The SEC wants to regulate an obscure product known as a swap execution facility. Here’s why

The Securities and Exchange Commission has voted unanimously to propose a rule for the registration and regulation of security-based swap execution facilities.

A swap execution facility, or SEF, is an electronic trading platform that allows participants to buy and sell swaps. A swap is a contract through which two parties exchange the cash flows or liabilities from two different financial instruments.  

Swaps are a very large part of the derivatives market, and they are used to manage risk. For example, one of the largest markets is for interest rate swaps. These are contracts in which one stream of future interest payments is exchanged for another.

You can also use swaps to manage market risk.  

There are literally trillions of dollars in derivatives and swaps in the market. Under the Dodd-Frank Act, the Commodity Futures Trading Commission, or the CFTC, regulates futures swaps, including interest rate swaps, and the swap execution facilities. 

Prior to this, it was difficult to get a handle around the size of the trading — or even what was being traded. This created concerns about systemic risk, especially after the mortgage market blew up in the Great Financial Crisis. 

These futures-based swap execution facilities put these swap futures on a platform that could be monitored and regulated by the CFTC. One critical player was the head of the CFTC at the time: Gary Gensler.

Indeed, Gensler is now in charge of the SEC. The agency is trying to promulgate similar rules that would govern securities-based swaps.

There is an equal concern that equity swaps may be a systemic risk. 

Remember, much of the problem with Archegos Capital Management in 2021 involved a type of instrument known as a “total return swap.” In that case, there was a contract that allowed one party to make payments based on a set rate and another party to make payments based on the total return of an underlying asset, in this case largely ViacomCBS stock. 

Archegos got income generated by the assets, and the firm was not required to disclose the holding to regulatory authorities or other counterparties. When ViacomCBS’ stock price began dropping, Archegos (which had been using leverage) got margin calls it couldn’t meet, which led to a huge fire sale of assets. 

The SEC’s proposed rules would require platforms that execute trades of security-based swaps to register with the regulatory agency to increase transparency.