The U.S. Securities and Exchange Commission announced that it will return to a process that allows a settling entity to ask the Commission to consider an enforcement settlement offer at the same time as any related request for waivers from automatic disqualifications and other collateral consequences triggered by the enforcement action. Under the reinstated approach, settlement offers that include contemporaneous waiver requests will be presented by staff for simultaneous Commission consideration, with input from the Divisions of Enforcement, Corporation Finance, and Investment Management. The Commission retains discretion to decline a combined proposal or to consider settlement and waiver requests independently. The statement highlights that waiver requests can relate to consequences such as loss of well-known seasoned issuer status, loss of statutory safe harbors for forward-looking statements, and loss of certain private offering exemptions. If the Commission accepts a settlement offer but denies the waiver request, staff are expected to notify the prospective defendant or respondent promptly, and the party typically must respond within five business days to confirm it will proceed with the portion of the settlement the Commission accepted; otherwise, the negotiated settlement terms may no longer be available and a litigated proceeding may follow.
U.S. Securities & Exchange Commission 2025-09-26
U.S. Securities and Exchange Commission reinstates simultaneous review of enforcement settlements and related waiver requests
The U.S. Securities and Exchange Commission will revert to allowing entities to submit enforcement settlement offers alongside waiver requests for automatic disqualifications. This involves simultaneous consideration by the Commission, with input from relevant divisions, but the Commission may separate the settlement and waiver decisions. If a waiver is denied, the entity must quickly confirm its intent to proceed with the accepted settlement terms to avoid potential litigation.