After receiving your Wells response, staff will consider your arguments and decide how to proceed. This is a discretionary decision, and staff generally will not share its reasoning with you. Staff may: Request additional…
Federal statutes do not contain a standalone definition of illegal insider trading. Instead, “insider trading” is a term that is used by the U.S. government (and the media) to refer to conduct that triggers…
SEC Wells Notice An SEC Wells notice is a letter that informs you that the SEC’s Enforcement Staff has made a preliminary determination to recommend that the Commission file an action or institute a…
The current standard SEC staff timeframe for submitting a response to a Wells notice is four weeks. This reflects the SEC’s February 24, 2026 revisions to its Enforcement Manual, which codified this specific response…
Can voluntary self-reporting to the SEC itself alone reduce enforcement risk? Our lawyers’ analysis of Seaboard indicates it does not. We list some key reasons: 1. Other Seaboard Cooperation Considerations As noted above, voluntary…
In the traditional sense, all subpoenas fall into two broad categories: subpoenas ad testificandum (requiring personal appearance to provide oral testimony) and subpoenas duces tecum (requiring production of documents, records, or other tangible things).…
The SEC takes its enforcement actions in two forms: federal civil actions and administrative proceedings. Each of these is a distinct type of proceeding with its own unique set of rules, procedures, remedies, trial…
Under Dirks v. SEC, 463 U.S. 646, tippee liability for insider trading is derivative. According to the SEC, tippee liability “derives from the tipper’s breach of his fiduciary duty to the issuer’s shareholders.” In…
SEC investigative subpoenas for documents typically set a compliance date that is two to three weeks from the date of service. The printed date of compliance is binding unless you can secure the SEC’s…
In most cases, yes. This is true both as a matter of existing legal obligations and as a practical matter. Even in the near future, substantial compliance requirements will present substantial burdens for businesses…