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Deloitte Compendium Regulatory Risk Report


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Compendio sistematizado de regulaciones USA relevantes en materia de fraude corporativo, corrupción, compliance y eventual riesgo penal internacional (también, en varias de ellas, para empresas chilenas, o sus dueños y ejecutivos)

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Deloitte Compendium Regulatory Risk Report

  1. 1. Reg-RoomRegulatory Risk Report June 1, 2011Quote of the Week“For an agency with limited resources likethe SEC, it is critical to be able to leveragethe resources of people who may have first-hand information about violations...The tipsreceived have been better since Dodd Frankbecame law. We expect this to continue andthe rule maps out simplified procedures forwhistleblowers to provide us criticalinformation” - SEC Chairman, Mary Schapiro Photos by Denise Jones AdlerArticles in This IssueU.S. Banking: CFPB mortgage loan disclosures; CFPB structure and director; OCC transfer from OTS and pre-emption;House bill defers swaps rules to 2012; OTC deferral for non-US affiliates; Interest on demand deposit accounts– page 2.U.S. Investment: SEC whistleblower rules adopted; Bad actor issuers; SEC,CFTC commissioners, Risk-Fin head; MSRBvariable rate security transparency; FINRA suitability rule extension, FAQ; FINRA new issue allocation – page 3.Rating Agencies: SEC credit rating agency rules, controls, methodology, look-back, ABS due-diligence, transparency;ESMA extends use of non-EU credit ratings, flexible equivalency assessment; EU sets rating agencies fees – page 4.EU: Short-selling and CDS regulation agreed; Backstop for banks that fail stress test; EC reminds to implement CRD3; EMIRregulation on OTC derivatives, clearing, repositories; Deposit insurance directive; Hedge fund directive – page 5.UK: Complaint handling rules; Insurance bill Information onus on issuers; Trade reporting exchange derivatives; Unratedsecuritization; Prudential Regulation Authority; OFT reviews audit market; implementation of EU rules – page 6.International: IOSCO dark liquidity principles; FSB peer review of compensation; G-8 aid for Arab spring; IMF new MD; HKshort-position reporting; HK mutual fund and investment assurance; HK mystery shopping program results – page 7.AML & Enforcement: US sanctions on Syria; SEC first deferred prosecution; UK BoS pays £20mn for complaints; FINRAfines CS and ML $7.5mn for RMBS; FINRA fines Nuveen $3mn re ARS; FINRA disciplinary database – page 8.Regulatory Watch List Whistle-for-it SEC adopts whistleblower rule despite claims it encourages staff to avoid firm-compliance units. Authorities rely on internal investigations of FCPA wrongdoing, as firms relax policies on use of social networking. Home Help False Claims Act charge from HUD audits seek to increase bank mortgage settlement to $20-30bn. NY Fed investigates Goldman servicer denial of modification, as House Dems seeks subpoenas against six firms. Swiss Finish UBS considers moving investment bank out of Switzerland, in response 19% SIFI capital charge. EU States want flexible implementation of Basel III without hard-coding, EC denies concessions on hybrid capital. Inter-change Senate sponsors of bill offer to reduce delay and study of debit fee cap to 15 months, not 2 years. Industry makes this Dodd-Frank repeal top lobbying priority, emphasizes impact on small banks, anti-fraud costs. Regulatory Risk Report: June 1, 2011 1
  2. 2. U.S. BankingCFPB Combine Mortgage Loan Disclosures House Bill Defers New Swaps Rules to 2012On May 18, CFPB proposed combining the federal On May 24, U.S. House financial services panel passed billmortgage disclosures into a single, simpler form. to defer Dodd-Frank Act swaps rules to September 2012.• Know Before You Owe project makes cost and risks of • Bill effective date brought forward from December, so it loan clearer for consumer comparison. falls before the 2012 presidential election.• CFPB testing two alternate prototype forms on • Concern rules could disadvantage US firms compared consumers who recently applied for mortgage. to foreign competitors, aligns with G-20 deadline.• Gives consumers upfront, easy-to-understand • Extends rule date but leaves Act reform intact, keeps information to compare different mortgages. rule dates for definitions and reporting.• Current law requires that mortgage applicants receive • Party-line vote attacked by House Democrats, two documents per TILA and RESPA. described as an attack on the Dodd-Frank Act.