Comment Text:
Thank you for the opportunity to submit comments. I am an attorney in private practice. The views set forth herein are my own and not those of any law firm or client.
Proposed Rule 39.6(b)(6)(ii) requires confirmation that an appropriately authorized committee of the board of directors or equivalent governing body of the SEC Filer has reviewed and approved the decision of the electing person not to clear the swap being reported. Footnote 18 to the proposed rule provides some guidance on the application of the proposed rule.
It is unclear to me whether the foregoing requirements mandate that each swap which is not cleared must receive advance specific approval by the board or committee. Such a requirement would be very burdensome for many companies that would otherwise expect to rely on the rule.
The proposed rule and related guidance should be revised to clearly state that a board or committee may authorize a public company to adopt a policy which grants general and continuing authority to enter into one or more swaps which are not cleared, and that specific approval is not required before each and every swap is entered into.
