175 
‘‘(1) PRIMARY ENFORCEMENT AUTHORITY.— 
‘‘(A) SEC.—Except as provided in sub-
section (b), the Commission shall have primary 
authority to enforce the provisions of the 
amendments made by subtitle B of the Over- 
the-Counter Derivatives Markets Act of 2009 
with respect to any person. 
‘‘(B) 
PRUDENTIAL
REGULATORS.—The 
Prudential Regulators shall have exclusive au-
thority to enforce the provisions of subsection 
(e) and other prudential requirements of this 
Act with respect to banks, and branches or 
agencies of foreign banks that are security- 
based swap dealers or major security-based 
swap participants. 
‘‘(C) REFERRAL.—If the Prudential Regu-
lator for a security-based swap dealer or major 
security-based swap participant has cause to be-
lieve that such security-based swap dealer or 
major security-based swap participant may have 
engaged in conduct that constitutes a violation 
of the nonprudential requirements of section 
15F or rules adopted by the Commission there-
under, that Prudential Regulator may rec-
ommend in writing to the Commission that the 
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176 
Commission initiate an enforcement proceeding 
as authorized under this Act. The recommenda-
tion shall be accompanied by a written expla-
nation of the concerns giving rise to the rec-
ommendation. 
‘‘(D) BACKSTOP ENFORCEMENT AUTHOR-
ITY.—If the Commission does not initiate an 
enforcement proceeding before the end of the 
90 day period beginning on the date on which 
the Commission receives a recommendation 
under subparagraph (C), the Prudential Regu-
lator may initiate an enforcement proceeding as 
permitted under Federal law. 
‘‘(2) CENSURE, DENIAL, SUSPENSION; NOTICE 
AND
HEARING.—The Commission, by order, shall 
censure, place limitations on the activities, functions, 
or operations of, or revoke the registration of any se-
curity-based swap dealer or major security-based 
swap participant that has registered with the Com-
mission pursuant to subsection (b) if it finds, on the 
record after notice and opportunity for hearing, that 
such censure, placing of limitations, or revocation is 
in the public interest and that such security-based 
swap dealer or major security-based swap partici-
pant, or any person associated with such security- 
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177 
based swap dealer or major security-based swap par-
ticipant effecting or involved in effecting trans-
actions in security-based swaps on behalf of such se-
curity-based swap dealer or major security-based 
swap participant, whether prior or subsequent to be-
coming so associated— 
‘‘(A) has committed or omitted any act, or 
is subject to an order or finding, enumerated in 
subparagraph (A), (D), or (E) of paragraph (4) 
of section 15(b); 
‘‘(B) has been convicted of any offense 
specified in subparagraph (B) of such para-
graph (4) within 10 years of the commencement 
of the proceedings under this subsection; 
‘‘(C) is enjoined from any action, conduct, 
or practice specified in subparagraph (C) of 
such paragraph (4); 
‘‘(D) is subject to an order or a final order 
specified in subparagraph (F) or (H), respec-
tively, of such paragraph (4); or 
‘‘(E) has been found by a foreign financial 
regulatory authority to have committed or omit-
ted any act, or violated any foreign statute or 
regulation, enumerated in subparagraph (G) of 
such paragraph (4). 
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178 
‘‘(3) With respect to any person who is associ-
ated, who is seeking to become associated, or, at the 
time of the alleged misconduct, who was associated 
or was seeking to become associated with a security- 
based swap dealer or major security-based swap par-
ticipant for the purpose of effecting or being in-
volved in effecting security-based swaps on behalf of 
such security-based swap dealer or major security- 
based swap participant, the Commission, by order, 
shall censure, place limitations on the activities or 
functions of such person, or suspend for a period not 
exceeding 12 months, or bar such person from being 
associated with a security-based swap dealer or 
major security-based swap participant, if the Com-
mission finds, on the record after notice and oppor-
tunity for a hearing, that such censure, placing of 
limitations, suspension, or bar is in the public inter-
est and that such person— 
‘‘(A) has committed or omitted any act, or 
is subject to an order or finding, enumerated in 
subparagraph (A), (D), or (E) of paragraph (4) 
of section 15(b); 
‘‘(B) has been convicted of any offense 
specified in subparagraph (B) of such para-
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179 
graph (4) within 10 years of the commencement 
of the proceedings under this subsection; 
‘‘(C) is enjoined from any action, conduct, 
or practice specified in subparagraph (C) of 
such paragraph (4); 
‘‘(D) is subject to an order or a final order 
specified in subparagraph (F) or (H), respec-
tively, of such paragraph (4); or 
‘‘(E) has been found by a foreign financial 
regulatory authority to have committed or omit-
ted any act, or violated any foreign statute or 
regulation, enumerated in subparagraph (G) of 
such paragraph (4). 
‘‘(4) It shall be unlawful— 
‘‘(A) for any person as to whom an order 
under paragraph (3) is in effect, without the 
consent of the Commission, willfully to become, 
or to be, associated with a security-based swap 
dealer or major security-based swap participant 
in contravention of such order; or 
‘‘(B) for any security-based swap dealer or 
major security-based swap participant to permit 
such a person, without the consent of the Com-
mission, to become or remain a person associ-
ated with the security-based swap dealer or 
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180 
major security-based swap participant in con-
travention of such order, if such security-based 
swap dealer or major security-based swap par-
ticipant knew, or in the exercise of reasonable 
care should have known, of such order. 
‘‘(5) RECOGNITION OF COMPARABLE NON-U.S. 
REGULATION.—The Commission, in consultation 
with the Secretary of the Treasury, the Commodity 
Futures Trading Commission and the Prudential 
Regulators, shall adopt rules exempting from reg-
istration and the other requirements of title I of the 
Over-the-Counter Derivatives Market Act of 2009 
foreign financial institutions that the Commission 
finds are subject to comparable regulation in the fi-
nancial institution’s home country.’’. 
SEC. 155. REPORTING AND RECORDKEEPING. 
(a) IN GENERAL.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a, et seq.) is amended by inserting 
after section 13 the following section: 
‘‘SEC. 13A. REPORTING AND RECORDKEEPING FOR CER-
TAIN SECURITY-BASED SWAPS. 
‘‘(a) IN GENERAL.—Any person who enters into a se-
curity-based swap and— 
‘‘(1) did not clear the security-based swap in 
accordance with section 3A; and 
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