The SEC’s final rule regarding price quotes and research reports relating to security-based swaps

Abstract

Purpose

This paper aims to summarize the requirements of a new US Securities and Exchange Commission (SEC) rule regarding certain communications relating to security-based swaps in the context of the SEC’s ongoing efforts to establish its regulatory regime for such swaps.

Design/methodology/approach

This paper provides a close analysis of an SEC final rule that provides that certain communications relating to security-based swaps will not constitute “offers” for purposes of Section 5 of the Securities Act of 1933, under which generally offers or sales of a security must be registered or made pursuant to an exemption from registration. The paper also analyzes the prospects for a general exemption from registration requirements for security-based swaps involving eligible contract participants, and it places the final rule in the context of the SEC’s broader efforts to establish its final rules for security-based swaps.

Findings

In addition to detailing the requirements of the final rule, this paper concludes that it is unlikely that the SEC will decide, generally, to exempt many security-based swaps from registration requirements, and that it is likely that a significant amount of time will elapse before the SEC finalizes most of its remaining rules for security-based swaps.

Originality/value

This paper contains valuable information regarding the regulation of security-based swaps in the context of securities regulation and the SEC’s other rules for such swaps.

Citation

Schwartz, J. (2018), "The SEC’s final rule regarding price quotes and research reports relating to security-based swaps", Journal of Investment Compliance, Vol. 19 No. 3, pp. 9-12. https://doi.org/10.1108/JOIC-04-2018-0030