United States: SEC SBSD Recordkeeping And Reporting Proposal

The SEC has published proposed recordkeeping, reporting and capital deficiency notification requirements that would apply to security-based swap dealers ("SBSDs") and major security-based swap participants ("MSBSPs")1 as well as to other SEC-registered broker-dealers that enter into security-based swaps. The proposing Release contains a number of largely non-substantive, technical amendments to the existing recordkeeping and reporting requirements applicable to broker-dealers.3

Piece of Larger Rulemaking Scheme

Many of the new proposed rules and rule amendments are directly tied to previously proposed rules and rule amendments that would be applicable to SBSDs and security-based swaps.  That is, the new proposals in this Release would impose recordkeeping and reporting requirements intended to document the SEC's previously proposed prudential and conduct requirements applicable to SBSDs and security-based swaps.4 For example, certain of the newly proposed recordkeeping requirements are tied to the reporting requirements under Proposed Regulation SBSR. In a number of places the SEC expressly notes that the requirements proposed in the Release would be subject to change based on any changes to these earlier rules proposals as they are finalized.

Modeled Closely on Existing Rules

The SEC modeled its proposals very closely on the existing rules that apply to broker-dealers, particularly Exchange Act Rules 17a-3 (recordkeeping), 17a-4 (record retention), 17a-5 (financial reporting), 17a-11 (notification of financial or other problems), 17a-13 (securities counts) and the FOCUS Report (form of financial report).  In general, firms registered as broker-dealers would be subject to the same set of rules that they are today, with the scope of such rules expanding and becoming somewhat more detailed to reflect the scheme for regulating SBSDs and security-based swaps under Dodd-Frank.  Firms that are not currently required to register as broker-dealers, but that will be required to register as SBSDs, would be subject to a new set of rules that largely parallel the rules applicable to broker-dealers.6 See Appendix A for a chart that shows the existing SEC rule that is the model for the various newly proposed rules.

Numerous Types of Registrants and Rule Sets

Although the proposed rules are not inherently complicated insofar as they are closely modeled on the existing rules, the SEC proposed eight variants of the rules, depending on factors including whether the regulated firm is a (i) broker-dealer, (ii) bank, (iii) SBSD, (iv) MSBSP, and (v) how it computes its net capital. See Appendix B for a chart that details which specific rule requirements apply to which types of entities.

Banks as Registrants

One of the eight sets of rules is intended to apply to banks that act as SBSDs or MSBSPs.  This rule set is somewhat more limited than those that would apply to non-bank SBSDs, as the SEC recognizes that its recordkeeping and reporting requirements for banks are confined to the banks' security-based swap business given that the margin, capital and other prudential requirements for banks will be administered by the bank regulators.

The SEC proposed rules for SBSDs should also be read in light of the fact that if Section 716 of Dodd-Frank (also known as the "Lincoln Amendment" or "push-out rule") goes into effect, banks would effectively be prohibited from acting as SBSDs, and this set of rules would become moot.  Thus, there may be a temptation on the part of banks not to comment on this rule set on the assumption it will never be applicable.  While that would be understandable, banks should consider the possibility that Section 716 could eventually be amended, repealed or rendered ineffective,7 and thus there is a potential benefit to commenting on the bank SBSD rule set.8

Comparison to CFTC Requirements for Swap Dealers. 

Comparison to CFTC Requirements for Swap Dealers

The SEC did not address, at least not with significant detail, how these proposals compare to the requirements applicable to swap dealers under the CFTC rules. As a general matter, the SEC proposals provide a less radical, and generally more workable, approach to implementing the broad statutory requirements found in Title VII of Dodd-Frank that accord to a great extent with existing practices and regulatory requirements. 

