RegAlert2011-07-11
Added · Updated
SEC Division of Corporation Finance no-action letter: JPMorgan Chase & Co.
The Commission determines that JPMorgan Chase & Co. has shown good cause under Rule 405 of the Securities Act to be exempt from ineligible issuer status resulting from a Final Judgment entered against its subsidiary, J.P. Morgan Securities LLC. This relief, effective as of the entry of the Final Judgment, allows JPMorgan Chase & Co. to retain its well-known seasoned issuer status, including access to file-and-go and free writing prospectus reforms. The determination is contingent upon JPMorgan Chase & Co. and J.P. Morgan Securities LLC complying with the Final Judgment, which includes a permanent injunction, disgorgement of $11,065,969, prejudgment interest of $7,620,380, and a civil monetary penalty of $32,500,000.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
July 11,2011
Ms. Stephanie Avakian
Wilmer Cutler Pickering Hale and Dorr LLP
399 Park Avenue
New York, NY 10022
Re: In the Matter ofCertain GIC Brokers (P-O1118) JPMorgan Chase & Co. - Waiver Request ofIneligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Avakian:
This is in response to your letter dated July 6, 2011, written on behalfofJPMorgan Chase & Co. (Company) and its subsidiary, J.P. Morgan Securities LLC (JPMS), and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(I)(vi) ofthe Securities Act of 1933 (Securities Act). On July 7, 2011, the Commission ftled a civil injunctive complaint (Complaint), in the United States District Court for New Jersey, against JPMS. The complaint alleges thatJPMS violated Section 15(c)(I)(A) ofthe Securities and Exchange Act of 1934 (Exchange Act). JPMS filed a consent in which it agreed, without admitting or denying the allegations ofthe Complaint, to the entry' of a Final Judgment against it. Among other things, the Final Judgment, as entered on July 8, 2011, provides for a permanent il\iunction from committing future violations ofSection 15(c)(I)(A) ofthe Exchange Act. Based on the facts and representations in your letter, and assuming the Company and JPMS comply with the Final Judgment, the Commission, pursuant to delegated authority, has determined that the Company has made a showing ofgood cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason ofthe entty ofthe Final Judgment. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe Securities Act is hereby granted, and the effectiveness ofsuch relief is as ofthe date ofthe entry' ofthe Final Judgment. Any different facts from those represented or non-compliance with the Final Judgment might require us to reach a different conclusion. Sincerely, ~~ (Jv~) Mary Kosterlitz Chief, Office ofEnforcement Liaison Division ofCorporation Finance
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