SEC Issues Final Rule Establishing Standards of Conduct for Broker-Dealers and Interpretation of the Fiduciary Duty of Investment Advisers

Sullivan & Cromwell LLP - July 5, 2019

On June 5, 2019, the SEC voted 3 to 1 to approve a package of rules and interpretations designed “to enhance the quality and transparency of retail investors’ relationships with investment advisers and broker-dealers.” The rules and interpretations finalize proposals that were released by the SEC on April 18, 2018. The package comprises two rulemakings and two interpretations which include: (1) a new rule establishing a standard of conduct for broker-dealers when making a recommendation to a “retail customer”; (2) an interpretation regarding the standard of conduct for investment advisers under the Advisers Act; (3) new and amended rules under the Exchange Act and the Advisers Act that require broker-dealers and registered investment advisers to provide a brief relationship summary to retail investors in a prescribed format; and (4) an interpretation of section 202(a)(11)(C) of the Advisers Act, which excludes from the definition of “investment adviser” any broker or dealer that provides advisory services “solely incidental” to the conduct of the broker-dealer’s business for no special compensation.