One example of the contrast in the CFTC and SEC approaches is how the SEC treats the statutory requirement to produce and maintain "recordings of telephone calls" as part of the "daily trading records" of SBSDs.10  The CFTC took an expansive view of the requirements called for by the statutory language applicable to swap dealers,11 which has resulted in significant operational questions and in delays of the implementation of the rule; by contrast, the SEC specifically limits the application of its rules to the terms of the statute, requiring telephone recordings only if "required to be maintained pursuant to Section 15F(g)(1) of the [Exchange] Act."  Significantly, the SEC adds that the recordings would only be required to be retained if the registrant voluntarily chooses to record.12  Thus, for example, an SBSD would only need to keep recorded telephone conversations (if made) as part of the "daily trading records of [its] security-based swaps," but not, among other things, as part of its securities business (e.g., if it is a broker-dealer).13 

Appendix A

Existing Broker-Dealer Rule and Title

New Swap Dealer Rough Equivalent Rule

Exchange Act Rule 17a-3: Records to Be Made by Certain Exchange Members, Brokers and Dealers

Exchange Act Rule 18a-5

Exchange Act Rule 17a-4: Records to Be Preserved by Certain Exchange Members, Brokers and Dealers

Exchange Act Rule 18a-6

Exchange Act Rule 17a-5: Reports to Be Made by Certain Brokers and Dealers

Exchange Act Rule 18a-7

FOCUS Report

Form SBS

Exchange Act Rule 17a-11: Notification Provisions for Brokers and Dealers

Exchange Act Rule 18a-8

Exchange Act Rule 17a-13: Quarterly Security Counts to Be Made by Certain Exchange Members, Brokers and Dealers

Exchange Act Rule 18a-9

Appendix B

Note:  This chart is taken from the chart that appears in the SEC's release except that we have added footnotes 1-17 to provide more detail as to the specific broker-dealer rule on which a newly proposed SBSD rule was based.  

 

Non-SBSD/ MSBSP broker-dealers

Non-model broker-dealer SBSDs

ANC broker-dealer SBSDs

Broker-dealer MSBSPs

Non-model stand-alone SBSDs

ANC stand-alone SBSDs

Bank SBSDs

Stand-alone MSBSPs

Trade blotters

17a-3(a)(1)*

17a-3(a)(1)*

17a-3(a)(1)*

17a-3(a)(1)*

18a-5(a)(1)

18a-5(a)(1)

18a-5(b)(1)

18a-5(a)(1)

General ledger

 

 

 

 

18a-5(a)(2)

18a-5(a)(2)

 

18a-5(a)(2)

Ledgers for customer and non-customer accounts

17a-3(a)(3)*

17a-3(a)(3)*

17a-3(a)(3)*

17a-3(a)(3)*

18a-5(a)(3)

18a-5(a)(3)

18a-5(b)(2)

18a-5(a)(3)

Stock record

17a-3(a)(5)*

17a-3(a)(5)*

17a-3(a)(5)*

17a-3(a)(5)*

18a-5(a)(4)

18a-5(a)(4)

18a-5(b)(3)

18a-5(a)(4)

Memoranda of brokerage orders

17a-3(a)(6)*

17a-3(a)(6)*

17a-3(a)(6)*

17a-3(a)(6)*

 

 

18a-5(b)(4)

 

Memoranda of proprietary orders

17a-3(a)(7)*

17a-3(a)(7)*

17a-3(a)(7)*

17a-3(a)(7)*

18a-5(a)(5)

18a-5(a)(5)

18a-5(b)(5)

18a-5(a)(5)

Confirmations

17a-3(a)(8)*

17a-3(a)(8)*

17a-3(a)(8)*

17a-3(a)(8)*

18a-5(a)(6)

18a-5(a)(6)

18a-5(b)(6)

18a-5(a)(6)

Accountholder information

17a-3(a)(9)*

17a-3(a)(9)*

17a-3(a)(9)*

17a-3(a)(9)*

18a-5(a)(7)

18a-5(a)(7)

18a-5(b)(7)

18a-5(a)(7)

Options positions14

 

 

 

 

18a-5(a)(8)

18a-5(a)(8)

 

18a-5(a)(8)

Trial balances and computation of net capital15

 

 

 

 

18a-5(a)(9)

18a-5(a)(9)

 

18a-5(a)(9)

Associated person's employment application16

 

 

 

 

18a-5(a)(10)

18a-5(a)(10)

18a-5(b)(8)

18a-5(a)(10)

Liquidity stress test

 

 

