On February 10, 2016, the US Securities and Exchange Commission adopted rules applicable to non-US firms engaging in crossborder security-based swap activities. Under the final rules, a non-US company that arranges, negotiates or executes a securitybased swap transaction in connection with its dealing activity using personnel located in a US branch or office must count that transaction when determining eligibility for the de minimis exception to the security-based swap dealer registration requirement. A non-US firm must include such transactions in its de minimis threshold calculation together with security-based swap transactions connected with its dealing activity where its counterparty is a US person. Compliance with the rules is not required until the latest of either 12 months following publication in the Federal Register or the “SBS Entity Counting Date,” as specified in the SEC’s SBS Entity Registration adopting release.
The SEC press release is available at: http://www.sec.gov/news/pressrelease/2016-27.html.
The full text of the final rules is available at: http://www.sec.gov/rules/final/2014/34-72472.pdf.