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Legal Update

Additional SEC Guidance on Well-Known Seasoned Issuer Waivers

30 April 2014
Mayer Brown Legal Update
The Division of Corporation Finance (Division) of the US Securities Exchange Commission has further revised its guidance on well-known seasoned issuer (WKSI) waivers, updating the guidance on this topic that it issued in March 2014. The revised guidance specifies that when an issuer requests a waiver, its burden to show good cause is significantly greater when there is a criminal conviction or a scienter-based violation involving disclosure for which the issuer or any of its subsidiaries was responsible. The revised guidance makes clear that the Division is not limited in the factors it may consider when assessing the impact of a denial of a waiver request.

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