17a-3(a)(24)

 

 

18a-5(a)(11)

 

 

Account equity and margin calculations under proposed Rule 18a-3

 

17a-3(a)(25)

17a-3(a)(25)

17a-3(a)(25)

18a-5(a)(12)

18a-5(a)(12)

 

18a-5(a)(12)

Possession or control requirements under proposed Rule 18a-4

 

17a-3(a)(26)

17a-3(a)(26)

 

18a-5(a)(13)

18a-5(a)(13)

18a-5(b)(9)

 

Customer reserve requirements under proposed Rule 18a-4

 

17a-3(a)(27)

17a-3(a)(27)

 

18a-5(a)(14)

18a-5(a)(14)

18a-5(b)(10)

 

Unverified transactions

 

17a-3(a)(28)

17a-3(a)(28)

17a-3(a)(28)

18a-5(a)(15)

18a-5(a)(15)

18a-5(b)(11)

18a-5(a)(15)

Political contributions

 

17a-3(a)(29)

17a-3(a)(29)

 

18a-5(a)(16)

18a-5(a)(16)

18a-5(b)(12)

 

Compliance with external business conduct requirements

 

17a-3(a)(30)

17a-3(a)(30)

17a-3(a)(30)

18a-5(a)(17)

18a-5(a)(17)

18a-5(b)(13)

18a-5(a)(17)

 

Non-SBSD/ MSBSP broker-dealers

Non-model broker-dealer SBSDs

ANC broker-dealer SBSDs

Broker-dealer MSBSPs

Non-model stand-alone SBSDs

ANC stand­alone SBSDs

Bank
SBSDs

Stand-alone MSBSPs

Records to be preserved for a period of not less than 6 years

Trade blotters17

 

 

 

 

18a-6(a)(1) citing

18a-5(a)(1)

18a-6(a)(1) citing
18a-5(a)(1)

18a-6(a)(2) citing

18a-5(b)(1)

18a-6(a)(1) citing

18a-5(a)(1)

General ledger18

 

 

 

 

18a-6(a)(1) citing
18a-5(a)(2)

18a-6(a)(1) citing
18a-5(a)(2)

 

18a-6(a)(1) citing
18a-5(a)(2)

Ledgers for customer and non-customer accounts19

 

 

 

 

18a-6(a)(1) citing
18a-5(a)(3)

18a-6(a)(1) citing
18a-5(a)(3)

18a-6(a)(2) citing
18a-5(b)(2)

18a-6(a)(1) citing
18a-5(a)(3)

Stock record20

 

 

 

 

18a-6(a)(1) citing
18a-5(a)(4)

18a-6(a)(1) citing
18a-5(a)(4)

18a-6(a)(2) citing
18a-5(b)(3)

18a-6(a)(1) citing
18a-5(a)(4)

Records to be preserved for a period of not less than 3 years

Memoranda of brokerage orders21

 

 

 

 

 

 

18a-6 (b)(2)(i) citing
18a-6(b)(4)

 

Memoranda of proprietary orders22

 

 

 

 

18a-6 (b)(1)(i) citing
18a-6(a)(5)

18a-6 (b)(1)(i) citing
18a-6(a)(5)

18a-6 (b)(2)(i) citing
18a-6(b)(5)

18a-6 (b)(1)(i) citing
18a-6(a)(5)

Confirmations23

 

 

 

 

18a-6 (b)(1)(i) citing
18a-6(a)(6)

18a-6 (b)(1)(i) citing
18a-6(a)(6)

18a-6 (b)(2)(i) citing
18a-6(b)(6)

18a-6 (b)(1)(i) citing
18a-6(a)(6)

Accountholder information

 

 

 

 

18a-6 (b)(1)(i) citing
18a-6(a)(7)

18a-6 (b)(1)(i) citing
18a-6(a)(7)

18a-6 (b)(2)(i) citing
18a-6(b)(7)

18a-6 (b)(1)(i) citing
18a-6(a)(7)

Options positions24

 

 

 

 

18a-6 (b)(1)(i) citing
18a-6(a)(8)

18a-6 (b)(1)(i) citing
18a-6(a)(8)

