SEC Testimony Transcripts: Who Gets Access??

Last Updated on: 4th August 2026, 01:33 am

While the Federal Freedom of Information Act gives a broad presumption of public access, the SEC cannot routinely release transcripts for formal investigative testimony. According to the SEC’s rules, “in a nonpublic formal investigative proceeding the Commission may for good cause deny” a request by a person who has testified for a copy of the transcript of that testimony. 17 C.F.R. § 203.6. 17 C.F.R. § 203.5 also makes formal investigative proceedings “nonpublic unless the Commission orders otherwise.”

Section 203.5 provides in its entirety that “[u]nless otherwise ordered by the Commission, all formal investigative proceedings shall be non-public.” 17 C.F.R. § 203.5.

Are company representatives entitled to a copy of an employee’s SEC testimony transcript?

There is nothing in the SEC’s rules or proceedings that gives company representatives a right to attend third-party testimony or obtain copies of third-party testimony transcripts.

How will a witness’s legal counsel be determined in an SEC investigation?

Normally, a company’s outside counsel will act as the witness’s counsel. However, it may not always be appropriate for the company’s lawyer to act as the witness’s lawyer. A conflict may arise during SEC investigative testimony in cases such as:

• The witness will need to invoke the Fifth Amendment to protect himself or herself from self-incrimination
• The witness may need to use the privilege against self-incrimination against the employer
• The witness is not entirely sure that he or she wants to volunteer information about the employer
• The witness is not entirely sure that he or she wants to tell the SEC about everything

Depending on these circumstances, it may be necessary for the witness to seek legal representation from a separate federal securities defense law firm.

How can I obtain a copy of my SEC testimony transcript?

According to 17 C.F.R. § 203.6, “the official transcript may be obtained by a written request, upon payment of appropriate fees, by any party to the proceeding, any witness to the proceeding, or by any other person upon the grant of good cause by the Commission.” 17 C.F.R. § 203.6(a).

If my request for a copy of my SEC testimony transcript is denied, can I inspect the official transcript?

According to Section 203.6, “[i]n any event, any witness, upon proper identification, shall have the right to inspect the official transcript of the witness’ own testimony.” 17 C.F.R. § 203.6.

How soon after my SEC testimony will I receive a copy of the transcript if my request is granted?

Section 203.6 establishes no deadline for delivery of a requested transcript copy or inspection of a requested transcript.

How long does the SEC have to notify me of a denial of a request for a copy of my SEC testimony transcript?

Section 203.6 establishes no deadline for notification of a denial of a request for a copy of a testimony transcript.

Can I make corrections to a copy of my SEC testimony transcript?

While Section 203.6 gives a witness the right to inspect an official transcript when a request for a copy is denied, it does not provide for correction of the official transcript.

Will I be asked to provide further SEC testimony?

The SEC staff may request that you return to testify again if necessary.

In a formal investigation, once you return to testify again, it will be on the same terms as your first appearance. You and your attorneys may review the SEC’s questions and answers, and you may continue to request a copy of your testimony transcript, subject to the Commission’s authority to deny the request for good cause in a nonpublic formal investigative proceeding.

What makes the SEC think that this isn’t a formal investigation?

You might be asked to give an informal SEC testimony. This is common when the SEC doesn’t think that it needs to subpoena any parties. However, giving an informal SEC testimony is optional, and it may be necessary to be careful with your answers.

Does the SEC provide counsel for SEC testimony?

The SEC does not provide counsel for SEC testimony. Witnesses are entitled to seek legal representation as necessary. If you have questions or concerns regarding your SEC testimony or want to know about your rights, you should contact a federal securities defense law firm promptly.

Once appointed as counsel, we can obtain a copy of your transcript if you requested one from the SEC. We will work to protect you and the SEC investigation to the fullest extent possible.

Does the SEC request a written request for a copy of the testimony transcript?

According to 17 C.F.R. § 203.6, “[a] person who has submitted documentary evidence or testimony in a formal investigative proceeding shall be entitled, upon written request, to procure a copy of his documentary evidence or a transcript of his testimony on payment of the appropriate fees.”

Can I obtain other witness’s SEC testimony transcript as defense counsel for a company or Wells recipient?

After receipt of a Wells notice, defense counsel will often ask to see the investigation file. This request may encompass documents the SEC has obtained through its subpoena power, such as transcripts and documents from third-party producers.

The SEC staff can disclose all or some of the requested files. However, they may not be required to disclose any files.

In short, other witnesses’ transcripts are not automatically provided to Wells recipients.

