SEC Adopts Final Rules to Address Security-Based Swaps Fraud and Undue Influence Over Certain CCOs

In December 2021, the SEC released proposed rules (Proposed Rules) intended to prevent fraudulent, deceptive or manipulative conduct in connection with security-based swaps (SBSs); prohibit undue influence over the CCOs of SBS dealers and major SBS participants; and require persons with SBS positions exceeding a specified threshold to report certain information on their SBS positions to the SEC. On June 7, 2023, the SEC adopted the anti-fraud rule (Rule 9j‑1), with some modifications, and the prohibition on undue influence over CCOs. It did not, however, act on the proposed SBS reporting rule. Rule 9j‑1 will be an important additional tool to augment the SEC’s oversight of the SBS markets, according to the SEC’s final rules release (Final Rules). The Final Rules were published in the Federal Register on June 30, 2023, and took effect August 29, 2023. This article examines the Final Rules, noting the differences from the Proposed Rules, with insights from Fabien Carruzzo, partner at Kramer Levin. For other SEC swaps-related rulemaking, see “SEC Chair Gensler Discusses Swaps Risks and Regulation and Proposed Rules for Security‑Based Swap Execution Facilities” (Jun. 9, 2022).

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