Cross-Border Security-Based Swap Requirements: The SEC Proposes Amendments and Interpretive Guidance Addressing the Cross-Border Application of Certain Security-Based Swap Requirements

Sullivan & Cromwell LLP - May 29, 2019
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The Securities and Exchange Commission has proposed rule amendments and interpretive guidance addressing the cross-border application of certain security-based swap requirements of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Specifically, the release addresses four  key areas: proposed guidance and rule changes to address how certain requirements under Title VII will apply to security-based swap transactions between two non-U.S. persons that have been “arranged, negotiated or executed” by personnel of one of the parties located in the U.S.; proposed guidance related to the certification and opinion of counsel requirements; proposed amendments related to the application of the relevant SEC statutory disqualification provisions to non-U.S. persons; and proposed modifications to proposed Rule 18a-5 providing certain exemptions to questionnaire requirements.