Can I obtain other witness’s SEC testimony transcript as defense counsel for the employer or indemnitor of the witness?

The answer to this question is a “no” based on 17 C.F.R. § 203.6, which establishes the rights to a copy of a testimony transcript.

Can a Wells recipient get a copy of another witness’s SEC testimony transcript as a matter of right?

The answer to this question is a “no” under the applicable section of the Securities Exchange Act of 1934 that gives the SEC its subpoena power. The applicable section establishes that the SEC must notify companies if it requests or subpoenas records from employees. But, in the context of the employee’s individual conduct, the SEC need not notify a company if it subpoenas records from an individual other than the company’s employees. 17 C.F.R. § 202.5(c).

Does the SEC provide Wells recipients with a right to discovery during the investigative phase?

No, it does not. 17 C.F.R. § 202.5(c) does not give Wells recipients a right to a copy of any records it has obtained during the investigation, including those from other witnesses.

However, the SEC may permit a company to review records that it has in its possession if they think it is in the interests of justice or in the interest of facilitating an informed settlement discussion before the Commission determines that enforcement action is appropriate. This also gives them discretion to allow review when they decide it may be in the interests of justice.

Does the SEC provide copies to the employee’s employer?

The SEC’s rules do not give any direct or indirect entitlement to a transcript of the employee’s testimony to a company that has employees of its company provide testimony under SEC’s subpoena.

However, if the company is under investigation itself, then the company would be entitled to a copy of the SEC testimony transcript if the company’s employee testimony was ordered as part of a subpoena for records to the company.

If any of this describes your situation, it is worth talking it through with counsel. Spodek Law Group can be reached at 212-300-5196.

Can journalists or members of the public obtain SEC records through FOIA?

Under the Freedom of Information Act (FOIA), any person may file a request with the SEC for access to records that are kept by the Commission’s various divisions and offices. This includes the SEC Enforcement Division records, in which case, FOIA requests are typically handled by the SEC’s Freedom of Information Act Office.

Journalists are among those persons that are entitled to access SEC records. However, FOIA requests for records do not guarantee disclosure. The SEC may withhold information based on any applicable FOIA exemption.

While disclosure would likely impair the SEC’s investigation and future potential enforcement proceeding in most cases, the disclosure of records in closed investigations will not necessarily be restricted. However, FOIA still permits withholding under FOIA Exemption 7(A) and others.

FOIA Exemption 7(A) protects against disclosure when the SEC reasonably believes that disclosure could impair an anticipated or pending law enforcement proceeding (with SEC investigations being categorized as law enforcement proceedings under FOIA). When an investigation is closed and there is no reason to believe that an enforcement proceeding may still be pending, then FOIA Exemption 7(A) may no longer apply. But, other FOIA exemptions such as FOIA Exemption 7(C) may still apply.

FOIA Exemption 7(C) prevents disclosure to any person if “disclosure would constitute an unwarranted invasion of personal privacy.” 5 U.S.C. § 552(b)(7)(C). A witness’s name and addresses may be covered by FOIA Exemption 7(C).

But what about the testimony? FOIA Exemption 7(C) may apply to testimony provided by witnesses, depending on the privacy interests and public interest at stake. Where the testimony is not exempt, FOIA requires the agency to release the record itself with any exempt material redacted, because 5 U.S.C. § 552(b) requires that any reasonably segregable portion of a record be provided to the requester. Providing a summary of the information is not a substitute for producing the record. However, the SEC typically provides the records.

What about records that were submitted under a claim of confidentiality or exempt from disclosure under 17 C.F.R. § 200.83?

While 17 C.F.R. § 200.83(a) allows submitters to request confidential treatment of a business’s or individual’s records, it is procedural only and does not itself determine whether the SEC may withhold information from FOIA requesters. However, it may be a factor under other FOIA exemptions.

A request for confidential treatment is not itself a ground for withholding records under FOIA. However, as noted above, FOIA Exemption 7(C) prevents disclosure when “disclosure would constitute an unwarranted invasion of personal privacy.” 5 U.S.C. § 552(b)(7)(C).

While the SEC can disclose a business’s sensitive business records, it should take sufficient precautions before disclosing the records. 17 C.F.R. § 200.83(c) states: “the Commission or an office of the Commission may, if it reasonably determines that disclosure of the subject matter of the records requested is neither prohibited nor exempt under any provision of the law, including the Freedom of Information Act, and neither otherwise violates the Commission’s policies on the treatment of records and information, disclose such records to the party requesting disclosure upon a written request from the requester.” 17 C.F.R. § 200.83(c).

