On October 19, 2022, the Committee submitted a comment letter to the Securities and Exchange Commission (the “SEC”) regarding its proposal to reshape the definitions of “dealer” and “government securities dealer” under the Securities Exchange Act of 1934 (the “Proposal”).

The letter begins by briefly summarizing the Proposal. It then describes each of our five major concerns. It concludes by recommending that the SEC defer finalizing the Proposal until the SEC has provided a full analysis of its statutory foundations and of the Proposal’s costs and benefits. At a minimum, the Proposal should be revised to omit the proposed quantitative test, significantly clarify the qualitative tests, and exempt advisers and private funds from the Proposal.

The full letter is available here.