SEC Division of Corporation Finance no-action letter: Morgan Stanley

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Sidley Austin (NE) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships. May 8, 2020 By Email Timothy Henseler, Esq. Chief, Office of Enforcement Liaison Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: In the Matter of Morgan Stanley Smith Barney LLC Dear Mr. Henseler:
We are writing on behalf of Morgan Stanley (“Morgan Stanley”) and Morgan Stanley Finance LLC (“MSFL”) (collectively, “MS”) in connection with Morgan Stanley Smith Barney LLC’s (“MSSB”) anticipated settlement with the United States Securities and Exchange Commission (“SEC” or “Commission”) relating to In the Matter of Morgan Stanley Smith Barney LLC. The settlement will result in an Order Instituting Administrative and Cease-and￾Desist Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Advisers Act”), Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Order”) against MSSB. Morgan Stanley is a publicly traded company listed on the New York Stock Exchange and is a reporting company under the Exchange Act. Morgan Stanley qualifies as a “well-known seasoned issuer” (“WKSI”) as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”). MSFL is a wholly-owned finance subsidiary of Morgan Stanley, and securities issued by MSFL are fully and unconditionally guaranteed by Morgan Stanley. We respectfully request a waiver from the Division of Corporation Finance (the “Division”), acting pursuant to its delegated authority, or the Commission itself determining that it is not necessary under the circumstances that MS would be considered an “ineligible issuer,” as defined in Rule 405 under the Securities Act, as a result of the Commission entering the Order, which is described below. Consistent with the framework outlined in the Division’s Revised Statement on Well-Known Seasoned Issuer Waivers (April 24, 2014) (“Revised Statement”), there is good cause for the Division, on behalf of the Commission, or the Commission itself to grant the requested waiver, as discussed below. We request that the determination that MS not be considered an ineligible issuer be made effective upon entry of the Order.