotes  investor  protection,  and  increases  operational  and  capital  efficiency.  Two recent
episodes of increased market volatility – in March 2020 following the outbreak of the COVID-19
pandemic  and  in  January  2021  following  heightened  interest  in  certain  stocks  –  highlighted
potential  vulnerabilities  in  the  U.S.  securities  market  that  shortening  the  standard  settlement
cycle and improving institutional trade processing can mitigate. The Commission shortened the
standard settlement cycle for most securities transactions from T+3 to T+2 in 2017.

What’s Required
The final rules establish the following requirements for broker-dealers:
• Pursuant to amended Rule 15c6-1(a), do not effect or enter into contracts for the purchase
or sale of a security (other than exempted securities) that provide for payment of funds and
delivery  of  securities  later  than  T+1,  unless  the  parties  expressly agree  to  a  different
settlement date at the time of the transaction.
• Pursuant  to  amended  Rule  15c6-1(c), do  not  effect  or  enter  into  contracts  for  firm
commitment offerings priced after 4:30 p.m. Eastern Time that provide for payment of funds
and  delivery  of  securities  later  than  T+2,  unless  the  parties expressly agree  to  a  different
settlement date at the time of the transaction.
• Pursuant to new Rule 15c6-2(a), for transactions that require completion of the allocation,
confirmation, or affirmation process, either:
o    Enter into written agreements with the relevant parties (such as investment managers
and bank custodians, as agents of a broker-dealer’s customer) to ensure completion

The Commission adopted rule amendments and new rules to:
●    Shorten the standard settlement cycle for most securities transactions from two business
days after trade date (T+2) to one (T+1);
●    Shorten  the  separate  standard  settlement  cycle  for  firm  commitment  offerings  priced
after 4:30 p.m. from four business days after trade date (T+4) to T+2;
●    Improve  the  processing  of  institutional  trades  through  new  requirements  for  broker-
dealers and registered investment advisers related to same-day affirmations; and
●    Facilitate straight-through processing through new requirements applicable to clearing
agencies that are central matching service providers (CMSPs).

FACT SHEET | Reducing Risk in Clearance and Settlement

U.S. SECURITIES AND EXCHANGE COMMISSION  Page 2 of 2
of allocations, confirmations,   and affirmations as soon as technologically practicable
and no later than the end of the day on trade date; or
o    Establish,   maintain,   and   enforce   written   policies   and   procedures   reasonably
designed to ensure completion of allocations, confirmations, and affirmations as soon
as technologically practicable and no later than the end of the day on trade date.
• For a broker-dealer that determines to establish, maintain, and enforce written policies and
procedures pursuant to Rule 15c6-2(a), such policies and procedures must:
o    Identify  and  describe  any  technology  systems,  operations,  and  processes  used to
coordinate with other relevant parties, including investment advisers and custodians,
to  ensure  completion  of  the  allocation,  confirmation,  or  affirmation  process  for  the
transaction;
o    Set target time frames on trade date for completing the allocation, confirmation, and
affirmation for the transaction;
o    Describe procedures for communicating trade information promptly, investigating any
discrepancies  in  trade  information,  and  adjusting  trade  information to help  ensure
that the allocation, confirmation, and affirmation can be completed by the target time
frames on trade date;
o    Describe how the broker-dealer plans to identify and address delays if another party,
including  an  investment  adviser  or  a  custodian,  is  not  promptly  completing  the
allocation or affirmation for the transaction or if the broker-dealer experiences delays
in promptly completing the confirmation; and
o    Measure,  monitor,  and  document  the  rates  of  allocations,  confirmations,  and
affirmations completed as soon as technologically practicable and no later than the
end of the day on trade date.
For Registered Investment  Advisers: For  transactions  subject  to  Rule  15c6-2(a), make  and
keep records of each confirmation received, and of any allocation and each affirmation sent or
received, with a date and time stamp for each indicating when it was sent or received.
For CMSPs:
• Establish,  implement,  maintain,  and  enforce  reasonably  designed  written policies  and
procedures that facilitate straight-through processing.
• Submit an annual report via EDGAR to the Commission that provides: (a) a summary of its
current   policies   and   procedures   reasonably   designed   to facilitate   straight-through
processing;  (b)  a  qualitative  description  of  its  progress  in  facilitating  straight-through
processing  during  the  twelve-month  period  covered  by  the  report;  (c)  a  quantitative
presentation  of  data  that  includes  specified  metrics  and  organized  in  a  specified  manner;
and (d) a qualitative description of the actions it intends to take to facilitate straight-through
processing during the twelve-month period that follows the period covered by the report.

