Setting up an Alternative Trading System in the DIFC
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Your Partner for Launching an ATS
Many of these ideas start with an innovative technology solution; however, technology is just one component of launching an ATS. Whether you are an existing broker-dealer and want to add an ATS, or your ATS needs to be registered as a broker-dealer, there are things you need to consider. In addition, the SEC recently announced that it had voted to adopt amendments to Regulation ATS to require, among other things, stringent public disclosures of an ATS’ conflict of interests, risk of leakage of sensible information, procedures and operations, as well as additional safeguards dealing with confidential information. https://www.xcritical.com/ While the focus of the reopening is on the crypto industry, the proposal drew significant comment on the expanded definition generally. In particular, commenters noted that broadening the “exchange” definition could have a widespread impact on an unknown number of market participants that could find that they are captured by the new definition.
ALTERNATIVE TRADING SYSTEMS (ATS) FOR TOKENIZED SECURITIES
Full-fledged banks, that accept deposits, will come under a Category 1 License. DIFC is one of the world’s top eight onshore financial centers and offers a secure and efficient platform for businesses and financial institutions to reach into and out of the emerging markets of the region. The Digital asset quality and independence of DIFC’s regulator, the prevailing common law framework, excellent infrastructure and tax efficiencies make it the perfect base to take advantage of the rapidly growing demand for financial and business services in the MENASA region. The SEC receives submissions from alternative trading systems on an ongoing basis pursuant to Regulation ATS.
Helping Clients Navigate Through ATS Registration Requirements and Challenges
- A passporting regime exists in this case, where the fund manager can register for a passport for the fund to be marketed in the UAE and the ADGM.
- As such, it’s important for traders to fully understand how ATSs work and the risks involved before deciding to use them.
- A STP broker, dealing on a matched principal basis will require a Category 3A License, whereas a market maker or provider of credit provider will require a Category 2 License.
- The reopening is primarily intended to address the significant comments received by the SEC in response to the initial proposal, many of which questioned the proposal’s application to trading systems that enable trading of crypto asset securities.
- Security Tokens can be listed and traded on DFSA-regulated exchanges or Alternate Trading Systems, with both facilities being able to host initial token offerings and secondary trading.
Using this tool does not guarantee compliance with or create any safe harbor with respect to FINRA rules, the federal securities laws or state laws, or other applicable federal or state regulatory requirements. This tool does not create any new legal or regulatory obligations for firms or other entities. [1] The SEC may declare a Form ATS-N defective if it finds that it is “necessary or appropriate in the public interest, and consistent with the protection of investors.” See Regulation of NMS Stock Alternative Trading Systems, 83 Fed. 38768, (Aug. 7, 2018) (to be codified at 17 C.F.R. pt.s 232, 240, 242, and 249). Stein criticized the Commission for limiting the disclosure requirements to platforms trading NMS stocks, calling for a “minimum set of rules” for all ATSs, including those trading over-the-counter equity securities, government securities, municipal securities, and corporate debt securities.
The NMA requires the firm to describe their business and compliance policies and controls in detail. A firm will also be subject to an in-person new membership interview and will have to demonstrate how the ATS technology operates to FINRA staff. As part of the BD process, the firm will need to become a member of at least one self-regulatory organization (“SRO”), which is likely to be FINRA, and become a member of the Securities Investor Protection Corporation (“SIPC”).
What if 100 or more token holders voting together on a proposal for the DAO decide to vote in the same direction on the proposal? Moreover, the reopening economic analysis suggests that even validators and miners using the consensus mechanism to verify transactions on a blockchain could be roped in by the expanded “exchange” definition. Earlier, only persons who met certain criteria were allowed access to DFSA-regulated exchanges, clearing houses and ATS platforms. Direct access models are now allowed under the DIFC Digital Assets Regime. Often, the accounts in which the trades are conducted can be anonymous, which is highly advantageous for traders. It should be noted that dark pools and crossing networks are legal, although they’ve undergone scrutiny by the financial press and news outlets in recent years.
