On March 12, 2014, the SEC’s Division of Corporate Finance updated its guidance regarding requests for waivers by well-known seasoned issuers (“WKSIs”) that would otherwise become ineligible issuers under Rule 405 of the Securities Act as a result of certain activities. Under Rule 405, an issuer can become an ineligible issuer as a result of activities such as violating the anti-fraud provisions of the securities laws.

This revised guidance is a refinement of its July 2011 “Statement on Well-Known Seasoned Issuer Waivers,”1 based on the Division’s experience with waiver requests. The July 2011 statement provided guidance on what constitutes “a showing of good cause” for purposes of an ineligible issuer waiver request. The revised statement outlines a more detailed framework that the SEC generally will follow in considering whether to grant a waiver of ineligible issuer status.