SEC Division of Corporation Finance no-action letter: Northern Trust Corporation

December 8, 2025
Barry A. Kamar
King & Spalding LLP
Southeast Financial Center
200 S. Biscayne Boulevard, Suite 4700
Miami, FL 33131
Re: Northern Trust Corporation - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Barry A. Kamar:
This is in response to your letter dated December 5, 2025 (“Waiver Letter”), written on behalf of Northern Trust Corporation (“Northern Trust”), requesting that Northern Trust not be considered an “ineligible issuer” under clause (1)(v) of the ineligible issuer definition in Rule 405 of the Securities Act of 1933 (“Securities Act”). Northern Trust requests relief from being considered an ineligible issuer under Rule 405, due to a criminal conviction by the Paris Court of Appeal on March 5, 2024 against Northern Trust Fiduciary Services (Guernsey) Ltd., a subsidiary of Northern Trust, for complicity in tax fraud (“Judgment”). Based on the facts and representations set forth in the Waiver Letter, we have determined that Northern Trust has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 of the Securities Act and that Northern Trust should not be considered an ineligible issuer by reason of the entry of the Judgment. Any different facts from those represented would require us to revisit our determination that good cause has been shown 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/ M. Hughes Bates M. Hughes Bates Chief, Office of Enforcement Liaison Division of Corporation Finance

December 5, 2025
VIA ELECTRONIC DELIVERY
Office of Enforcement Liaison Division of
Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Northern Trust Corporation – Waiver Request of Ineligible Issuer Status Under Rule 405 of the Securities Act of 1933 Dear Office of Enforcement Liaison:
This letter is submitted on behalf of our client, Northern Trust Corporation (“NTC” or the “Corporation”), to request that the Securities and Exchange Commission (the “Commission”) or the Division of Corporation Finance (the “Division”) acting pursuant to authority duly delegated by the Commission, determine that, for good cause shown, NTC should not be considered an “ineligible issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), as result of a conviction in France on March 5, 2024 (the “Conviction”), of Northern Trust Fiduciary Services(Guernsey) Ltd. (“NTFSG”), an indirect subsidiary of NTC. Consistent with the framework outlined in the Division’s Revised Statement on Well￾Known Seasoned Issuer Waivers (April 24, 2014) (the “Revised Statement”), we believe that the relief from the ineligible-issuer provision is appropriate for the reasons set forth below, including (i) the violative conduct described in the French Conviction occurred more than 15 years ago and has no connection to the Corporation’s role as an issuer of securities; (ii) NTFSG is not involved in the Corporation’s issuance of securities or in the Corporation’s filings with the Commission; (iii) NTFSG has re-emphasized to employees its best practices and policies, none of which were called into question by the Conviction; and (iv) the Corporation’s loss of its status as a WKSI would have a disproportionate impact on the Corporation. King & Spalding LLP Southeast Financial Center 200 S. Biscayne Boulevard Suite 4700 Miami, Florida 33131 Tel: +1 305 462 6000 Fax: +1 305 462 6100 Barry Kamar Partner Direct Dial: +1 305 462 6044 bkamar@kslaw.com

