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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8493 / September 24, 2004

SECURITIES EXCHANGE ACT OF 1934
Release No. 50450 / September 24, 2004


In the Matter of

DEUTSCHE BANK SECURITIES INC,

Respondent.


    ORDER UNDER SECTION 27A(b) OF THE SECURITIES ACT OF 1933 AND SECTION 21E(b) OF THE SECURITIES EXCHANGE ACT OF 1934, GRANTING WAIVERS OF THE DISQUALIFICATION PROVISIONS OF SECTION 27A(b)(1)(A)(ii) OF THE SECURITIES ACT AND SECTION 21E(b)(1)(A)(ii) OF THE EXCHANGE ACT

Deutsche Bank Securities Inc. ("Deutsche Bank") has submitted a letter on behalf of itself and its affiliates, dated July 2, 2004, requesting a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act") and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from the settlement of a civil injunctive proceeding with the Commission. On August 26, 2004, the Commission filed a civil injunctive complaint against Deutsche Bank in the United States District Court for the Southern District of New York alleging that Deutsche Bank violated Section 17(b) of the Securities Act, Section 17(b) of the Exchange Act, NASD, Inc. ("NASD") Conduct Rules 2110, 2210, and 3010, and New York Stock Exchange, Inc. ("NYSE") Rules 342, 401, 472, and 476.

Deutsche Bank filed a "Consent of Deutsche Bank Securities Inc." in which it agreed, without admitting or denying the allegations of the Commission's complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment as entered on September 24, 2004, permanently enjoins Deutsche Bank from violating Section 17(b) of the Securities Act, Section 17(b) of the Exchange Act, NASD Conduct Rules 2110, 2210, and 3010, and NYSE Rules 342, 401, 472, and 476, orders Deutsche Bank to pay $57,500,000 in disgorgement, penalties and interest, and requires Deutsche Bank to comply with certain undertakings.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer . . . during the 3-year period preceding the date on which the statement was first made . . . has been made the subject of a judicial or administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act; Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission[.]" Section 27A(b) of the Securities Act; Section 21E(b) of the Exchange Act.

Based on the representations set forth in Deutsche Bank's July 2, 2004 request, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Final Judgment is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 21E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to Deutsche Bank and its affiliates resulting from the entry of the Final Judgment is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary

 

http://www.sec.gov/rules/other/33-8493.htm


Modified: 09/27/2004