SEC Rule 15a-6: Difference between revisions

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SEC Rule 15a-6 (view source)

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-Refers to [[Rule 15a-6]] under the {{t|Securities Exchange Act of 1934}}.
+{{a|brokerage|}}[[Rule 15a-6]] under the {{t|Securities Exchange Act of 1934}} provides conditional exemptions from [[broker-dealer]] registration for  [[foreign broker-dealer]]s that engage in certain specified activities with [[U.S. investor]]s including:
+*Effecting [[Reverse solicitation|unsolicited]] securities transactions;
+*Providing research reports to major U.S. institutional investors, and effecting transactions in the subject securities with or for those investors;
+*[[Solicitation|Soliciting]] and [[Effect|effecting]] transactions with or for U.S. institutional investors or major U.S. institutional investors through a “[[chaperoning broker/dealer]]”; and
+*Soliciting and effecting transactions with or for [[registered broker-dealer]]s, banks acting as [[broker/dealer]]s, certain international organizations, foreign persons temporarily present in the U.S., U.S. citizens resident abroad, and foreign branches and agencies of [[U.S. person]]s.
+In adopting Rule [[15a-6]], the [[SEC]] sought “to facilitate access to foreign markets by U.S. institutional investors through [[foreign broker-dealer]]s and the research that they provide, consistent with maintaining the safeguards afforded by [[Registered broker-dealer|broker-dealer registration]],” and “to provide clear guidance to [[foreign broker-dealer]]s seeking to operate in compliance with U.S. broker-dealer registration requirements.”
 Primary source is here on the Cornell University website:
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 ===Summary===
-[[Rule 15a-6]] allows a [[foreign broker-dealer]] to engage in US securities transactions without registering as a {{tag|registered broker-dealer}} in certain circumstances.
+[[Rule 15a-6]] allows a [[foreign broker-dealer]] to engage in US securities transactions without registering as a registered [[broker-dealer]] in certain circumstances.
 ===Terminology===
 *'''US client''': a U.S. institutional investor or a major U.S. institutional investor.
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 Sayeth Dorsey & Witney:
-{{tag|Rule 15a-6}}, as supplemented by {{tag|SEC}} no-action letters, can be used, at the federal level, to permit contacts by representatives of a Canadian firm with “U.S. Institutional Investors” and “Major U.S. Institutional Investors” (as defined in each case) if the account is maintained by a U.S. registered broker-dealer (which can either be affiliated or unaffiliated with the Foreign firm).
+[[Rule 15a-6]], as supplemented by {{tag|SEC}} no-action letters, can be used, at the federal level, to permit contacts by representatives of a Canadian firm with “U.S. Institutional Investors” and “Major U.S. Institutional Investors” (as defined in each case) if the account is maintained by a U.S. registered broker-dealer (which can either be affiliated or unaffiliated with the Foreign firm).
 Non-U.S. dealers, including foreign affiliates of U.S. dealers, should also limit their contacts to institutional investors and registered broker-dealers, thereby benefiting from state broker-dealer registration exemptions.