No-Action Letter

A letter requested from the Securities and Exchange Commission wherein the Commission agrees to take neither civil nor criminal action with respect to the specific activity and circumstances.

An individual or entity not certain whether a particular product, service, or action would constitute a violation of the federal securities law may request a "no-action" letter from the SEC staff. Most no-action letters describe the request, analyze the particular facts and circumstances involved, discuss applicable laws and rules, and, if the staff grants the request for no action, concludes that the SEC staff would not recommend that the Commission take enforcement action against the requester based on the facts and representations described in the individual's or entity's request. The SEC staff sometimes responds in the form of an interpretive letter to requests for clarifications of certain rules and regulations.

The no-action relief is limited to the requester and the specific facts and circumstances set forth in the request. In addition, the SEC staff reserves the right to change the positions reflected in prior no-action letters.