SEC Division of Corporation Finance no-action letter: Wachovia Securities, LLC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE February 26,2009
David S. Huntington, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue ofthe Americas

New York, NY 10019-6064

Re: Wachovia Securities, LLC-Waiver Request under Regulation A and Rule 505 of Regulation D Dear Mr. Huntington:
This is in response to your letter dated February 26, 2009, written on behalf ofWachovia Securities, LLC ("Wachovia") and constituting an application for relief under Rule 262 of Regulation A and Rule 505(b)(2)(iii)(C) of Regulation D under the Securities Act of 1933. You requested relief from disqualifications from exemptions otherwise available under Regulation A and Rule 505 of Regulation D that arose as a result ofthe entry of a Final Judgment dated February 17,2009 by the United States District Court for the Northern District oflllinois in SEC v. Wachovia Securities, LLC, Civil Case No. 09 CV 743 (the "Judgment"). The Judgment permanently restrains and enjoins Wachovia from violating Section 15(c)(I) of the Securities Exchange Act of 1934 and orders Wachovia to comply with the undertakings and agreements set forth in the Consent incorporated into the Judgment. You also requested relief from disqualifications under Regulation A and Rule 505 of Regulation D that arise as a result of the entry of an injunction of a U.S. state or territorial court arising from the same facts and circumstances addressed in the complaint that resulted in the entry of the Judgment (the "Complaint"). For purposes of this letter, we have assumed as facts the representations set forth in your letter and the findings supporting entry of the Judgment. We also have assumed that Wachovia will comply with the Judgment. On the basis ofyour letter, I have determined that Wachovia has made showings of good cause under Rule 262 and Rule 505(b)(2)(iii)(C) that it is not necessary under the circumstances to deny the exemptions available under Regulation A and Rule 505 of Regulation D by reason ofthe entry ofthe Judgment or any state or territorial court injunction addressing the same conduct and based on the same facts as the conduct and facts addressed in the Complaint. Accordingly, pursuant to delegated authority, relief from the disqualifying provisions ofRegulation A and Rule 505 of Regulation D that deny such exemptions for such reasons is hereby granted. Very truly yours, {;~8.Y~ Chief, Office of Small Business Policy