• Old forms have overlapping information and complicated terms, so difficult to understand. • On May 25, U.S. Senate hearing on derivatives and• Dodd-Frank Act requires CFPB to integrate forms and clearinghouses, supported need for early rules. reissue July 2012 for notice and comment. NY Seeks OTC Deferral for Non-US AffiliatesHearings on CFPB Structure and Director On May 17, bipartisan NY lawmakers asked for deferral ofOn May 19, GOP senators asked Democrats for hearing on Dodd Frank Act OTC margin rule to foreign affiliates.the need to revise CFPB’s governance structure. • Rules require margin on derivative by non-US• Seeks board of director oversight, and subject to subsidiary of US firm and foreign counterpart. appropriation, safety-and-soundness review. • Concerned that proposals result in competitive• Follows House panel passage of similar bills, but Sen. disadvantage for US firms operating globally. Johnson said too early to revise body. • Exceed intent of Congress of territorial scope outside• Democrats push Obama to nominate Warren director, US, was only if there is a concern of arbitrage. as recess appointment before July 21. • Harsher treatment of US firms may encourage market• House oversight chair accuses Warren of lying about participants to deal with non-US firms. role in State’s bank-servicer settlement.• On May 26, House held hearing on FDIC role in resolution, DIF, bank failures, and lending.OCC Transfer from OTS, Federal Pre-emptionOn May 25, OCC proposed rules on transfer from OTSand federal pre-emption, per Dodd-Frank Act.• OCC assumes responsibility for regulation and exams of federal savings associations July 21.• Revises OCC rules for their internal functions required to transfer jurisdiction of OTS thrifts.• Combine assessment fee for banks and thrifts in Interest on Demand Deposit Accounts September 2012, until then thrifts charged lower.• Plan to publish those OTS rules the OCC will enforce On May 25, FDIC issued guidance for client notice on at transfer date, renumbered for OCC. interest-paying demand deposit account (DDA). .• Eliminate OCC preemption rules for operating • Dodd-Frank Act allows DDA interest, and no limit on subsidiaries of national banks, apply to thrifts. insurance for non-interest transaction a/c’s.• Remove preemption of State law that obstruct, impair • If bank pays DDA interest after July 21, notify client that or condition powers of a national bank. no longer has unlimited insurance.• Recognize State AG’s enforcement in court of non- • No specific requirements as to form of notice, but act preempted State laws vs. national banks. reasonably, comply with State, U.S. law. Regulatory Risk Report: : June 1, 2011 2
  3. 3. U.S. InvestmentSEC Whistleblower and Bad Actors Rules FINRA Suitability Rule Extension and FAQOn May 25, SEC voted 3-2 to adopt whistleblower rules On May 18, FINRA issued FAQ and new effective date forunder Dodd-Frank Act, effective in 60 days. know-your-customer and suitability rules.• Pay awards to whistleblowers who voluntarily provide • New implementation date July 9, 2012, allows firms to SEC with information on a violation. update procedures, systems, training.• If leads to successful enforcement over $1M, SEC will • Does not require firm to update all its existing account pay whistleblower 10-30% of funds. documentation by the effective date.• Will pay for original information from whistleblower’s • Does not require any explicit documentation, and independent knowledge or analysis-not public. allows a firm to take risk-based approach.• Can first report information to firm’s internal whistle- • Guidance re new customer factors: investment blower, legal, or compliance process. experience, age, time-horizon, liquidity, risk.• Compliance and internal audit staff qualify if prevent • A customer with many accounts at a firm can have substantial injury or firm is impeding. different investment profile across them.• Treat employee as whistleblower from date of internal • Strategy includes recommendation, even if not on an report-if also give to SEC in 120 days. explicit security, includes security-hold.• Simpler procedure for submitting information via single- • Recommended hold if financial advisor explicitly tells form and making claim after action. client not to sell (excludes implicit action or silence).Bad Actor Issuers • Hold recommendation not create ongoing duty to monitor or make further recommendations.• Also proposed disqualify a securities offering by felon, bad actor from Rule 506 safe harbor. • Hold riskier if on short-term security, or client is concentrated, or is inconsistent with profile.• Limits Reg D registration exemption if issuer has a criminal conviction, injunction or order. • Financial advisor must still perform diligence and suitability, even if approved by firm’s product• Also covers directors, officers, partners, 10% beneficial committee. owners and promoters of the issuer.SEC,CFTC Commissioners, Risk-Fin HeadIn May, President Obama nominated Mark Wetjen toCFTC, Luis Aguilar, Dan Gallagher to SEC.On May 20, SEC named Craig Lewis of VanderbiltUniversity as RiskFin director and chief economist.MSRB Variable Rate Security TransparencyOn May 16, MSRB raised transparency on EMMA for munivariable rate demand obligations-VRDO.