As registration deadlines approach under the US Securities and Exchange Commission's (SEC) new security-based swap dealer (SBSD) rules, financial market participants must navigate a period of rigorous impact assessment, project planning, resourcing and implementation to ensure meaningful compliance. While firms' existing Commodity Futures Trading Commission (CFTC) swap dealer programs provide a useful reference point as they prepare for the upcoming SBSD compliance and registration dates, significant effort will likely be required to meet the broad variety of requirements introduced by the SEC's new swap dealer rules. WilmerHale's experienced securities and financial regulatory lawyers closely follow the SEC's development and implementation of its SBSD framework and stand ready to assist clients in meeting these new requirements.

Our SEC and CFTC Experience

WilmerHale's securities and financial services lawyers have extensive experience advising broker-dealers, banks, swap dealers and other financial market participants on US securities and derivatives regulatory, transactional and enforcement issues, including complex matters that involve the overlapping jurisdiction of securities and futures regulations. With a dozen former SEC officials among our ranks, as well as a former division-level chief counsel of the CFTC, we are well equipped to guide organizations as they work to accommodate the new regulatory regime for security-based swaps, and have recently advised clients on meeting the requirements of CFTC rules regulating the swaps marketplace in the wake of the Dodd-Frank Wall Street and Consumer Protection Act.

As organizations respond to the new SBSD rules, we are able to assist with every facet of their compliance programs, including:

• Registration: The window of time leading up to the October 2021 registration deadline for security-based swap dealers, major security-based swap participants and broker-dealers is narrowing. We frequently liaise with the SEC staff and can assist prospective registrants as they engage with the SEC, move through the model approval process, and finetune their programs in preparation for registration.
• Regulatory questions: Responding to the new SBSD rules will mean managing a complex range of new disclosure, reporting, notification and recordkeeping requirements, many of which differ from those introduced under the previously implemented CFTC swap dealer rules. We can assist with questions that arise at every stage as organizations parse the available SEC guidance.
• Trade documentation: Our team can advise clients as they tailor trading documentation, policies and procedures to the SEC's requirements.