What is a Broker-Dealer? - Davis Polk & Wardwell

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BROKER-DEALER REGULATION [B][1] Private Placement Agents [B][2] M&A Advisers [B][3] Business Brokers [C] Networking Arrangements [C][1] Banks [C][2] Insurance [D] Issuers and Their Associated Persons [D][1] Issuers [D][2] Associated Persons of Issuers [D][3] Issuers and Associated Persons in Demutualizations, Exchange Offers, Conversions, Proxy Solicitations [E] Bulletin Boards [F] ATSs and Securities Exchanges [G] Payroll Processing Services [H] Personal Service Companies [I] Other Service Providers to the Securities Industry, Broker-Dealers or Issuers [I][1] Communications Services [I][2] Confirmation and Other Processors [I][3] Transfer Agents and Stock Plan Services [I][4] Research Services [I][5] Accountants [J] Investment Advisers § 1A:3 What Is a Dealer? § 1A:3.1 Section 3(a)(5)(A) [A] Generally [B] Buying and Selling Securities for Own Account [C] Engaged in the Business § 1A:3.2 “Traders” versus “Dealers”—Section 3(a)(5)(B) [A] Generally [B] Funds As Traders [C] Issuers [D] Dealers in OTC Derivatives § 1A:4 What Is a Security? § 1A:4.1 Statutory Definition § 1A:4.2 Case Law on “Investment Contracts” [A] Generally [B] Investment of Money [C] Common Enterprise [D] Expectation of Profits [E] Solely from the Efforts of the Promoter or a Third Party § 1A:4.3 Case Law on “Notes” § 1A:4.4 OTC Derivatives [A] Case Law on Derivatives Prior to the Adoption of the Commodity Futures Modernization Act [B] CFMA—Section 3A, 15(i) 1A–2
What Is a Broker-Dealer? [C] The Dodd-Frank Wall Street Reform and Consumer Protection Act [C][1] New and Amended Definitions [C][1][a] “Swap,” “SBS” and “Security” [C][1][b] “SBS Dealer,” “SBS MSP” and “SBS SEF” [C][1][c] Broker-Dealer Registration Issues [C][2] The Volcker Rule and Swaps Pushout Rule § 1A:4.5 Security Futures § 1A:5 Exempted Securities § 1A:5.1 Generally § 1A:5.2 Government Securities [A] Definition [B] Regulation of Government Securities Brokers and Dealers § 1A:5.3 Municipal Securities [A] Definition [B] Regulation of Municipal Securities Dealers § 1A:5.4 Other Exempted Securities § 1A:6 Intra-State Broker-Dealers § 1A:7 Other Exemptions from Registration § 1A:7.1 Commercial Paper Dealers § 1A:7.2 Foreign Broker-Dealers Operating under Rule 15a-6 [A] Background [A][1] Pre-Rule 15a-6 Precedents [A][2] Jurisdictional Language in Section 15 and Section 30 [B] Rule 15a-6 [B][1] Generally [B][2] Unsolicited Transactions [B][3] Research [B][4] Rule 15a-6(a)(3) Arrangements [B][5] Rule 15a-6(a)(4) [C] Other Cross-Border Issues [D] SEC 2008 Proposal to Amend Rule 15a-6 § 1A:7.3 Mutual Recognition of Foreign Broker-Dealers § 1A:7.4 Banks [A] Pre-GLBA Background [B] Bank Brokerage Activities [B][1] Section 3(a)(4)(B) [B][2] Regulation R [B][3] Networking Arrangements [B][4] Trust and Fiduciary Activities [B][5] Sweep Accounts and Money Market Funds [B][6] Safekeeping and Custody [C] Bank Dealer Activities [C][1] Section 3(a)(5)(C) [C][2] Bank Riskless Principal Activities—Rule 3a5-1 (Broker-Dealer Reg., Rel. #9, 9/10) 1A–3
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What Is a Broker-Dealer? § 1A:3.2
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the requirements of section 11(a) o
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(iii) amends the definition of “s
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(vi) any agreement, contract, or tr
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SBS markets. In particular, with re
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What Is a Broker-Dealer? § 1A:6 Th
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(and foreign securities exchanges)
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