On July 3, 2019, Securities and Exchange Commission (SEC or Commission) Chairman Jay Clayton announced that the Commission is changing its longstanding practice regarding the consideration of waiver applications accompanying offers of settlement (Clayton Waiver Statement).1 In the past, the Commission considered offers of settlement separate from applications for waivers from disqualifications under the federal securities laws (e.g., Rule 506 of Regulation D, well-known seasoned issuer (WKSI) disqualifications, forward looking statement disqualifications) and subjected such offers of settlement and waiver applications to separate votes from the Commission. Pursuant to the Clayton Waiver Statement, the Commission will now consider offers of settlement together with applications for waivers in a single vote. This is a significant change to the waiver process for the Commission.
Sidley Austin LLP provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship. Readers should not act upon this information without seeking advice from professional advisers.
Attorney Advertising—Sidley Austin LLP, One South Dearborn, Chicago, IL 60603. +1 312 853 7000. Sidley and Sidley Austin refer to Sidley Austin LLP and affiliated partnerships, as explained at www.sidley.com/disclaimer.
© Sidley Austin LLP