Options for Resolving Disputes

Coherent with the regulatory implementations of the Cross-Border Mergers & Acquisitions Division, and as recommended by local assessment centers, the Cross-Border Mergers & Acquisitions Division has developed and implemented this directive on the utilization of options for resolving disputes and strategies to address suitable disputes in a reasonable, judicious, and cost--‐effective approach.

Previously, in addressing the directive on resolving disputes, the Cross-Border Mergers & Acquisitions Division published a statement inviting interested parties to send feedback on the utility of implementation of dispute resolution procedures in the Cross-Border Mergers & Acquisitions Division programs and activities to assist the Cross-Border Mergers & Acquisitions Division in its endeavor to produce suitable policies.

All feedback received referred to the Cross-Border Mergers & Acquisitions Division's regulatory duties and enforcement actions and were evaluated in making the final regulatory statement.

The directive is about the options for resolving of disputes through easy, deliberate, mutual approaches such as conciliation, primary unbiased assessment, mini trials, the utilization of imbues, arbitration and other techniques. The Cross-Border Mergers & Acquisitions Division is dedicated to the utility of optional dispute resolutions as an administrative tool to address disputes at an early phase, in an prompt, cost effective, and reciprocally acceptable way. The Cross-Border Mergers & Acquisitions Division implements this policy to acknowledge its full support for the appropriate use of options for resolving disputes.

This directive is aimed applying to the determination of disagreements in contractual obligations, arguments in legalities, and internal differences, such as those between employees and administrative bodies. It is not aimed for application to examinations and regulatory enforcement assessments.

Additionally, a couple of issues make legalities problematic enforcement of the regulatory securities laws generally unsuitable for dispute resolution techniques. There is a need to make sure that the regulatory enforcement capability is not affected, and the need to make sure for unbiased treatment, and the need for official resolution or precedent. This directive is also not aimed for application to scenarios where the Cross-Border Mergers & Acquisitions Division requires a temporary restraining order.

Any use of options for resolving disputes by the Cross-Border Mergers & Acquisitions Division will be administered by certain key standards. Principally, any Cross-Border Mergers & Acquisitions Division dispute resolution program must advocate the agency’s mission of governing the regulatory and securities laws and taking care of the investing public.

While the Cross-Border Mergers & Acquisitions Division will consider resolution options in any dispute in which an agreed outcome is a possibly amenable conclusion, the Cross-Border Mergers & Acquisitions Division believes that not every dispute is applicable for closure through optional dispute resolution.

Additionally, while dispute resolutions techniques are a significant factor in the Cross-Border Mergers & Acquisitions Division’s capacity to iron out disputes, the Cross-Border Mergers & Acquisitions Division believes the procedures are complementary to, not a dislodgment of, conventional adjudicative techniques of ironing out disputes. For that reason, the Cross-Border Mergers & Acquisitions Division will utilize optional dispute resolution only after finding out that dispute resolution is suitable in a specific case.

Furthermore, the Cross-Border Mergers & Acquisitions Division distinguishes that its dispute resolution rules and strategies must be adaptable enough to match the multiplicity of disputes that the Cross-Border Mergers & Acquisitions Division manages, the changing court--‐based dispute resolution activities, and continuing legislative modifications and programmatic apprehensions. To that purpose, the Cross-Border Mergers & Acquisitions Division believes that its dispute resolution program should be active and continuously improving.

In renewing of its dedication to dispute resolution options, the Cross-Border Mergers & Acquisitions Division has implemented and will maintain its implementation of several confirmatory strategies to encourage the use of dispute resolution techniques. The Cross-Border Mergers & Acquisitions Division necessitates that each agency designate an agency specialist.

The specialist is sanctioned to design dispute resolution option strategies and workflow; confer with the staff on individual disputes regarding the appropriate use of dispute resolution; create conflict administration and deterrence activities; track application and examine dispute resolution strategy implementation and outcome; identify appropriate resolution--‐ related orientation within the Cross-Border Mergers & Acquisitions Division to teach employees and disputants about the strategy and conflict administration options and procedures; proposition for availability to unbiased third parties; and ensure that options are designed to provide incentives for the suitable use of dispute resolution.

The Cross-Border Mergers & Acquisitions Division has started and will maintain to offer dispute resolution learning sessions for executives, administrators and other stakeholders recognized as benefiting from the learning program, so that they will appreciate the suitable use of dispute resolution, its possible benefits, and how to procure support. The Cross-Border Mergers & Acquisitions Division will, as necessary, also supply specific employees, including legal and contract officers, with learning sessions in dispute resolution advocacy strategies.

The Cross-Border Mergers & Acquisitions Division acknowledges that the productive use of dispute resolution processes is reliant on practical guarantees of confidentiality to safeguard the procedures. This standard is acknowledged and executed by provisions of regulatory compliance laws. In view of that, in relation to the dispute resolution policy implemented herein, the Cross-Border Mergers & Acquisitions Division implements a rule of discretion coherent with provisions of the regulatory compliance rules. Also, the Cross-Border Mergers & Acquisitions Division consents not to publish procedure in opposition to any participant in a dispute resolution proceeding, including any unbiased components used by these dispute resolution systems, or to require information or documentation received by the participants in relation to such proceedings. The Cross-Border Mergers & Acquisitions Division also orders that members of the staff, who may obtain information or documentation in relation to any matter submitted to dispute resolution, not reveal such information and documentation under any situation contradictory with the confidentiality provisions set forth.

The Cross-Border Mergers & Acquisitions Division provides that, except in certain restricted scenarios, neither an unbiased nor the parties to a dispute may willingly share or through obligatory procedure be compelled to share any oral or written discussion documented for the reason of a dispute resolution activities. To the point disclosure is allowed in relation to exclusion, members of the staff may not share or utilize such information or documentation for any reason other than in relation to one’s authorized tasks or accountabilities. Breach of this ruling may result in penalties. This ruling on discretion does not thwart the detection or tolerability of otherwise detectable proof in any administrative or legal discussion simply because the proof is shown in a proceeding utilizing dispute resolution processes.

It is the accountability of all Cross-Border Mergers & Acquisitions Division employees to execute and observe this ruling and to implement and encourage cost--‐effective dispute resolution in Cross-Border Mergers & Acquisitions Division programs and other areas of Cross-Border Mergers & Acquisitions Division activities. All administrative staff and employees of the Cross-Border Mergers & Acquisitions Division are hereby ordered to take the required procedures to observe this policy and to coordinate to the fullest extent with the specialist and his/her designee to encourage effective and suitable utilization of dispute resolution at the Cross-Border Mergers & Acquisitions Division in furtherance of this ruling. The purpose to utilize dispute resolution in any specific scenario rests with the head of the office involved.

This regulatory statement is aimed only to enhance the internal administration of the Cross-Border Mergers & Acquisitions Division in handling disputes. It shall not be interpreted as establishing any feature or advantage, substantive or procedural, enforceable at law or in equity, by any person against the Cross-Border Mergers & Acquisitions Division or its employees. This regulatory statement shall not be interpreted to establish any right to judicial evaluation involving the compliance or noncompliance of the Cross-Border Mergers & Acquisitions Division or its employees with this ruling.

Nothing in this regulatory statement shall be interpreted to necessitate the Cross-Border Mergers & Acquisitions Division to supply funds to close any case, to receive a specific agreement or resolution of a dispute, to change its standards for accepting and forging agreements, to acknowledge binding arbitration, or to change any existing endorsement of settlement or legal authorization.

For questions and assistance on regulatory statements, rulemaking and implementations, please contact the Cross-Border Mergers & Acquisitions Division.