SEC Division of Corporation Finance no-action letter: The Bank of New York Mellon Corporation

December 17, 2018
Wendy M. Goldberg
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004-2498
Re: In the Matter of The Bank of New York Mellon The Bank of New York Mellon Corporation – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Ms. Goldberg:
This is in response to your letter dated December 14, 2018, written on behalf of The Bank of New York Mellon Corporation (“BNYMCo.”) and constituting an application for relief from BNYMCo. being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). BNYMCo. requests relief from being considered an ineligible issuer under Rule 405, due to the entry on December 17, 2018 of a Commission Order (“Order”) pursuant to Section 8A of the Securities Act against The Bank of New York Mellon, a New York state chartered bank (the “Bank”). The Order requires that, among other things, the Bank cease and desist from committing or causing any violations and any future violations of Section 17(a)(3) of the Securities Act. Based on the facts and representations in your letter, and assuming the Bank complies with the Order, we have determined that BNYMCo. has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that BNYMCo. will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from BNYMCo. being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance