In the Matter of Wells Fargo & Company
Admin. Proc. File No. 3-19704
On February 21, 2020, the Commission instituted and simultaneously settled cease-and-desist proceedings against Wells Fargo & Company (the “Respondent” or “Wells Fargo”). In the Order, the Commission found that from 2012 through 2016, the Respondent violated the federal securities laws by misleading investors regarding the success of the core business strategy of the Community Bank operating segment, its largest business unit. At all relevant times, Wells Fargo was a publicly traded financial services corporation with common stock registered under Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and quoted on the New York Stock Exchange (Ticker: WFC). According to the Order, Wells Fargo, among other things, failed to disclose to investors that the Community Bank’s sales model had caused widespread unlawful and unethical sales practices misconduct that was at odds with its investor disclosures regarding needs-based selling, and that the publicly reported cross-sell metric included significant numbers of unused or unauthorized accounts. The Commission found that Wells Fargo violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and ordered it to pay a $500 million civil money penalty to the Commission. The Commission also established a Fair Fund (the “Fair Fund”), pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty can be distributed to investors harmed by the Respondent’s conduct described in the Order. See Commission’s Order: Release No. 34-88257.
The Fair Fund consists of the $500 million paid by the Respondent pursuant to the Order. The Fair Fund has been deposited in an interest-bearing account at the United States Treasury’s Bureau of Fiscal Service.
On March 10, 2020, the Commission issued an order appointing Miller Kaplan Arase LLP, as the Tax Administrator for the Fair Fund. See Commission’s Order: Release No. 34-88353.
On May 21, 2020, the Commission issued an order appointing Rust Consulting, Inc. as the Fund Administrator of the Fair Fund and set the administrator’s bond at $500,000,000.00. See the Commission’s Order: Release No. 34-88921.
On August 6, 2020, the Commission published a Notice of Proposed Plan of Distribution and Opportunity to Comment, and simultaneously posted a Proposed Plan of Distribution (the “Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-89501 and the Proposed Plan.
The Proposed Plan provides that the distribution of the Fair Fund shall be made to investors who purchased Wells Fargo common stock (WFC) between November 8, 2012 and September 14, 2016, inclusive, and suffered losses as calculated by the methodology used in the Plan of Allocation described in the Proposed Plan.
Comments were received on the Proposed Plan during the 30-day comment period. On October 6, 2020, the Commission issued an order extending the time to enter an order approving or disapproving the Plan to January 29, 2021 to allow for further evaluation and analysis of the comments.
On January 11, 2021, the Commission issued an order approving the plan of distribution and posted the approved Plan of Distribution (“Plan”). See the Commission’s Order: Release No. 34-90898 and the Corrected Plan.
For more information, please contact the Fund Administrator: