COMPARATIVE STUDY OF THE PROVISIONS OF THE THREE BILLS

1. Authorizes establishment of National
Securities Corporation, a D.C. business cor-
poration. [§ 103 (a).] Does not preclude
other such entities [§ 102(c).]

(a) Develop and implement a national
system for transfering ownership of se-
curities. [§ 105(a) (2).]

(b) Adopt procedures to facilitate
trading of securities without necessity
for physical delivery. [§ 105(a) (3).]

(c) Protect confidentiality of infor-
mation concerning ownership of securi-
ties on deposit or record in the transfer
system. [§ 105(a) (4).]

(d) Operate and maintain the securi-
ties transfer system. [§ 105(a) (6).]

(e) Half owned by "direct customers"
(probably financial institutions) and
half by others. [§ 106 (b) (2).]

(f) No more than 5% owned by any
one person. [§ 106(b), (3), (4).]

(g) Capitalization:

(1) A registered public offering of securities. [§ 106(b).]

(2) Borrow up to $1,000,000 from Secretary of the Treasury. [§ 107.]

Williams (Bennett, Proxmire, Stevenson and Tower)

1. No similar provision.

S. 3412-SECURITIES TRANSACTION PROCESS-
ING ACT OF 1972

Per Request of Securities and Exchange
Commission

Williams (Bennett, Tower)

1. No similar provision.

78-429 0-72—5

COMPARATIVE STUDY OF THE PROVISIONS OF THE THREE BILLS-Continued

S. 3297-SECURITIES INDUSTRY PAPERWORK
MODERNIZATION ACT

Williams (Bennett, Proxmire, Stevenson and Tower)

2. Establishes National Commission on Uniform Securities Laws. [§ 201.]

(a) President of National Securities Corporation and 12 members appointed by the President. [§ 202.]

(b) Duties:

(1) Determine need to revise State
laws to facilitate effective national
securities depository system. [§ 203 (a)
(1).]

(2) Assist in planning, developing
and implementing methods of evi-
dencing ownership other than with
certificates. [§ 203 (a) (2).]

(3) Interim reports to Congress and
the President. Final report and cease
to exist Feb. 1, 1975. [§ 203(b).]

(c) Power to hire professional staff.
[§ 204.]

3. No similar provision.

4. No similar provision.

2. No similar provision.

3. Authorizes SEC to regulate time and
method of making settlements, payments
and deliveries and of closing accounts for
brokers and dealers. [§ 1.]

4. Authorizes SEC to alter rules of na-
tional securities associations regarding
time and method of making settlements,
payments and deliveries and of closing

3. Authorizes SEC to make rules and
regulations necessary or appropriate for
the efficient and expeditious handling and
settlement of securities transactions by
brokers and dealers. [§ 7.]

4. No similar provision. [SEC believes
it already has this power.]

(0) SEC must deny registration of depository or clearing agency if it does not have procedures or means to comply with Act. [§ 4(d).]

(1) No similar provision.

COMPARATIVE STUDY OF THE PROVISIONS OF THE THREE BILLS-Continued

(f) No similar provision. [but see
5g infra which provides for direct regu-
lation of National Securities Corp.-not
of other clearing agencies.]

(h) SEC shall prescribe rules and
regulations relating to the Corpo-
ration (not other clearing agen-
cies). [§ 108.] With regard to
specified matters:

8. 3297-SECURITIES INDUSTRY PAPERWORK MODERNIZATION ACT

Williams (Bennett, Proxmire, Stevenson and Tower)

(e) Review of disciplinary proceed-
ings and denial of participation is by
SEC-on appeal or upon SEC's own mo-
tion. [§ 17A (f) (g).]

(f) SEC may disapprove clearing
agency's rule change proposals, and re-
quire amendments to rules. [§ 17A (h)
(i).] Similar to Securities Investor Pro-
tection Act of 1970.

(g) After notice and opportunity for
hearing SEC may suspend "clearing
agency" or revoke its registration-or
suspend or expel participants and their
officers and directors and employees-or
remove any officer or director of a clear-
ing agency from office. [§ 17A (j).]

(h) No similar provision. [But see 5f-
5f, supra, which provide for SEC over-
sight of self-regulation.]

8. 3412-SECURITIES TRANSACTION PROCESS-
ING ACT OF 1972

Per Request of Securities and Exchange
Commission

Williams (Bennett, Tower)

(e) No similar provision. [But see 5g
infra which provides for direct regula-
tion.]

(f) No similar provision. [But see 5g
infra which provides for direct regula-
tion.]

(g) After notice and opportunity for
hearing SEC may censure, bar, suspend
or limit depositories and clearing
agencies or revoke registration if in pub-
lic interest or for protection of investors
and depository or clearing agency has
willfully violated or is unable to comply
with Act and rules thereunder. [§ 10
(d) (1).] Appointment of a receiver if
suspension or revocation of registration.
[§ 10 (d) (2).]

(h) Empowers SEC to make rules and
regulations regarding minimum stand-
ards of performance, safekeeping, coordi-
nation and "reasonable non-discrimina-
tory access for clearing agencies and
depositories." [§ 5.]

(i) "Clearing agencies" (includes de-
positories) must keep records SEC re-
quires. SEC may make reasonable ex-
aminations [§ 17A (1).]

(j) No similar provision.

6. No similar provision.

6. No similar provision.

(i) Clearing agencies and depositories
must keep records SEC requires. SEC
must make reasonable examinations.

[§ 9.]

(j) Appropriate regulatory agencies
shall consult and cooperate with each
other and with state banking authorities.
[§ 10(a).] SEC and Federal banking
agencies shall consider state programs of
inspection, examination and enforce-
ment to avoid duplicate regulatory over-
sight and "undue burden upon such
banks." [§ 11(a).]

[Note: SEC believes this gives it the
power to defer to state banking regula-
tors in regulating depositories.]

6. Requires transfer agents to register
with "appropriate regulatory agency"
(SEC, Comptroller of Currency, Board of
Governors of Federal Reserve System, or
Federal Deposit Insurance Corp.). [84
(a), 4(c) (2).]

(a) SEC empowered to exempt per-
sons, securities, transactions and classes
thereof. [§ 4(b).]

(b) Transfer agent registering other
than with SEC notifies SEC of filing.
[84(c) (2).]