Statement Regarding Staff No-Action Letter to Bank of England

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Statement Regarding Staff No-Action Letter to Bank of England

Paul S. Atkins, Chairman Washington D.C.

April 10, 2026

Today, the Division of Corporation Finance issued a no-action letter to the Bank of England regarding application of the registration requirements of the Securities Act of 1933 if the Bank exercises its statutory bail-in powers with respect to a U.K. bank or a U.K. regulated investment firm that is failing or likely to fail. [1]

One of my priorities as Chairman is for the SEC to provide regulatory clarity and certainty for how the U.S. federal securities laws apply to a foreign jurisdiction’s bail-in processes. Clarity and certainty are important to both the U.S. and global markets because these bail-in processes are inherently an emergency and can occur over a single weekend. U.S. investors may own securities in the foreign bank subject to the bail-in.

I am pleased that the Division has issued the letter in response to the Bank of England’s request. However, there is a wide range of bank bail-in frameworks used globally. To account for these various frameworks and to provide for a more certain and authoritative solution, I have instructed the Division to prepare a rulemaking recommendation to the Commission regarding a potential exemption from the Securities Act’s registration requirements, for securities offered and sold in connection with a regulatory bail-in.

Until the Commission takes up any such rulemaking, I encourage other foreign regulators and regulated firms to contact the Division to discuss their particular bail-in processes or frameworks.

Thank you to the Commission staff who evaluated the Bank’s request and prepared the Division’s letter.

[1] As detailed in the letter, the Division will not recommend enforcement action to the Commission if a firm does not register exchanges of securities under the Securities Act, in reliance on Section 3(a)(9), in connection with implementation of the bail-in mechanism described in the Bank of England’s request. See Bank of England (April 10, 2026), available at https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/bankofengland-04102026.

Last Reviewed or Updated: April 10, 2026