SEC Division of Corporation Finance no-action letter: Wells Fargo & Company

TELEPHONE: 1-212-558-4000
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125 Broad Street
New York, New York 10004-2498 ______________________ LOS ANGELES • PALO ALTO • WASHINGTON, D.C. BRUSSELS • FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY SC1:5094821.13A February 20, 2020 BY ELECTRONIC MAIL AND FEDERAL EXPRESS Timothy B. Henseler, Esq., Chief, Office of Enforcement Liaison, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Re: In the Matter of Wells Fargo & Company Dear Mr. Henseler, This letter is submitted on behalf of our client, Wells Fargo & Company (the “Applicant,” “WFC,” or the “Company” and, together with its subsidiaries, “Wells Fargo”), in connection with a cease-and-desist order to be entered against the Applicant pursuant to Section 8A of the Securities Act of 1933, as amended (the “Securities Act”), and Sections 15(b) and 21C of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such cease-and-desist order, the “Order”). On behalf of Wells Fargo, we hereby respectfully request, pursuant to Rule 506(d)(2)(ii) under the Securities Act, a waiver of any disqualifications that will arise as a result of the Order under Regulation D with respect to Wells Fargo and any of the issuers described below. Wells Fargo is a diversified, community-based financial services company with $1.93 trillion in assets that provides banking, investment, and mortgage products and services, as well as consumer and commercial finance, to approximately 70 million customers through its operations in 32 countries and territories. The Applicant is a listed NYSE company and a financial holding company under applicable banking law. BACKGROUND The Applicant expects to enter into a settlement with the Securities and Exchange Commission (the “Commission” or “SEC”) in February 2020, which is expected to result in the Commission’s issuance of the Order. The Applicant will consent to the entry of the Order, which will find that WFC violated Section 10(b) of the Exchange Act and