When JPMorgan Chase & Co. announced its late night deal to acquire its financially crippled rival, Bear Stearns Cos. on March 16, 2008, it did so with an especially assertive helping hand from the Securities and Exchange Commission.
No action letters from the SEC are a routine occurrence, but in the case of the Bear Stearns deal, the SEC took the unusual step of issuing four from three different divisions. Two letters from the Division of Investment Management said there would be no enforcement action against JPMorgan under Sections 15(a) and 17(a) of the Investment Company Act. One from the Division of Corporation Finance said JPMorgan faced no enforcement action for selling securities issued by Bear Stearns without registering them under Section 5 of the Securities Act of 1934. A letter from the Division of Trading Markets said there would be no penalty if JPMorgan failed to meet the prompt filing requirement for Form BD, for broker-dealer registration, so long as the forms were submitted "within a reasonable period."
In a frequently asked question document the SEC posted on its website shortly after the deal was announced, regulators said the no-action letters were part of the assistance they provided during the rushed negotiations to finalize the negotiations. Officials from the Treasury Department and the Federal Reserve were also closely involved with the transaction.
Regulators feared that a bankruptcy by a major investment firm would destabilize financial markets around the globe.
The document also said that an investment banking firm's capital, which in Bear Stearns' case appeared sufficient on the morning of March 11, is not synonymous with the liquidity it needs to trade in the capital markets.