How The Indirect Holding System Affects Investor Suits

Law360, New York (September 29, 2015, 5:51 PM EDT) -- In the Tom Clancy thriller "Debt of Honor," foreign agents nearly bring the American economy to its knees by wiping out computer records at a single company — The Depositary Trust Co., more commonly known as DTC.[1] It is a fictional plot contrivance, to be sure, but like much fiction, it contains a grain of truth. DTC does indeed exist and plays a crucial role in the securities industry. As the legal titleholder of trillions of dollars of securities, both stock and debt, DTC's computer records are the first link in what is often a long chain of intermediaries existing between the issuer of a security and the ultimate investor in that security. Under most circumstances, this "indirect holding system" operates entirely outside the perception of actual investors who seek to buy and sell securities. Accordingly, many investors wrongly — but harmlessly — consider themselves to have legal title to the securities they believe themselves to have purchased. In litigation, however, fine distinctions matter, and prudent lawyers should be aware of the indirect holding system and consider ways in which its nuances may affect their cases, particularly with respect to issues of standing....

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