On February 6, 2024, the Securities and Exchange Commission voted 3 to 2 to adopt Rules 3a5-4 and 3a44-2 under the Exchange Act to require additional market participants, including certain proprietary trading firms, private funds and investment advisers, to register with the SEC as dealers or government securities dealers. In response to comments, and in a significant departure from the proposed rules, the Final Rules omit the proposed quantitative standard and one of the proposed qualitative standards, though the Commission did adopt the other two proposed qualitative standards. The Final Rules and related adopting release also provided additional guidance regarding some of the key terms and concepts, including the “own account” definition. The Final Rules will become effective 60 days following the date of publication of the adopting release in the Federal Register. The compliance date for the Final Rules is one year after the effective date.
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