BACKGROUND
NTC is an American company listed on the NASDAQ Exchange and is a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”). In March 2024, NTC’s indirectly-owned subsidiary NTFSG was convicted, along with others, of aiding and abetting tax fraud by a French Court of Appeal in French Special Prosecutor No. 1120392066, French Investigative Judge No. JIRSIF/11/12. This conviction occurred after two separate French courts acquitted NTFSG. NTFSG now is appealing the Conviction to the Cour de Cassation, the supreme court for civil and criminal cases in France (the “French Supreme Court”). In January 2012, NTFSG was summoned to appear before a French juge d’instruction, a magistrate responsible for conducting criminal investigations (the “Investigative Judge”) concerning an investigation into nonpayment of French inheritance taxes by Guy Wildenstein and Alec Daniel Armand Wildenstein (“Alec Wildenstein, Sr.” and together with Guy Wildenstein, the “Wildensteins”) following the death in 2001 of family patriarch Daniel Wildenstein. NTFSG was placed under judicial investigation. The portion of the case relevant to NTFSG relates to assets held in two Guernsey trusts for which NTFSG served as successor directed trustee: the “1989 Sons Trust” (the “Sons Trust”) and the “1989 David Trust” (the “David Trust,” and together the Sons Trust and David Trust (the “Trusts”)). The French authorities alleged that NTSFG aided and abetted the Wildensteins’ alleged tax fraud by holding assets in the Trusts that the French authorities claimed are subject to French taxes. In January 2015, the French national prosecutors of financial crimes (the “Special Prosecutor”) submitted a recommendation that NTFSG and several others be charged with complicity in the Wildensteins’ alleged tax fraud and money laundering. On April 9, 2015, the Investigative Judge issued an Order of Dismissal and Referral before the Criminal Court (the “Referral Order”). 1 In the Referral Order, NTFSG was charged with complicity in the alleged tax fraud of the Wildensteins with respect to taxes allegedly owed to France on assets held in the Trusts. Specifically, the Investigative Judge found that the investigation produced sufficient charges against NTFSG for having, in Guernsey, aided and abetted tax fraud committed in Paris by certain of Daniel Wildenstein’s heirs who were alleged to have deliberately concealed a portion of sums subject to French taxation on Daniel Wildenstein’s estate held in the Sons Trust and the David Trust. The Trusts’ assets included inter alia real and personal properties located in Kenya, the British Virgin Islands, and the United States. Importantly, NTFSG became trustee of the Trusts through acquisition of the Baring Trustees (Guernsey) Limited in 2005. Under the Referral Order, French authorities maintain that the existence of the Trusts as well as the assets of the Trusts should have been disclosed to the French authorities by the Wildensteins when they
filed their inheritance tax statement in relation to Daniel Wildenstein’s estate in 2002, and when a revised inheritance tax statement was filed in 2008, and that inheritance tax was due in relation to Trusts’ assets. The French authorities maintain that similar disclosure should have been made in respect of a third inheritance tax statement filed in 2009. 1 See Order of Dismissal and Referral before the Criminal Court (D1484/1), French Special Prosecutor No. 1120392066, French Investigative Judge No. JIRSIF/11/12.

A trial took place during September and October 2016 and a verdict of acquittal in favor of all prosecuted parties—including NTFSG—was rendered on January 12, 2017. The French authorities appealed the verdict of acquittal, which the French Court of Appeal (the “Court of Appeal”) heard from March 2 to March 28, 2018. The French authorities sought the same remedies on appeal as in the first instance. The Court of Appeal conducted a de novo review of the matter and, on June 29, 2018, acquitted NTFSG and all other defendants. The Court of Appeal ruled that the counts related to the 2002 inheritance tax declaration were barred by a three-year statute of limitations and that the counts related to the 2008 and 2009 inheritance tax declarations could not be sustained because the defendants had no legal obligation at the time to declare assets held by a trust to the French tax authorities. The Court of Appeal held that the statute establishing such an obligation did not come into effect until 2011 and could not be applied retroactively to the time of Alec Wildenstein Sr.’s death in 2009. The French authorities again appealed the Court of Appeal’s decision to the French Supreme Court. On January 6, 2021, the French Supreme Court annulled the acquittal by the Court of Appeal and granted the prosecutor’s request for a third trial. The French Supreme Court ruled that the Court of Appeal misapplied the statute of limitations to the alleged conduct in connection with the 2002 inheritance tax declaration and that the law, as it stood in 2009, could be understood to require the declaration of assets held by a trust. The retrial before the Court of Appeal commenced on September 18, 2023, and on March 5, 2024, the Court of Appeal rendered the Conviction against NTFSG, the Wildensteins, another trustee of a separate trust, and other Wildenstein services providers. The Conviction found NTFSG guilty of aiding and abetting the Wildensteins’ 2008 tax filing. The Court of Appeal ordered NTFSG to pay a fine of €187,500 (approximately $219,778) in connection with the Conviction. In addition, the Court of Appeal ordered that certain of the defendants convicted of tax related fraud, including NTFSG, are jointly liable for the allegedly unpaid inheritance taxes owing, plus penalties and interest (such aggregate amount will be determined in separate proceedings before the tax courts, to which NTSFG is not a party). NTFSG believes that its actions did not violate French law and has appealed the Conviction to the French Supreme Court. Under French law, upon the filing of an appeal by NTFSG, the Conviction, as well as its effects (fine and joint liability) were stayed pending the outcome of the appeal.2 To date, the French Supreme Court has not rendered a decision and has not indicated a date on which the decision will be rendered. DISCUSSION In 2005, the Commission revised the registration, communications and offering procedures under the Securities Act.3 As part of these
reforms, the Commission created a category of issuer defined under Rule 405 as a WKSI. A WKSI is eligible under the rules, among other things, to register securities for offer and sale under an “automatic shelf registration statement,” as so defined. A WKSI is also eligible for the benefits of a streamlined registration process including the use of non-term sheets in registered offerings pursuant to Rules 164 and 2 The French Supreme Court has held that a defendant is presumed innocent (even after an initial conviction) until all appeals are exhausted. See French Cass. Crim., 8 April 2010, 10-80.240; French Cass. Crim., 23 January 2002, 01-87.485. 3 Securities Offering Reform, Securities Act Release No. 8591, Exchange Act Release No. 52,056, Investment Company Act Release No. 26,993, 70 Fed. Reg. 44,722, 44,790 (Aug.3, 2005).

