SEC Rule 15a-6 allows non-U.S. broker-dealers to engage in certain activities, including soliciting U.S. institutional investors, without registering with the SEC as a broker- dealer. The rule provides exemptions from broker-dealer registration for activities such as providing research to U.S. investors and effecting transactions in the relevant securities, and soliciting and effecting transactions with U.S. institutional investors through a “chaperoning broker-dealer.” The rule also permits a non-U.S. broker-dealer to effect unsolicited transactions, and solicit and effect transactions for banks acting as a broker-dealer, certain international organizations, foreign persons temporarily in the U.S., U.S. citizens resident abroad, and foreign branches and agencies of U.S. persons. Rule 15a-6 is intended to provide clear guidance to foreign broker-dealers seeking to comply with the U.S. broker-dealer registration requirement and balance access to non-U.S. capital markets by U.S. institutional investors through non-U.S. broker-dealers and the research they provide with investor protection and U.S. regulatory oversight.