• VRDO liquidity facility documents, letters of credit and FINRA New Issue Allocation Rule Extended standby bond purchase agreements.• Identity of securities’ tender agent, amount of VRDO On May 18, SEC approved FINRA new issue rules on held as bank bond, or if held by others. allocation, distribution to delay implementation.• Bidding information for auction rate securities (ARS) . Effective September 26 (had been May 27), to allow • with description of auction procedures. process to identify new issue orders, spinning.• How ARS interest rate for a successful auction • Prohibits firm accepting market order in share of new determined, a bid-to-cover ratio for each ARS. issue prior to trading commencement.• MSRB Rules G-8, G-34(c) effective May 16, requires • Simplifies spinning rule that had banned IPOs in new information collected by dealers. account of investment bank client’s officer.• Collect and disseminate via MSRB Short-term • Relies on firm written policies and procedures for obligation rate transparency -SHORT system. compliance with the spinning prohibitions. Regulatory Risk Report: : June 1, 2011 3
  4. 4. Rating AgenciesSEC Credit Ratings Rules ESMA Extends Use of Non-EU RatingsOn May 18, SEC proposed rules for transparency and On May 18, ESMA extended use of credit ratings from non-integrity of credit ratings, under Dodd-Frank Act. EU countries not yet judged equivalent.• Enhances SEC rules on nationally recognized • Guidelines on endorsing ratings issued outside the EU, statistical rating organizations (NRSROs). if regime is as-stringent-as that in EU.• NRSRO to file an annual report assessing the • EU CRA can continue to issue non-EU ratings after effectiveness of its internal control structure. June 6 for three months and may extend to six.• NRSRO c ompliance officer to submit annual report on • June 6 is original date for ESMA registration, but delay compliance with laws and policies. in process mean this will not be met.• Address conflicts by prohibiting rating analyst from • Extension periods given to avoid potential for EU sales and marketing of NRSRO products. market disruption or financial instability.• Establish training, experience and competence • EU financial institutions may also continue to rely on standard for analysts, cover complex products. non-EU rating for capital calculations.• Test analysts on rating procedures, require one • Japan approved, reviewing equivalence of US after involved in rating to have three years experience. Dodd-Frank Act, Australia, and Canada.Methodology • Will be flexible in assessing third-country rule that do not need to be identical to those in EU.• Require NRSRO to have policies to strengthen • ESMA chair Maijoor addressed the Bundestag on role methodology used to determine credit ratings. as direct supervisor of CRA from July.• Ensure that board of directors approves them.• Make major methodology change consistently and update its surveillance in reasonable time.• Publish notice of all material changes to rating methodologies, or discovery of errors in these.• Disclose which version of methodologies are used with respect to a particular credit rating.Look-Back• Review rating if NRSRO staff is then hired by an entity, issuer or underwriter that was rated.• If look-back review identifies any conflicts of interest, put rating on credit-watch, and revise.ABS Due Diligence ESMA Rating Agencies Fees• Proposed third-party ABS due diligence firm to provide On May 17, ESMA advised EC on new fees for its certification to NRSRO on work, conclusions. registration and licensing of credit rating agencies.• Require it to be made public by NRSRO, or if it does not by issuer or underwriter of security. • Fees are based on costs to ESMA to carry out CRA supervision, certification or registration.Transparency • Supervisory fee: based on audited turnover of CRA• Publish information on history of firm ratings, as well as relative to total of all CRAs, at least €5K. information on methodologies used. • Annual supervisory fee payable in two pieces, first at• Publish form with each rating on methodology and end of February, second by September. provide to all persons that access a rating. • Registration fee: based on bands per number of CRA• Include all ratings outstanding June 26, 2007, and employees, to reflect firm complexity. subsequent actions taken on those ratings. • Fee range €2K- €150K, also depends if a CRA rates• NRSRO may stop disclosing rating history no earlier structured finance, branches, or endorses. than 20 years after rating is withdrawn. • Certification fee: of €2K-15K for third-country regulated CRAs, then supervisory fee of €5K. Regulatory Risk Report: June 1, 2011 4