 

18a-6 (b)(1)(i) citing
18a-6(a)(8)

Trial balances and computation of net capital

17a-4(b)(1) citing
17a-3(a)(11)

17a-4(b)(1) citing
17a-3(a)(11)

17a-4(b)(1) citing
17a-3(a)(11)

17a-4(b)(1) citing
17a-3(a)(11)

18a-6 (b)(1)(i) citing
18a-6(a)(9)

18a-6 (b)(1)(i) citing
18a-6(a)(9)

 

18a-6 (b)(1)(i) citing
18a-6(a)(9)

Liquidity stress test

 

 

17a-4(b)(1) citing
17a-3(a)(24)

 

 

18a-6 (b)(1)(i) citing
18a-6(a)(11)

 

 

Account equity and margin calculations under proposed Rule 18a-3

 

17a-4(b)(1) citing
17a-3(a)(25)

17a-4(b)(1) citing
17a-3(a)(25)

17a-4(b)(1) citing
17a-3(a)(25)

18a-6 (b)(1)(i) citing
18a-6(a)(12)

18a-6 (b)(1)(i) citing
18a-6(a)(12)

 

18a-6 (b)(1)(i) citing
18a-6(a)(12)

Possession or control requirements under proposed Rule 18a-4

 

17a-4(b)(1) citing
17a-3(a)(26)

17a-4(b)(1) citing
17a-3(a)(26)

 

18a-6 (b)(1)(i) citing
18a-6(a)(13)

18a-6 (b)(1)(i) citing
18a-6(a)(13)

18a-6 (b)(2)(i) citing
18a-6(b)(9)

 

Customer reserve requirements under proposed Rule 18a-4

 

17a-4(b)(1) citing
17a-3(a)(27)

17a-4(b)(1) citing
17a-3(a)(27)

 

18a-6 (b)(1)(i) citing
18a-6(a)(14)

18a-6 (b)(1)(i) citing
18a-6(a)(14)

18a-6 (b)(2)(i) citing
18a-6(b)(10)

 

Unverified transactions

 

17a-4(b)(1) citing
17a-3(a)(28)

17a-4(b)(1) citing
17a-3(a)(28)

17a-4(b)(1) citing
17a-3(a)(28)

18a-6 (b)(1)(i) citing
18a-6(a)(15)

18a-6 (b)(1)(i) citing
18a-6(a)(15)

18a-6 (b)(2)(i) citing
18a-6(b)(11)

18a-6 (b)(1)(i) citing
18a-6(a)(15)

Political contributions

 

17a-4(b)(1) citing
17a-3(a)(29)

17a-4(b)(1) citing
17a-3(a)(29)

 

18a-6 (b)(1)(i) citing
18a-6(a)(16)

18a-6 (b)(1)(i) citing
18a-6(a)(16)

18a-6 (b)(2)(i) citing
18a-6(b)(12)

 

Compliance with external business conduct requirements

 

17a-4(b)(1) citing
17a-3(a)(30)

17a-4(b)(1) citing
17a-3(a)(30)

17a-4(b)(1) citing
17a-3(a)(30)

18a-6 (b)(1)(i) citing
18a-6(a)(17)

18a-6 (b)(1)(i) citing
18a-6(a)(17)

18a-6 (b)(2)(i) citing
18a-6(b)(13)

18a-6 (b)(1)(i) citing
18a-6(a)(17)

Bank records25

 

 

 

 

18a-6 (b)(1)(ii)

18a-6 (b)(1)(ii)

 

18a-6 (b)(1)(ii)

Bills26

 

 

 

 

18a-6 (b)(1)(iii)

18a-6 (b)(1)(iii)

 

18a-6 (b)(1)(iii)

Communications

17a-4(b)(4)*

17a-4(b)(4)*

17a-4(b)(4)*

17a-4(b)(4)*

18a-6 (b)(1)(iv)

18a-6 (b)(1)(iv)

18a-6 (b)(2)(ii)

18a-6 (b)(1)(iv)

Trial balances27

 

 

 

 

18a-6 (b)(1)(v)

18a-6 (b)(1)(v)

