Did the SEC staff play any role in the Bear Stearns/JPMorgan transaction?
During discussions of the possible transaction, SEC officials were in close contact with officials of the Board of Governors of the Federal Reserve System and the Department of the Treasury as well as representatives of JPMorgan Chase & Co. (JPMorgan) and Bear Stearns. To assist in advancing a possible transaction, the SEC staff was able to provide several letters clarifying the staff’s position on certain matters connected with the merger. The Division of Trading and Markets wrote a letter addressing the timing of JPMorgan’s filing of a Form BD with the SEC. Form BD is required to be filed “promptly” after a registered broker-dealer is acquired by another firm. The staff’s letter states that it would be acceptable if JPMorgan filed a completed Form BD a reasonable period after the merger closes. The Division of Investment Management wrote two letters concerning issues under the Investment Company Act and Investment Advisers Act arising out of the change in control of investment advise