  5. 5. EUShort-Selling and CDS Regulation OTC Derivatives EMIR RegulationOn May 17, EU Council approved short selling and CDS On May 24, EU Parliament panel approved rule on OTCrule, aim for Parliament agreement on June 6. derivatives, swap clearing, trade repositories.• Covers short-selling in all financial instrument types • Contracts done after rule effective, need to be cleared proportionate to the potential risk posed. through central counterparties (CCPs).• Anyone entering a short sale must, at the time, have • ESMA to assess the types of derivatives that will be borrowed instrument or agreed a borrow. subject to a central clearing obligation.• EU listed company shares to have two-tiers of • ESMA to also authorize new CCPs in market, and be transparency of significant net short positions. allowed to perform on-site inspections.• At lower threshold, notify position privately to regulator, • Report all OTC contracts to trade repositories, and so higher threshold-disclose to market. be accessible to supervisory authorities.Sovereign Debt and CDS • Agree with G20 to only apply clearing to OTC derivative, reporting applies to all derivatives.• Net short positions in sovereign debt of issuers in EU always privately disclosed to regulators. • Interoperability between clearers for traders to choose where trades clear limited to securities.• Also notify positions in credit default swap or CDS if related to an EU sovereign debt issuer. • CCP has to function per standards for three years to apply for EU interoperability authorization.• Short sale tests not applied to sovereign debt if is to hedge a long position in debt of an issuer. • Rule goes to full Parliament for a vote July 5.• If liquidity of its sovereign debt falls, national authority may suspend restriction on its shorts.• If a stability threat, authority can impose more restrictions on derivatives, CDS, short-selling.• ESMA intervention power if threat to stability, to first consult nation on sovereign short sales.• No proposed ban on use of uncovered CDS on government bonds, EU Parliament still backs.Backstop for Banks that Fail Stress TestOn May 17, EU Council required States to preparebackstop measures for all banks that fail stress test. Deposit Insurance Directive• Covers banks that fail to meet the threshold of five On May 23, EU Parliament panel approved higher €100K percent Core Tier 1 capital ratio defined by EBA. bank deposit insurance and State discretion.• Banks above five percent but close to threshold subject to enhanced prudential scrutiny, remediation. • Schemes full 1.5 % funded in 15 years instead of EC’s• Require bank’s plan to address three months after proposed ten, payouts in five days, not seven. results, and to implement by November 2011. • More scheme funds for measure to keep bank• Include audits, reporting, monitoring, capital- functional, higher fee on banks with most risk. conservation, capital-raising, risk mitigation. • Inform customer if deposit not guaranteed and offer• Also restructuring non-core activities, sale or transfers withdrawal, disclose detail on statement. of assets, merger, orderly resolution. Hedge Fund DirectiveEC Reminds Countries to Implement CRD3 On May 13, EU Parliament, Council issued revisedOn May 19, EC requested Greece, Italy, Poland, Portugal, Alternative Investment Fund Managers Directive.Slovenia and Spain to notify measures in two months to • AIFMD hedge funds directive expected to be soon beimplement capital and remuneration rules, as per CRD III, adopted by EU Council of Ministers.that was effective on January 1. • ESMA policy on implementing measures for AIFMD, industry seeks minimum of guidance. Regulatory Risk Report: : June 1, 2011 5
  6. 6. UKConsumer Complaint Handling Rules Prudential Regulation Authority ApproachOn May 27, FSA issued complaints-handling rules to raise On May 19, Bank of England/FSA issued paper on new UKstandards that are effective from late 2011. Prudential Regulation Authority (PRA).• End two-stage complaint rule, so firms resolve fairly • How PRA will approach supervision of banks, building and do not first dismiss, from July 2012. societies, investment firm from 2013.• Firms to identify senior individual responsible for • Subsidiary of Bank, but will build on intensive complaint handling, from September 2011. approach that FSA has adopted after the crisis.• Guidance on root cause analysis of complaints and • Focused objective is to promote UK financial stability, based on forward looking judgments. taking account of ombudsman’s decisions. • Paper discussed at London conference, with• Financial ombudsman (FOS). customer awards limit up speeches by Hector Sants and Andrew Bailey. from £100K to £150K, from January 2012. • PRA approach to insurance companies will be addressed in a separate paper issued in June.Insurance Bill Information Onus on IssuersOn May 17, UK introduced bill to radically change therelationship of consumers, insurance-providers.• Consumer insurance disclosure representation bill , was recommended by Law Commission.• Current law imposes duty on consumers to tell insurers anything that would influence policy.• Requires insurers to ask specific questions and information on customers, before issue policy.• Consumer insurance was subject to code, FSA rules, and FOS, so overlap and inconsistency.Trade Reporting of Exchange DerivativesOn May 18, FSA proposed guidance for reporting of OFT Reviews Audit Market for Competitionderivative transactions via exchange platforms. On May 17, OFT may refer issues in audit market• Products traded on platforms, off-order-book, e.g. , competition to the UK Competition Commission. Bclear and Turquoise, should be reported.• Applies whether or not derivatives fungible or differs • First discuss if remedies exist that could allow the from exchange’s standardized product. Commission to resolve these problems.• Rule now requires trade on exchange platform be • Audit market for large firms concentrated to 4 firms, reported as OTC if non-standard derivative. significant barriers to entry, switching.• FSA Market Watch update on Zen monitoring system • OFT will conduct roundtables and bilateral discussions as a replacement of its Sabre II system. with parties in May and June. • Follows review of audit market by House of LordsUnrated Securitizations to Require Ratings Select Committee on Economic Affairs.On May 23, FSA proposed guidance on calculating risk- UK Principles to Implement EU legislationweighted exposures on unrated securitizations. On May 23, UK issued guidance for governments• For firms using Supervisory Formula Method on a principles on EU measures, aim to end goldplating. securitisation as an originator or sponsor.• Concerned use of SFM undermines significant risk • Look at cumulative impact, argue alternatives to regulation if possible, exert UK influence. transfer requirement via reduced weights.• To prevent disproportionate risk transfer, firm must • Copy out transposition if available, except if doing so would adversely affect UK interests. obtain public rating on retained tranches.• Use Ratings based approach (RBA) instead of SFM on • Measures come into force on (not before) the directive deadline, unless compelling reasons. positions, except if approved by FSA. Regulatory Risk Report: : June 1, 2011 6
  7. 7. InternationalIOSCO Dark Liquidity Principles HK Short Position ReportingOn May 20, IOSCO issued final principles on dark liquidity On May 25, HK SFC proposed legislation to effect the shortto assist authorities in dealing with issues. position reporting regime, issued in 2010.• Issues: transparency, price-discovery, market • Report short position of 0.02% of share capital or value fragmentation, trade intention, access, volume. of $30M if lower, on a weekly basis.• Minimize adverse impacts on price-discovery, by • Covers stocks of Hang Seng Index, HS China promoting pre-and post-trade transparency. Enterprises Index, financial stocks set by SFC.• Encourage priority for transparent orders, and • Beneficial owner of short position responsible for consolidate information on trade-transparency. reporting on SFC’s template, weekly basis.• Regulatory access over information to monitor dark • Publish aggregated short position of all stocks pools and orders, for market surveillance. anonymously, one week after receipt of report.• Participants to have information to understand how • Report gross position, exclude OTC trades and their orders will be handled and executed. derivatives, groups to separate by legal entity.• Vary implementation per platform so regulator will not • Reporting may be tightened in a contingency, comment always require full trade transparency. by June 30, -then issue effective date.FSB Peer Review of Compensation PracticeOn May 18, FSB began second peer review on country andfirm implementation of compensation practice.• First pay review in 2010 concluded issues not resolved, implementation far from complete.• Survey regulators and a sample of major firms using a set questionnaire, complete by autumn.• Seek feedback on firm’s experiences on pay re gaps, challenges, best practices, by June 15.• Questions on new laws and rules, supervision, level of implementation, global co-operation.