SEC Division of Corporation Finance no-action letter: The Charles Schwab Corporation

June 13, 2022
Elizabeth A. Marino, Esq.
Sidley Austin LLP
60 State Street
36th Floor
Boston, MA 02109
Re: The Charles Schwab Corporation - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Ms. Marino:
This is in response to your letter dated June 10, 2022, written on behalf of The Charles Schwab Corporation (“Schwab”) and constituting an application for relief from Schwab 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”). Schwab requests relief from being considered an ineligible issuer under Rule 405, due to the entry on June 13, 2022 of a Commission Order (“Order”) pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Schwab subsidiaries Charles Schwab & Co., Inc. (“CS&Co.”), Charles Schwab Investment Advisory, Inc. (“CSIA”), and Schwab Wealth Investment Advisory, Inc. (“SWIA”) (together, the “Schwab Subsidiaries”). The Order requires that, among other things, the Schwab Subsidiaries cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. CS&Co. and CSIA are further required to cease and desist from committing or causing any violations and any future violations of Section 206(2) of the Advisers Act while SWIA is further required to cease and desist from committing or causing any violations and future violations of Advisers Act Rule 206(4)-1(a)(5). Assuming the Schwab Subsidiaries comply with the Order, we have determined that Schwab has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that Schwab will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from Schwab being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. 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 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