SEC Proposes New Rules Defining “Dealer” Status: Proposal Seeks to Clarify When Unregistered Firms Engaged in Market-Making and Liquidity-Providing Activities May Need to Register as Dealers

SEC Proposes New Rules Defining “Dealer” Status: Proposal Seeks to Clarify When Unregistered Firms Engaged in Market-Making and Liquidity-Providing Activities May Need to Register as Dealers

Client Alert

Related Documents

Related Solutions

WilmerHale’s broker-dealer team draws on its intricate knowledge of the regulatory landscape to advise the world’s leading financial market participants.
WilmerHale has played a leading role in shaping the rules that govern the financial services industry in the United States.
Representing FinTech clients throughout their lifecycles.
WilmerHale’s Investment Management Group provides sophisticated legal and regulatory advice to investment advisers, private fund sponsors, registered funds, and their independent trustees.
Offering a sophisticated, full-service solution to private equity sponsors and entrepreneurs, from initial investment to exit.
WilmerHale has a record of success at all stages of enforcement proceedings—from informal inquiries to litigation.
WilmerHale has defended clients in hundreds of class, derivative, shareholder and individual actions alleging securities fraud, breach of fiduciary duty and other corporate misconduct.

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 clarify certain aspects of the definitions of “dealer” and “government securities dealer.” In particular, the SEC seeks to further define the phrases “as a part of a regular business” and “own account,” as used in the statutory definitions of “dealer” and “government securities dealer.” As further explained in this client alert, the definitions of these phrases have been key for certain market participants in determining that registration as a “dealer” was not required.

Read the full alert.

Authors

Notice

Unless you are an existing client, before communicating with WilmerHale by e-mail (or otherwise), please read the Disclaimer referenced by this link.(The Disclaimer is also accessible from the opening of this website). As noted therein, until you have received from us a written statement that we represent you in a particular manner (an "engagement letter") you should not send to us any confidential information about any such matter. After we have undertaken representation of you concerning a matter, you will be our client, and we may thereafter exchange confidential information freely.

Thank you for your interest in WilmerHale.

I Accept Cancel