 

18a-6 (b)(1)(v)

Account documents28

 

 

 

 

18a-6 (b)(1)(vi)

18a-6 (b)(1)(vi)

18a-6 (b)(2)(iii)

18a-6 (b)(1)(vi)

Written agreements

17a-4(b)(7)*

17a-4(b)(7)*

17a-4(b)(7)*

17a-4(b)(7)*

18a-6 (b)(1)(vii)

18a-6 (b)(1)(vii)

18a-6 (b)(2)(iv)

18a-6 (b)(1)(vii)

Information supporting financial reports

17a-4(b)(8)*

17a-4(b)(8)*

17a-4(b)(8)*

17a-4(b)(8)*

18a-6 (b)(1)(viii)

18a-6 (b)(1)(viii)

18a-6 (b)(2)(v)

18a-6 (b)(1)(viii)

Rule 15c3-4 risk management records (OTC derivatives dealers only)29

 

 

 

 

18a-6 (b)(1)(ix)

18a-6 (b)(1)(ix)

 

18a-6 (b)(1)(ix)

Internal credit ratings

 

 

 

 

 

18a-6 (b)(1)(x)

 

 

Regulation SBSR information

17a-4(b)(14)

17a-4(b)(14)

17a-4(b)(14)

17a-4(b)(14)

18a-6 (b)(1)(xi)

18a-6 (b)(1)(xi)

18a-6 (b)(2)(vi)

18a-6 (b)(1)(xi)

Records relating to business conduct standards

 

17a-4(b)(15)

17a-4(b)(15)

17a-4(b)(15)

18a-6 (b)(1)(xii)

18a-6 (b)(1)(xii)

18a-6 (b)(2)(vii)

18a-6 (b)(1)(xii)

Special entity documents

 

17a-4(b)(16)

17a-4(b)(16)

17a-4(b)(16)

18a-6 (b)(1)(xiii)

18a-6 (b)(1)(xiii)

18a-6 (b)(2)(viii)

18a-6 (b)(1)(xiii)

Associated person's employment application30

 

 

 

 

18a-6(d)(1)

18a-6(d)(1)

18a-6(d)(1)

18a-6(d)(1)

Regulatory authority reports31

 

 

 

 

18a-6 (d)(2)(i)

18a-6 (d)(2)(i)

18a-6 (d)(2)(ii)

18a-6 (d)(2)(i)

Compliance, supervisory, and procedures manuals32

 

 

 

 

18a-6 (d)(3)(i)

18a-6 (d)(3)(i)

18a-6 (d)(3)(ii)

18a-6 (d)(3)(i)

Life of the enterprise and of any successor enterprise

Corporate documents

17a-4(d)*

17a-4(d)*

17a-4(d)*

17a-4(d)*

18a-6(c)

18a-6(c)

 

18a-6(c)




















* Broker-dealers are currently required to comply with these paragraphs of Rule 17a-4, but the Commission proposes to amend these paragraphs as required by the Dodd-Frank Act or to tailor to the types of records that should be preserved with respect to security-based swaps, and to make certain technical changes.



1   In the remainder of this memo we largely refer generically to only SBSDs without additional mention of MSBSPs.    This is done for ease of reading and in light of the fact that it is unlikely that any firms will register as a MSBSPs .

2   SEC Release No. 34-71958 (the "Release"), available at http://www.sec.gov/rules/proposed/2014/34-71958.pdf.

3  The Release also proposes to expand its proposed capital rules for SBSDs to add a capital charge, in relation to securities differences, that currently applies to ordinary broker-dealers.  The SEC notes in the Release that this particular capital charge had been inadvertently omitted from its prior rule proposals for "stand-alone," SBSDs. i.e., SBSDs that are not banks or broker-dealers. 

4  See, e.g., SEC Release No. 34-68071, 77 Fed. Reg. 70214 (Nov. 23, 2012) (capital and margin requirements); SEC Release No. 34-69490, 78 Fed. Reg. 30968 (May 23, 2013) (reporting requirements); SEC Release No. 34-64766, 76 Fed. Reg. 42396 (July 18, 2011) (business conduct standards).

