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Office Hours with Gary Gensler: Dealer-Trader Rule

Feb. 6, 2024

This video can be viewed at the below link.[1]

What do dealers and traders have to do with Top Gun?

[Office Hours theme; “Top Gun Anthem” plays]

Top Gun. You know, the biggest blockbuster of 1986.

Well, 1986 had another blockbuster. That was when Congress amended the securities laws to give the Securities and Exchange Commission oversight of an important part of the U.S. markets: the U.S. Treasury markets.

You see, in the early 1980s, we saw a number of Treasury dealers go belly up. The consequences? Well, they spread to the rest of the markets, they spread into the banking system, and they could have spilled out into the overall economy.

And that's why Congress intervened, that same year as Top Gun, to give the SEC oversight of government securities brokers, dealers, and clearinghouses.

Well, here we are, 40 years later—and even one Top Gun sequel later—and not all market participants acting as dealers or government securities dealers in the Treasury markets have registered with us.

That leaves potential gaps and risks in the system.

Now, that just won't fly.

Further, market participants now are transacting faster than ever before—as fast as jets. Some entities known as principal trading firms, a.k.a. high frequency trading firms, are participating significantly in the Treasury market, acting just like dealers in these markets, yet still have not registered with the Commission.

We don’t want this to become a “highway to the danger zone.” (All right. All right.)

The lack of registration deprives investors and issuers alike of important protections.

What does that registration mean? It entails capital requirements, books and records requirements, data sharing requirements, and more.

That’s why we adopted rules to help fill this regulatory gap.

Specifically, our rules would further define the term “dealer” and “government securities

dealer” in the securities markets.

This has to do with whether a firm transacts in securities, or government securities, as part of a regular business.

You see, Congress did not intend for registration requirements to apply to some dealers and not to others.

That's why, among other changes, the final rules further define what it means to engage in “de facto market making.”

Those pilots from Top Gun—Maverick and Iceman—they can go by whatever call sign or name

they'd like, but they were still pilots.

And dealers can go by whatever name they’d like, but they're still dealers.

If they want to participate in the capital markets, they'll have to register with ground control: the SEC.

That benefits investors and issuers alike.


[1] https://www.sec.gov/news/sec-videos/office-hours-gary-gensler-top-gun-meets-treasury-markets.

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