U.S. Securities & Exchange Commission seeks comment on proposed USD 200 million Barclays Fair Fund plan covering NYSE ADR and London Stock Exchange share investors

The U.S. Securities & Exchange Commission published a Notice of Proposed Plan of Distribution and Opportunity for Comment for a Fair Fund funded by the USD 200 million civil penalty imposed in a settled administrative proceeding against Barclays PLC and Barclays Bank PLC. The proposed distribution would use a single claims process to compensate investors harmed by federal securities law violations who traded Barclays American depositary receipts (ADRs) on the New York Stock Exchange and Barclays ordinary shares on the London Stock Exchange. The plan would provide compensation for “Recognized Losses” incurred during the defined “Relevant Period” in the covered securities. In a separate statement accompanying the notice, Commissioner Hester M. Peirce questioned whether using Sarbanes-Oxley Act of 2002 Section 308(a) to compensate investors for losses from trading Barclays ordinary shares on a foreign exchange is consistent with the presumption against extraterritoriality, and raised policy concerns about compensating foreign-exchange investors given that any undistributed penalty amounts are deposited into the U.S. Treasury. The notice opens a public comment process on the proposed plan, and Commissioner Peirce invited feedback on the extraterritoriality analysis and on whether compensating foreign-exchange investors aligns with the Commission’s mission.