Key takeaways

• The SEC has adopted final rules to address whether security-based swaps (“SBSs”) engaged in by a non-U.S person that are arranged, negotiated or executed by its U.S. personnel should be counted against the de minimis threshold for security-based swap dealer (“SBSD”) registration.
• The SEC has stated that the focus is on market-facing activities of U.S. personnel and also provided some guidance on the interpretation of “arranging, negotiating, or executing” an SBS.
• The compliance date for the final rules is the later of (1) February 21, 2017 or (2) the date that is two months prior to the date on which an SBSD must register.