5   See Release at p. 24-26 & n. 91.

6   For example, proposed Rule 18a-5, which sets forth the recordkeeping requirements that apply to SBSDs, closely tracks existing Rule 17a-4, which sets forth the recordkeeping requirements that currently apply to ordinary broker-dealers.

7   See, e.g., H.R. 992 (which passed the House in late 2013 and would substantially amend Section 716).

8   Section 716 is one of the most problematic provisions in Dodd-Frank and also one that will be among the most difficult to implement, as it will require market participants to renegotiate a massive number of contracts.  It is difficult to see how this could be done in any reasonable length of time, given that these contracts were put in place over two decades, and because novating the contracts out of banks would not be a simple matter of assignment, given that the credit, collateral and other terms will be materially different. 

Though the SEC notes, in the economic analysis portion of the Release that it believes that its proposals are "broadly consistent with the approach taken by the CFTC."  See Release at p. 306.

10   See Exchange Act Section 15F(g)(1).

11  See CFTC Regulation 23.202 (implementing Section 4s(g) of the Commodity Exchange Act, which mirrors Section 15F(g) of the Securities Exchange Act of 1934).

12  See Release at 244 (discussing amendments to Rule 17a-4).

13  This distinction is notable in part because the SEC has not previously interpreted the term "communications" to include telephonic communications under Rule 17a-4.

14 New Exchange Act Rule 18a-5(a)(8) is based on existing Exchange Act Rule 17a-3(a)(5)

15 New Exchange Act Rule 18a-5(a)(9) is based on existing Exchange Act Rule 17a-3(a)(11)

16 New Exchange Act Rule 18a-5(a)(10) is based on existing Exchange Act Rule 17a-3(a)(12)(i)

17 New Exchange Act Rules 18a-6(a)(1) and 18a-6(a)(2) are based on existing Exchange Act Rule 17a-4(a)

18 New Exchange Act Rule 18a-6(a)(1) is based on existing Exchange Act Rules 17a-4(a)

19 New Exchange Act Rule New Exchange Act Rules 18a-6(a)(1) and 18a-6(a)(2) are based on existing Exchange Act Rule 17a-4(a)

20 New Exchange Act Rule New Exchange Act Rules 18a-6(a)(1) and 18a-6(a)(2) are based on existing Exchange Act Rule 17a-4(d)

21 New Exchange Act Rule New Exchange Act Rule 18a-6 (b)(2)(i) is based on existing Exchange Act Rules 17a-4(b)(7)

22 New Exchange Act Rule New Exchange Act Rule 18a-6 (b)(1)(i) is based on existing Exchange Act Rule 17a-4(b)(4)

23 New Exchange Act Rule New Exchange Act Rules 18a-6 (b)(1)(i) and 18a-6 (b)(2)(i) are based on existing Exchange Act Rule 17a-4(b)(8)

24 New Exchange Act Rule New Exchange Act Rule 18a-6 (b)(1)(i) is based on existing Exchange Act Rule 17a-4(b)(8)(ix)

25 New Exchange Act Rule 18a-6 (b)(1)(ii) is based on existing Exchange Act Rule 17a-4(b)(2)

26 New Exchange Act Rule 18a-6 (b)(1)(iii) is based on existing Exchange Act Rule 17a-4(b)(3)

27 New Exchange Act Rule 18a-6 (b)(1)(v) is based on existing Exchange Act Rule 17a-4(b)(5)

28 New Exchange Act Rule 18a-6 (b)(1)(vi) is based on existing Exchange Act Rule 17a-4(b)(6)

29 New Exchange Act Rule 18a-6 (b)(1)(ix) is based on existing Exchange Act Rule 17a-4(e)(9)

30 New Exchange Act Rule 18a-6(d)(1) is based on existing Exchange Act Rule 17a-4(e)(1)

31 New Exchange Act Rule 18a-6 (d)(2)(i) is based on existing Exchange Act Rule 17a-4(e)(6)

32 New Exchange Act Rule 18a-6 (d)(3)(i) is based on existing Exchange Act Rule 17a-4(e)(7)

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Emails

From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.