SEC Division of Corporation Finance no-action letter: M&T Bank Corporation

October 10, 2023
Marc P. Berger, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3954
Re: M&T Bank Corporation - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Mr. Berger:
This is in response to your letter dated October 5, 2023, written on behalf of M&T Bank Corporation (“M&T”), requesting that M&T not be considered an “ineligible issuer” under clause (1)(vi) of the ineligible issuer definition in Rule 405 of the Securities Act of 1933 as a result of an October 10, 2023 Commission Order (“Order”), issued pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), against M&T subsidiary Wilmington Trust Investment Management, LLC (“WTIM”). The Order requires that, among other things, WTIM cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. M&T has made a showing of good cause and, assuming WTIM complies with the Order, we have determined pursuant to clause (2) of the ineligible issuer definition in Rule 405 that it is not necessary under the circumstances that M&T be considered an ineligible issuer by reason of the entry of the Order. Any different facts or circumstances from those represented in the letter or failure to comply with the terms of the Order would require us to revisit our determination and could constitute grounds to revoke or further condition this waiver of ineligible issuer status. The Commission reserves the right, in its sole discretion, to revoke or further condition this waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Michael P. Seaman Michael P. Seaman Chief Counsel Division of Corporation Finance