SEC Division of Trading and Markets no-action letter: JPMorgan Chase & Co.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
TRADING AND MARKETS
March 19, 2008
Mr. James Dimon
Chairman and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Dear Mr. Dimon:
You have requested that the Division not recommend enforcement action if JP Morgan Chase files, within a reasonable period after the close of the purchase of Bear Stearns, any Form BD amendments required as a result of any change-in￾control that arises from the acts contemplated under the purchase agreement and related agreements prior to the close of the purchase. In view of the circumstances of the purchase of Bear Stearns by JP Morgan Chase, the Division of Trading and Markets will not recommend enforcement action if JP Morgan Chase files, within a reasonable period from after the close of the purchase of Bear Stearns by JP Morgan Chase, the Form BD amendments required as a result of the change of control contemplated under the purchase agreement and related agreements. This position is based solely on the circumstances described above, and any different circumstances might require a different conclusion. This response expresses the Staff's position on enforcement action only and does not represent a legal conclusion regarding the matters discussed herein, or the applicability of any other federal or state law, or rules of any self-regulatory organization. Sincerely, Erik Sirri, Director