SEC Division of Corporation Finance no-action letter: Barclays PLC

WILMERHALE
August 13, 2014 Jonathan S. Pressman
+1 212 230 8846 {t)
BY ELECTRONIC MAIL AND FEDERAL EXPRESS +1 212 230 8888 {f) jonathan.pressman@wilmerha le.com Chief, Office of Enforcement Liaison Division of Corporation Finance U.S. Securities and Exchange Commission 1 00 F Street, N .E. Washington, DC 20549 Re: In the Matter of Barclays Capital Inc. File No. _. Dear Ms. Kosterlitz:
This letter is submitted on behalf of Barclays PLC and its affiliates ("Barclays"), in connection with the settlement of the above-captioned administrative proceeding by the Securities and Exchange Commission (the "Commission" or "SEC") with Barclays Capital Inc. ("BCI"), a broker-dealer subsidiary of Barclays PLC. The settlement resulted in the entry of an administrative and cease-and-desist order against BCI (the "Order"), which is described below. Pursuant to Rule 405 promulgated under the Securities Act of 1933 (the "Securities Act"), Barclays hereby requests that the Division of Corporation Finance, acting on behalf of the Commission, dete1mine that for good cause shown it is not necessary under the circumstances that Barclays be considered an "ineligible issuer" under Rule 405. Barclays requests that this determination be effective upon the entry of the Order. The staff of the Division of Enforcement has informed us that it does not object to the grant of the requested waiver. BACKGROUND On , 2014, BCI entered into a settlement with the Commission resulting in the Commission issuing the Order. BCI consented to the entry of the Order, which found that BCI willfully violated the Advisers Act Sections 204(a), 206(2), 206(3), 206(4), and 207 and Rules 204-2, 206( 4)-2, and 206( 4)-7 thereunder arising as a result ofBCI's systemic failures after it acquired Lehman Brothers Inc.'s advisory business in September 2008. The Order found that when BCI integrated this advisory business into its existing business, it did not enhance its infrastructure to support the new business, did not adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act, and did not make and keep certain books and records. The Order also found these deficiencies contributed to other violations- specifically, that BCI:
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