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”) proposed two new rules – SEC Rules 3a5-4 and 3a44-2 (the “Proposed Rules”) – that would further define the phrase “as part of a regular business” in the definitions of “dealer” and “government securities dealer” in Sections 3(a)(5) and 3(a)(44) of the Securities Exchange Act of 1934 (the “Exchange Act”), respectively, requiring persons engaging in such activities, absent an available exception or exemption, to register as a dealer or government securities dealer pursuant to Sections 15(b) or 15C(a) of the Exchange Act.