433 under the Securities Act. These benefits, however, are unavailable to issuers defined as “ineligible issuers”4 under Rule 405. NTC understands that, under Rule 405, as a result of the Conviction of its subsidiary NTFSG, NTC is deemed to be an “ineligible issuer” for a period of three years, precluding it from qualifying as a WKSI and having the benefits of automatic shelf registration and other reforms available to WKSIs, among other things.5 Notwithstanding the foregoing, the definition provides that an issuer “shall not be an ineligible issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer.”6 Consistent with the framework outlined in the Division’s Revised Statement on Well-Known Seasoned Issuer Waivers (the “Revised Statement”), issued on April 24, 2014,7 NTC respectfully requests that the Commission or the Division of Corporation Finance, by delegated authority pursuant to 17 CFR 200.30-1, determine that it is not necessary for the Corporation to be considered an ineligible issuer as a result of the Conviction. NTC believes that, under the Division’s Revised Statement, good cause exists such that it is not necessary under the circumstances that it be considered an ineligible issuer. Applying the ineligibility provisions to the Corporation would be disproportionate and unduly severe. a. Nature of Violation and Whether the Violation Casts Doubt on the Ability of the Issuer (NTC) to Produce Reliable Disclosures to Investors. A French court rendered the Conviction against NTFSG, as a trustee of the Trusts, for having aided and abetted the evasion of estate taxes owing to the French government following the death of a French citizen who had transferred substantial assets into the Trusts. NTFSG is the only Northern Trust entity subject to the proceedings brought under the Referral Order. The alleged conduct does not pertain to activities undertaken by the Corporation in connection with its role as an issuer of securities (or any disclosure related thereto) or any of its filings with the Commission, or otherwise involve fraud in connection with NTC’s offerings of its securities. None of the personnel within NTFSG has ever been an officer or held a position on the Board of Directors of NTC and none of them has ever been responsible for, or had any influence over, the disclosures of NTC as an issuer of securities. There were no findings that the alleged conduct described in the Referral Order occurred at the direction of senior management of NTC. Nor is there any suggestion that the alleged wrongdoing reflected a “tone at the top” that condoned or chose to ignore the conduct. Importantly, the Conviction does not (i) challenge NTC’s disclosures in filings with the Commission, (ii) state that NTC’s disclosure controls and procedures were deficient, (iii) describe 4 Rule 405 precludes WKSI status if, “[w]ithin the past three years, the
issuer or any entity that at the time was a subsidiary of the issuer was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of
section 15(b)(4)(B) of the Securities Exchange Act of 1934.” Rule 405(1)(v). Section 15(b)(4)(B)(ii) of the
Exchange Act includes convictions arising out of the conduct of the business of a fiduciary. 5 This request for relief is not intended to be limited solely for the purpose of continuing to qualify as a WKSI, but for all purposes of the definition of “ineligible issuer” under Rule 405. 6 Rule 405(2) 7 See http://www.sec.gov/divisions/corpfin/guidance/wksi-waivers-interp-031214.htm.

fraud in connection with securities offerings by NTC, (iv) state the members of the Board of Directors, the Executive Committee or any relevant other committee with NTC knew about the alleged violations or (v) state that members of the Board of Directors, the Executive Committee, or any relevant other committee within NTC ignored any warning signs or “red flags” regarding the violations. The Conviction does not lead to a finding that NTC’s disclosure controls and procedures or filings with the Commission during the relevant period were deficient, as the allegations implicate the conduct of personnel at one of NTC’s offshore, indirect subsidiaries, none of whom was responsible for the disclosure of NTC. As a result, NTC believes that its designation as an ineligible issuer is not necessary for the public interest or the protection of existing and potential investors in NTC’s securities. b. Did the Conduct Involve a Criminal Conviction or Scienter-Based Violation? The conduct involved a criminal conviction of a subsidiary of an issuer, but did not involve issuer disclosures. Accordingly, NTC is not subject to the higher burden in showing good cause.
c. The Persons Responsible for the Misconduct Underlying the Conviction.
NTFSG, as trustee of the Trusts, was convicted of aiding and abetting the evasion of estate taxes owing to the French government following the death of a French citizen who had transferred substantial assets into the Trusts. NTFSG is the only NTC entity subject to the French proceedings. The Corporation’s issuance of securities is handled by a multi-disciplinary team consisting of members of certain of its corporate support functions, including its Treasury and Legal Departments and its Financial Reporting function—this multi-disciplinary team is separate from, and unrelated to, NTFSG. As a result, the Conviction does not call into question the reliability of any of the Corporation’s current or future disclosures as an issuer of securities. d. Duration of the Conduct. The Conviction finds NTFSG guilty of aiding and abetting the Wildensteins’ fraudulent French tax filing in 2008. The underlying Referral Order acknowledges that NTFSG was appointed successor trustee of the Trusts in 2005, after it acquired Baring Trustees (Guernsey) Limited. NTFSG did not have any involvement in, or knowledge at the time of, the preparation or filing of the Wildensteins’ 2008 tax filing.