How does the SEC typically handle FOIA requests for SEC testimony transcripts?

FOIA requires that agencies disclose information that is not exempt under FOIA, even if it is located in a document that is exempt in other parts. In other words, they are required to disclose all “reasonably segregable” portions of the record. 5 U.S.C. § 552(b).

While the SEC is required to provide a response to any FOIA request within twenty working days of its receipt, it is not necessarily required to provide the records that it has in its possession. However, for requests regarding the content of the testimony transcripts, the SEC typically provides records.

Can witnesses share transcripts with others or be subpoenaed?

With whom can the SEC share the results of investigative testimony?

Under Section 24(c) of the Securities Exchange Act of 1934 and 17 C.F.R. § 240.24c-1, the SEC may in its discretion provide nonpublic information, including a testimony transcript, to other federal, state, local, or foreign government agencies, foreign financial regulatory authorities, and self-regulatory organizations, subject to such assurances of confidentiality as the Commission deems appropriate. The SEC may also share statements with other witnesses or parties during investigative testimony if necessary.

Once testimony is taken, then statements from the investigation testimony may be used in later enforcement proceedings. These statements may also be presented to the SEC staff if the witnesses do not correct prior statements.

Can witnesses share testimony transcripts with others?

Section 203.6 does not prohibit a witness from sharing his or her copy of an SEC testimony transcript obtained through a FOIA request, a request to the Commission, or a request to the SEC’s FOIA office.

However, there are other circumstances when dissemination of an SEC testimony transcript would be prohibited. For example, a court may issue a protective order restricting dissemination of testimony under Federal Rule 26(c) of the Federal Rules of Civil Procedure.

Can witnesses be subpoenaed to provide their copies of SEC testimony transcripts?

Yes, they can. Federal Rule 45 may reach transcript copies that are under the witness’s control. If witnesses have a court order or are under a protective order, they must follow its instructions regarding the use and disclosure of the record.

How does the SEC use its subpoena power to obtain an SEC testimony transcript?

In a formal investigation, the Commission will issue a formal investigation order. This order authorizes the SEC staff to issue subpoenas for documents or sworn testimony if they think it is necessary. A witness or entity that receives a subpoena from the SEC Enforcement Division may be required to produce records or provide testimony.

Along with the subpoena, the SEC staff will send a package that includes SEC Form 1662. Form 1662 explains:

• That the SEC has the authority to issue subpoenas for testimony and documents under the Securities Exchange Act of 1934;
• That any witness who receives a subpoena may not be required to do anything for a few hours or days after receiving the subpoena;
• That failure to comply with an SEC subpoena may lead to court enforcement and sanctions; and,
• The rights of the recipient of a subpoena.

If witnesses have concerns about whether they should comply with an SEC subpoena, they should contact an experienced securities defense lawyer.

Which rules apply to SEC interview transcripts, SEC deposition transcripts, and SEC hearing transcripts?

What is SEC investigative testimony?

Investigative testimony is formal testimony that is taken under oath in a recording session. A court reporter will transcribe the testimony. Once the court reporter completes a transcript of the testimony, it will serve as an official SEC testimony transcript.

Does Section 203.6 apply to an SEC interview?

Section 203.6 governs the right to a transcript of formal investigative testimony, but it does not govern SEC interviews. In many cases, the SEC staff will not record a voluntary interview or produce a transcript.

Does Section 203.6 apply to SEC administrative hearings?

No, it does not. SEC administrative-hearing transcripts are governed by 17 C.F.R. § 201.302.

Does Section 203.6 apply to SEC deposition transcripts?

No, it does not. Depositions are governed by the Federal Rules of Civil Procedure. Specifically, Federal Rule 30(e) separately governs the review of deposition transcripts.

What is an SEC informal inquiry?

An informal inquiry is a nonpublic inquiry that the SEC Enforcement Division conducts when it does not think it needs to issue a subpoena. In this case, the SEC relies on the voluntary response of an individual or company.

What are the differences between SEC investigative testimony and SEC deposition?

In a deposition, there are several rules that are different from SEC investigative testimony. For example, during SEC investigative testimony, the SEC staff controls the process by taking the lead on the questioning. By contrast, the parties to the litigation usually lead the questioning during a deposition.

Contact a Federal Criminal Defense Attorney

Nothing here is legal advice, and the details of your case matter. Todd Spodek and Spodek Law Group take federal criminal and white collar cases nationwide, from offices in New York, Brooklyn, Queens and Los Angeles. You can reach the firm at 212-300-5196.