SIFMA Global Corporate Actions Forum 2025

It was a privilege to represent Kroll’s Issuer Services practice at SIFMA’s Global Corporate Actions Forum, where Kroll participated in the engaging panel discussion, “Modernizing Corporate Actions: Challenges and Perspectives from Agents.” The session brought together industry leaders to exchange ideas on navigating the evolving landscape of corporate actions, and to share innovative solutions and forward-thinking strategies.

Our panel focused on several pressing issues facing agents and industry participants. Major topics included complex corporate action processing and the standardization of corporate action notifications.

 

Complex Settlements and Innovative Thinking

A key point that was raised by the moderator and forum participants related to complex transactions and the role agents play when structuring deals. Often with Chapter 11 cases there are additional complexities to settlement that require out-of-the-box thinking and collaboration with the Depository Trust Company (DTC) to determine the best methods to facilitate. In some cases, there are rigid time constraints that don’t permit processing flexibility.

We explained how Kroll collaborates with issuers and advisors prior to the launch of a transaction to craft the most efficient, practicable and comprehensive procedures with a specialization in unique deal structures such as complex rights offerings and private placement transactions. This portion of the panel was engaging and insightful, and we offered our perspectives regarding the current challenges and future state initiatives that may alleviate some of those challenges such as educating issuers, working with DTC regarding potential service expansions and liaising with the SIFMA community on best practices.  Moreover, we discussed how Kroll partners with DTC regularly to provide opinions on how to digitize and standardize complex event processing.  Additionally, Kroll participates in various working groups with the DTC nominees to review complex events, discuss postmortems and brainstorm solutions for enhanced corporate action processing to help alleviate the administrative burdens often associated with such events.

 

Announce Direct

Another important topic focused on DTC’s future state initiative is “Announce Direct.” Agents are currently working with DTC to formulate templates that will be leveraged to establish the direct link between agents and DTC’s event announcements. In the current state, the time to announce a corporate action event, especially complex events, may take 2-3 days from launch to final setup of the event. This process involves several interactions between agents and DTC, as well as multiple emails to confirm terms. In the proposed future model, agents will be able to use a link with DTC to set up events directly. This approach will streamline the process and reduce the number of steps required to confirm terms and finalize arrangements, resulting in faster event announcements. As a result, Kroll’s future state initiatives will emphasize faster speed to market and prioritize straight-through processing.

 

Corporate Actions after Cutoff Times

Another key topic of discussion is focused on the processing of corporate actions after cutoff times. We explored how DTC's 5:00 p.m. processing deadline may impact holders, particularly if the event expires at a later time.

In some instances, expiration times may be set to 11:59 p.m. to align with SEC timing rules. Consequently, some agents are unable to process late submissions, while others require Deposit/Withdrawal at Custodian (DWACs), raising the question of whether industry standardization is possible.

For events that expire after DTC’s standard cutoff times, Kroll often coordinates with the transfer agent or trustee to facilitate elections manually. This introduces execution risk and potential processing delays. When structuring deals with expiration times after DTC’s cutoff, Kroll works with the issuers to bring awareness to the potential processing risks to ensure those risks are mitigated if possible.

 

Non-Standard Corporate Action Events

We also tackled the complexities of processing non-standard corporate action events, such as those that do not fit existing DTC rules or affect only a subset of participants. For example, rights offerings on debt instruments present unique challenges since they cannot be handled systemically through DTC and require manual intervention, paperwork and DWACs. We shared experiences facilitating backstops on rights offerings, which often involve customized paperwork due to variable rates for different holders. Kroll continues to work with DTC and the SIFMA community to explore the feasibility of leveraging DTC systems for non-standard event handling. These efforts are ongoing and will continue to be at the forefront of Kroll’s initiatives related to processing efficiencies and risk reduction.

 

Disbursements for Non-DTC Eligible Entitlements

Finally, we discussed our role in facilitating disbursements for non-DTC eligible entitlements. In mandatory or voluntary events, new entitlements such as private equity or restricted stock may not be eligible to be held in DTC, especially following restructurings on term loans. Navigating these scenarios requires creative, hands-on solutions and a partnership approach with DTC and the broader SIFMA community.

 

A Trusted Partner in Kroll

Kroll remains committed to being at the forefront of industry advancements to help improve efficiency and better serve our clients.  Kroll is always grateful for the opportunity to contribute our perspective to these important industry conversations and initiatives for advancement.

At Kroll, our Issuer Services Team has more than 200 years of collective experience in solicitation and public securities, helping clients navigate even the most complex corporate actions with confidence and clarity. We pride ourselves on our deep subject matter expertise, innovation, professionalism and proven track record in executing global consent solicitations, exchange offers, rights offerings, tender offers and proxy solicitations. If you are seeking strategic guidance and hands-on support for your next project, our Issuer Services Team is ready to assist.

Learn more about our Corporate Actions and Issuer Services Solutions