What’s Next
The  final  rules  will  become  effective  60  days  following the  date  of  publication  of  the  adopting
release in the Federal Register. The compliance date for each of the final rules is May 28, 2024.
OCR text (5,740c · tika · 95% conf)
FACT SHEET 
Reducing Risk in 
Clearance and 
Settlement 

U.S. SECURITIES AND EXCHANGE COMMISSION 
 

 PAGE 1 OF 2 

 

 
Why This Matters 
Reducing time between the execution of a securities transaction and its settlement reduces risk, 
promotes investor protection, and increases operational and capital efficiency. Two recent 
episodes of increased market volatility – in March 2020 following the outbreak of the COVID-19 
pandemic and in January 2021 following heightened interest in certain stocks – highlighted 
potential vulnerabilities in the U.S. securities market that shortening the standard settlement 
cycle and improving institutional trade processing can mitigate. The Commission shortened the 
standard settlement cycle for most securities transactions from T+3 to T+2 in 2017. 

 
 

What’s Required 
The final rules establish the following requirements for broker-dealers:  

• Pursuant to amended Rule 15c6-1(a), do not effect or enter into contracts for the purchase 
or sale of a security (other than exempted securities) that provide for payment of funds and 
delivery of securities later than T+1, unless the parties expressly agree to a different 
settlement date at the time of the transaction. 

• Pursuant to amended Rule 15c6-1(c), do not effect or enter into contracts for firm 
commitment offerings priced after 4:30 p.m. Eastern Time that provide for payment of funds 
and delivery of securities later than T+2, unless the parties expressly agree to a different 
settlement date at the time of the transaction. 

• Pursuant to new Rule 15c6-2(a), for transactions that require completion of the allocation, 
confirmation, or affirmation process, either: 

o Enter into written agreements with the relevant parties (such as investment managers 
and bank custodians, as agents of a broker-dealer’s customer) to ensure completion 

 
The Commission adopted rule amendments and new rules to: 

● Shorten the standard settlement cycle for most securities transactions from two business 
days after trade date (T+2) to one (T+1); 

● Shorten the separate standard settlement cycle for firm commitment offerings priced 
after 4:30 p.m. from four business days after trade date (T+4) to T+2; 

● Improve the processing of institutional trades through new requirements for broker-
dealers and registered investment advisers related to same-day affirmations; and  

● Facilitate straight-through processing through new requirements applicable to clearing 
agencies that are central matching service providers (CMSPs).  

 



FACT SHEET | Reducing Risk in Clearance and Settlement 
 

U.S. SECURITIES AND EXCHANGE COMMISSION  Page 2 of 2 

of allocations, confirmations, and affirmations as soon as technologically practicable 
and no later than the end of the day on trade date; or 

o Establish, maintain, and enforce written policies and procedures reasonably 
designed to ensure completion of allocations, confirmations, and affirmations as soon 
as technologically practicable and no later than the end of the day on trade date. 

• For a broker-dealer that determines to establish, maintain, and enforce written policies and 
procedures pursuant to Rule 15c6-2(a), such policies and procedures must: 

o Identify and describe any technology systems, operations, and processes used to 
coordinate with other relevant parties, including investment advisers and custodians, 
to ensure completion of the allocation, confirmation, or affirmation process for the 
transaction; 

o Set target time frames on trade date for completing the allocation, confirmation, and 
affirmation for the transaction; 

o Describe procedures for communicating trade information promptly, investigating any 
discrepancies in trade information, and adjusting trade information to help ensure 
that the allocation, confirmation, and affirmation can be completed by the target time 
frames on trade date; 

o Describe how the broker-dealer plans to identify and address delays if another party, 
including an investment adviser or a custodian, is not promptly completing the 
allocation or affirmation for the transaction or if the broker-dealer experiences delays 
in promptly completing the confirmation; and 

o Measure, monitor, and document the rates of allocations, confirmations, and 
affirmations completed as soon as technologically practicable and no later than the 
end of the day on trade date. 

For Registered Investment Advisers: For transactions subject to Rule 15c6-2(a), make and 
keep records of each confirmation received, and of any allocation and each affirmation sent or 
received, with a date and time stamp for each indicating when it was sent or received. 

For CMSPs:  

• Establish, implement, maintain, and enforce reasonably designed written policies and 
procedures that facilitate straight-through processing. 

• Submit an annual report via EDGAR to the Commission that provides: (a) a summary of its 
current policies and procedures reasonably designed to facilitate straight-through 
processing; (b) a qualitative description of its progress in facilitating straight-through 
processing during the twelve-month period covered by the report; (c) a quantitative 
presentation of data that includes specified metrics and organized in a specified manner;  
and (d) a qualitative description of the actions it intends to take to facilitate straight-through 
processing during the twelve-month period that follows the period covered by the report. 

 

What’s Next 
The final rules will become effective 60 days following the date of publication of the adopting 
release in the Federal Register. The compliance date for each of the final rules is May 28, 2024. 


	Why This Matters
	What’s Required
	What’s Next