I. Introduction
The Dodd-Frank Wall Street Reform and Consumer Protection Act
("Dodd-Frank") was signed into law eight
years ago. Title VII of that law established a regulatory scheme
for security-based swaps ("SBS") and
security-based swap dealers ("SBSDs"),1 to be
implemented by the Securities and Exchange Commission
("SEC"), along with a parallel scheme
for the regulation of "swaps" and "swap
dealers" to be implemented by the Commodity Futures Trading
Commission ("CFTC"; and together with
the SEC, the "Commissions"). Six years
ago, the Commissions adopted rules to "further define"
the terms swap, SBS, swap dealer and SBSD.2 Five years ago, the
SEC re-opened comment on all proposed SBSD rules, "in light of
the substantially complete picture of the proposed [SBSD]
regulatory regime." Three years ago, the SEC adopted
registration forms and a number of the SEC commissioners were
urging more focus on SBSD rulemaking,3 but little has been done. In the
meantime, the
