SEC Division of Corporation Finance no-action letter: Oppenheimer & Co. Inc.

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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. December 4, 2025 By Email Office of Enforcement Liaison Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: SEC v. Oppenheimer & Co. Inc., Case No. 1:22-cv-07801-JPC Dear Office of Enforcement Liaison:
We are writing on behalf of Oppenheimer & Co. Inc. (“OPCO” or the “Firm”) in connection with OPCO’s anticipated settlement with the United States Securities and Exchange Commission (“SEC” or “Commission”) relating to the proceeding captioned SEC v. Oppenheimer & Co. Inc. Pursuant to the terms of the settlement, it is anticipated that a Judgment will be entered by the District Court against OPCO (the “Final Judgment”). As discussed below, absent a waiver, OPCO will be disqualified with regard to offerings pursuant to Rule 262 of Regulation A and Rule 506 of Regulation D under the Securities Act of 1933 (“Securities Act”). On behalf of OPCO, we hereby respectfully request a waiver of any disqualification that will arise pursuant to Rule 262 of Regulation A and Rule 506 of Regulation D under the Securities Act with respect to OPCO as a result of the entry of the Final Judgment. BACKGROUND OPCO is registered with the Commission as a broker-dealer and investment adviser. OPCO is a wholly owned indirect subsidiary of Oppenheimer Holdings Inc. On September 13, 2022, the Commission filed a complaint in the Southern District of New York relating to the above captioned proceeding (the “Complaint”) alleging OPCO made certain sales of municipal securities to broker-dealers and investment advisers (“Limited Offerings”) in reliance on the Limited Offering Exemption (“LOE”) in Rule 15c2-12 under the Securities Exchange Act of 1934 (“Exchange Act”) without satisfying the LOE’s requirements applicable to offerings of $1 million or more with a maturity of more than nine months (“LOE”). The Commission asserted in the Complaint that the LOE requires, among other things, that underwriters have a reasonable belief that the municipal securities are being sold only to sophisticated investors that are each buying the securities for a single account without a plan to distribute them. In the Complaint, the Commission alleged that OPCO did not do enough to form a “reasonable belief” with respect to the investors for whom other broker-dealers or