News & Analysis as of September 22, 2024

Securities Exchange Act › Market Participants

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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Potential Impact of the SEC’s Rulemaking Agenda on Crypto

WilmerHale on 3/18/2024

The current SEC administration has expressed the view that most crypto assets are offered and sold as securities and has proposed several rules that address “digital asset securities” or “crypto asset securities.” In this...more

The SEC’s Definition of a “Dealer” - End of the Road for DeFi, or Just Another Bump?

Latham & Watkins LLP on 2/28/2024

The SEC’s ambiguous rule could have a chilling effect both on decentralized finance and on the provision of liquidity to centralized crypto exchanges. The Securities and Exchange Commission (SEC) adopted a new rule on...more

SEC Adopts New Rules That Will Require More Market Participants to Register as Dealers

WilmerHale on 2/27/2024

On February 6, 2024, by a vote of 3-2 along party lines, the Securities and Exchange Commission (the SEC or the Commission) adopted Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (the Exchange Act), which...more

SEC Expands Statutory Definition of “Dealer” and “Government Securities Dealer”

Latham & Watkins LLP on 2/26/2024

SEC defines the phrase “as part of a regular business” to capture private funds and other market participants that take on liquidity-providing roles. The Securities and Exchange Commission (SEC) adopted new rules that...more

SEC Expands Dealer Definition to Capture Large Traders Regularly Providing Liquidity to the Markets

Goodwin on 2/12/2024

High-frequency traders, private funds, decentralized exchange automated market makers, and even state pension plans should consider whether the expanded dealer definition triggers the need to register as a securities dealer...more

Leash the Kraken: SEC Sues Kraken

Seward & Kissel LLP on 11/28/2023

On November 20, 2023, the SEC filed a complaint in the United States District Court for the Northern District of California against Payward, Inc. and Payward Ventures, Inc. which, together, do business as Kraken. The...more

SEC Division of Examinations Publishes 2024 Examination Priorities

BCLP on 11/14/2023

On October 16, 2023, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) published its annual Examination Priorities for 2024 (the “Exam Priorities”). Consistent with the...more

SEC "Gift" to the Industry: Four Market Structure Proposals, 3-2 Votes (In Part), but No Partridge in a Pear Tree

Goodwin on 12/16/2022

On December 14, 2022, the SEC proposed four separate equity market structure rulemakings, each of which, if adopted, will have significant effects on the markets and various industry participants. While designed to address...more

Is the SEC’s Expansion of the “Exchange” and “Dealer” Definitions Part of the Agency’s Crypto and DeFi Strategy?

Goodwin on 7/15/2022

In March 2022, the U.S. Securities and Exchange Commission proposed rules that would greatly expand the Exchange Act definition of “dealer” and essentially kill the distinction between dealers and traders long-recognized by...more

SEC Rule Proposal Seeks to Clarify “Dealer” Definition for Persons Engaging in Liquidity-Providing Activities

Mayer Brown Free Writings + Perspectives on 4/21/2022

Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants - On March 28, 2022, the U.S. Securities and Exchange Commission (“SEC”)...more

SEC Proposes to Expand Interpretation of “Dealer” and “Government Securities Dealer” Definitions

Latham & Watkins LLP on 4/12/2022

On March 28, 2022, the US Securities and Exchange Commission (SEC) proposed rules (Proposing Release) that would require securities market participants that engage in dealer-like activities - such as a proprietary trading...more

SEC Proposes New Rules Defining “Dealer” Status: Proposal Seeks to Clarify When Unregistered Firms Engaged in Market-Making and...

WilmerHale on 4/7/2022

On March 28, 2022, the Securities and Exchange Commission (SEC) proposed new Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (Exchange Act) (collectively, the Proposed Rules). The Proposed Rules seek to...more

SEC Proposes Changes to Regulation ATS for Communication Protocol Systems

Morgan Lewis on 2/16/2022

The US Securities and Exchange Commission (SEC) has proposed a sweeping expansion in how it defines securities exchanges to capture digital asset platforms, request-for-quote platforms, indication-of-interest platforms (IOI),...more

SEC Insider Trading Enforcement Highlights from 2021

WilmerHale on 12/28/2021

The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more

Will Hedge Funds Now Be Subject to SEC and FINRA Dealer Regulation?

Morgan Lewis on 8/25/2021

A recent US Securities and Exchange Commission (SEC) settled enforcement action that found that a hedge fund acted as an unregistered “dealer” has blurred the traditional line between dealers and traders. On August 17, 2021,...more

Digital asset securities: broker-dealer custody issues

Eversheds Sutherland (US) LLP on 1/13/2021

As 2020 came to a close, the issue of how digital asset securities can be custodied by US broker-dealers became clearer, at least from a regulatory standpoint. In a release issued pursuant to the Securities Exchange Act of...more

SEC Issues Guidance for Broker-Dealer Custody of Digital Assets

Latham & Watkins LLP on 1/13/2021

In a year-end change of course, the SEC identified the minimum steps that broker-dealers must take when acting as custodians of digital asset securities. On December 23, 2020, the US Securities and Exchange Commission (SEC)...more

SEC Adopts Rule Amendments and Guidance Addressing Cross-Border Application of Certain Security-Based Swap Requirements

WilmerHale on 2/13/2020

On December 18, 2019, the Securities and Exchange Commission (SEC) adopted a package of rule amendments, guidance and a related order to expand and improve the framework for regulating cross-border security-based swaps,...more

SEC Issues New Rules for Security-Based Swaps

Vedder Price on 1/28/2020

On December 18, 2019, the SEC adopted certain rule amendments to enhance the framework for regulating cross-border security-based swaps. Through this effort, the SEC established a broad security-based swap regulatory regime...more

SEC Proposes Modifications to Cross-Border Application of Security-Based Swaps Regime

A&O Shearman on 9/4/2019

The Securities and Exchange Commission (SEC) continues to take steps toward implementation of its security-based swap (SBS) dealer registration framework. A particular area of concern for market participants has been how the...more

SEC: Certain Initial Coin Offerings Are Securities Offerings

Latham & Watkins LLP on 7/28/2017

SEC’s investigative report sends clear message that virtual transactions using innovative technologies are subject to the application of securities laws. Introduction - On July 25, 2017, the US Securities and Exchange...more

SEC Adopts Regulation SCI

Morgan Lewis on 12/9/2014

On November 19, 2014, the U.S. Securities and Exchange Commission (SEC) unanimously adopted Regulation Systems Compliance and Integrity (Regulation SCI) under the Securities Exchange Act of 1934 (Exchange Act). Regulation SCI...more

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Securities Exchange Act › Market Participants

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