e. Remedial Measures.
Although NTFSG continues to maintain that, in the specific circumstances of the case at hand, it acted at all times in compliance with relevant laws, in the time since NTFSG became trustee of the Trusts, “know-your-client” policies and standards have evolved and intensified, including the development of greater electronic due diligence tools to more comprehensively assess client and beneficiary background and history, improved capability to scan client transactions, enhanced risk ranking of cross border connections by country connection, client business activity and complexity of structure and enhanced oversight of complex structures and high risk clients. NTFSG has strengthened the related policies and procedures over time to reflect these industry developments, including implementing a more rigorous monitoring of and follow￾up on clients’ accounts. f. Prior Actions. NTC has previously been granted Rule 405 waivers regarding its WKSI status in the following matters:

• In the Matter of Northern Trust Hedge Fund Services, LLC, and Northern Trust
  Global Fund Services Cayman Limited (September 18, 2020): The Commission granted NTC a waiver of ineligible status arising out of this settled proceeding, in which NTC affiliates acting as fund administrators were found to have caused antifraud violations committed by the advisers to three private funds.
• In the Matter of The Northern Trust Company, (June 18, 2015): The Commission
  granted NTC a waiver of ineligible status arising out of this settled administrative proceeding relating to NTC’s underwriting of certain municipal securities offerings. The conduct cited in these Commission Orders does not relate in any way to the conduct of the Corporation or NTFSG in this matter. g. Impact on NTC If the Request Is Denied. NTC is a global financial institution that has historically relied on automatic shelf registration statements in conjunction with its capital-raising transactions. For NTC, the automatic shelf registration process provides an important method of accessing the capital markets, which is an essential source of funding for its global operations in a timely and efficient manner. NTC first utilized the automatic shelf registration process in 2008. Since that time, the Corporation has availed itself of the benefits of the automatic shelf registration process in conjunction with 16 public offerings of securities, raising $9.55 billion in total capital. The Corporation has not issued any public offerings since 2022. As a large, global financial institution, it is important that NTC be able to respond quickly to market conditions in order to raise capital on acceptable terms. Although the availability of a standard shelf registration statement subject to a declaration of effectiveness by the Commission preserves flexibility for the Corporation to respond to market conditions under most circumstances, it is an imperfect substitute for an automatic shelf registration statement. For instance, if the Corporation becomes an ineligible issuer and has to transition to a non-automatic shelf registration statement, it is possible that it may experience a window prior to the effective date of its replacement shelf registration statement, during which it will be unable to swiftly access capital markets if required.

CONCLUSION
A declination to grant the requested waiver would impose a sanction that would be disproportionately severe given the nature of the charges against NTFSG and the lack of any nexus to NTC’s public disclosures or compliance with U.S. securities laws. Indeed, the violations described in the Conviction did not concern NTC’s financial disclosure, did not implicate NTC’s officers, directors, or personnel, did not identify any bad actors at NTFSG or improper policies or procedures, and is being appealed on several meritorious grounds. Moreover, denial of the requested waiver would primarily impact investors in NTC’s offerings of registered securities, including retail investors. This would be inconsistent with the goals of the Securities Offering Reform. In light of these considerations, subjecting NTC to ineligible status is neither necessary nor appropriate under the circumstances, is not in the public interest, and would not serve the Commission’s mission to protect investors and promote capital formation. Accordingly, we respectfully request that the Commission, or the Division pursuant to its delegated authority, determine that it is not necessary for the Corporation to be considered an ineligible issuer under Rule 405 as a result of the Conviction in this matter. Please do not hesitate to contact me if you should have any questionsregarding thisrequest. Sincerely, Barry A. Kamar cc: Susan C. Levy David A. Serna (Northern Trust Corporation) Alec Koch (King & Spalding LLP)