• Follows Basel final report on the alignment of bank HK Mutual Funds and Investment Assurance remuneration with risk and performance. On May 13, HK SFC and HKMA issued guidance on mutual funds, and investment-linked assurance.G-8 Leaders Summit Aid for ‘Arab Spring’ • For existing funds and ILAS that continue to beOn May 26-27, G8 leaders summit in Deauville on finance marketed to HK public after June 25, 2011.and political reforms, aid for Arab Spring. • Managers provide product key facts statement (KFS)• Committed to G20 policy on financial sector reform, and revised offering document (ROD). mitigating commodity price volatility. • Existing fund/ILAS without KFS/ROD cannot be• Agreed $20B aid , $3.5B for Egypt, Tunisia, EBRD to marketed or accept investor subscriptions. focus on Africa, was backed by US. • Funds do not submit KFS/ROD to SFC review but ILAS schemes need have them authorized.IMF Seeks New MD, Lipsky Acting Director HK Mystery Shopping Program FindingsOn May 18, IMF said John Lipsky acting MD afterresignation of Strauss-Kahn. On May 24, HK SFC and HKMA issued guidance from• Fund has issued press release on the process of mystery shopping program on sales practices. selecting a new Managing Director. • Deficiencies include lack of understanding of• US Treasury seeks open process with emerging recommended products, and of HK SFC rules. markets for prompt succession. • Inadequate explanation of the features and/ or disclosure of risks on recommended products. Regulatory Risk Report: : June 1, 2011 7
  8. 8. AML & EnforcementUS, Europe Sanctions on Syria UK BoS Pays £20M for Complaint HandlingOn May 18, President Obama signed an Executive Order On May 25, FSA settled with the Bank of Scotland (BOS)imposing sanctions on government of Syria. for allegedly mishandling retail product complaints.. Against Syrian President Bashar al-Assad and six• • 2,592 complaints, many from older customers who other senior officials of that Government. lacked experience of investment product.• Treasury also designated10 Syrian individuals and • Firm wrongly rejected many of these, internal review entities under executive order of April 29. found 45% should have been upheld.• Property in US or under control of US persons blocked, • Were not investigated or assessed competently and prohibits from transacting with them. fairly, or if investments suitable for client.• On May 9-18, Syria sanctions were announced by the • Firm to pay £17M compensation and £3.5M penalty, EU and by FINMA in Switzerland. follows FSA bank complaint review.SEC First Deferred Prosecution, for FCPA FINRA Disciplinary Actions DatabaseOn May 17, SEC entered first deferred prosecution . May 16, FINRA launched Disciplinary Actions Online Onagreement, with Tenaris, to reward its cooperation. database for transparency of enforcements.• Violated foreign corrupt practices act (FCPA) by bribing • Search for actions by case number, type, date, or Uzbekistan government officials. individual or firm name and CRD number.• The firm informed SEC that its internal review • Acceptance, waiver and consent -AWC, NAC discovered FCPA violations by Uzbek staff. decisions, settlements, hearings, complaints.• Firm cited for self-reporting, full cooperation with SEC, • BrokerCheck report links to actions in system, as will enhanced procedures, and training. Monthly Disciplinary Actions in June.• Firm to pay $5.4M disgorgement and $3.5M penalty to • On May 17, 2011, Enforcement head Bennett spoke at DoJ in non-prosecution agreement. SIFMA on increased actions in 2011. Reg-Room © Reg-Room LLC. Reg-Room and the accompanying design are registered trademarks of Reg-Room LLC. All rights reserved. The information contained in this document should not be copied or further distributed without permission, and does not constitute legal advice. Contact and Subscription Information Nick Paraskeva Reg-Room, LLC (001) 212-217-0403 Photo images: Denise Jones Adler Regulatory Risk Report: : June 1, 2011 8
  9. 9. Deloitte ContactsBanking Insurance Investment Management SecuritiesJohn Graetz Steven Foster Elizabeth Krentzman Michael JamrozPrincipal Director Principal PartnerDeloitte & Touche LLP Deloitte & Touche LLP Deloitte & Touche LLP Deloitte & Touche LLP+1 415 783 4242 +1 804 697 1811 +1 202 370 2330 +1 202 879 mjamroz@deloitte.comThis publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment,legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as abasis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you shouldconsult a qualified professional advisor.Deloitte shall not be responsible for any loss sustained by any person who relies on this publication.Material contained in this document is based on publically available information or otherwise attainable from public sources.About DeloitteAs used in this document, “Deloitte” means Deloitte LLP and its subsidiaries. Please see for a detailed description of thelegal structure of Deloitte LLP and its subsidiaries. Certain services may not be available to attest clients under the rules and regulations of publicaccounting.