However, the reopening release provides interested parties with some opportunity to directly address the SEC and seek regulatory clarity for the crypto industry in the US. The reopening also offers market participants a second bite at the apple on other areas that previously drew significant comment. Interested parties should consider whether the SEC’s interpretation of “group of persons” is consistent with the intent of the Exchange Act, and the ambiguities that the SEC staff’s related explanatory statements in the release create. For instance, should two or more independent governance token holders who amass sufficient holdings to effectively control decisions of a decentralized autonomous organization (“DAO”) be viewed as a “group of persons” if they independently choose to vote in the same manner on a proposal for the DAO?
An ATS is particularly useful for those who are conducting large quantities of trading, such as investors and professional traders, since the skewing of the market price can be avoided as with regular stock exchanges. It is because trading conducted on ATS is not publicly available and does not appear on national exchange order books. The world of trading is vast and complex, with a multitude of systems and platforms that traders can use to conduct their business. One such system is the Alternative Trading System (ATS), a non-exchange trading venue that matches buyers and sellers to facilitate transactions. ATSs have gained popularity in recent years due to their ability to provide a more efficient and cost-effective trading environment. ATSs account for much of the liquidity found in publicly traded issues worldwide.
These violations may be more common in ATSs than in national exchanges because ATSs face fewer regulations. Lisa Robinson, former Senior Director of the FINRA Membership Application Program (MAP) group, brings to Oyster’s clients her expertise in Membership rules and processes, as well as guidance on policy-making decisions, program updates, and the impact of regulatory changes on all aspects of a broker-dealer operations. Some are designed to improve speed to the market speed, find additional sources of liquidity, or perhaps offer a unique trading strategy.
In the SEC’s view, that is a problem for the “group of persons” to figure out, and if they fail to do so, then the whole group can be liable for acting as an unregistered exchange. Setting the legal theory aside, consider how, or if, this “group” would choose to defend itself or settle an enforcement action when it does not even view itself as a “group” who agreed to establish an exchange in the first place, and the group members likely do not even know the other persons in the group. Regulation ATS does not reduce or eliminate a firm’s obligation under FINRA rules to supervise the trading activity that occurs on its platform; Regulation ATS requires compliance with FINRA’s supervision obligations, as with all other applicable FINRA rules.
There’s a lot of inquiries in digital securities and assets, so we’re finding a lot of really interesting, bright people have some great ideas to use technology to create new ways for people to trade, access new markets or just securitize new products. So, it really depends on whether you’re an existing broker dealer and you want to add an ATS to your operations, or you’re a new broker dealer or you need to be a new broker dealer. I’ll let Lisa talk a little bit about what it takes from a FINRA perspective to change that, and then we can talk a little bit more about an ATS, how they operate and what you need to be concerned about. The reopening is primarily intended to address the significant comments received by the SEC in response to the initial proposal, many of which questioned the proposal’s application to trading systems that enable trading of crypto asset securities.
“Alternative trading system (ATS)” is the terminology used in the U.S. and Canada. Jeffrey Gearhart is an intuitive, analytical leader with over 30 years of experience in banking and capital markets businesses. Prior to joining Oyster, he held senior leadership roles with The Bank of New York Mellon, including business line COO, CFO, business development and relationship management. Registered representatives can fulfill Continuing Education requirements, view their industry CRD record and perform other compliance tasks.
Please consult your tax and legal advisors to determine how this information may apply to your own situation. Whether any planned tax result is realized by you depends on the specific facts of your own situation at the time your tax return is filed. There may be additional rules to follow, for instance, when actively marketing funds from the DIFC. A passporting regime exists in this case, where the fund manager can register for a passport for the fund to be marketed in the UAE and the ADGM. The revised law confirms that DIFC-registered entities can supply services and products outside the DIFC, as long as they are primarily provided out of the firm’s premises in the DIFC area. ATS operators that allow primary listing and secondary trading of Security Tokens will have to ensure that the DLT applications used by the facility operate on permissioned access.