Stroock Special Bulletin
"'Arrange, Negotiate or Execute' – Guidance in SEC Final Rule on De Minimis Exception"
On February 10, 2016, the Securities and Exchange Commission ("SEC") released its final rule governing the cross-border application of the de minimis exception from designation as a security-based swap dealer. Under the final rule, a non-U.S. person will be required to include, in its calculations of whether it qualifies for such de minimis exception, security-based swaps that are arranged, negotiated or executed by personnel (or personnel of an agent) located in a U.S. branch or office.
This Stroock Special Bulletin focuses on the SEC's test for such arrangement, negotiation or execution.