What to Expect During an SEC On-the-Record Interview.

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

The request for you to give testimony does not establish that you are accused of wrongdoing. However, you should not assume that you are not under investigation, and information learned during testimony can also change your investigative status.

Testimony given on-the-record is ordinarily given under oath or affirmation, and statements made on-the-record can and will be used against you in SEC administrative proceedings, U.S. District Court enforcement actions, and federal criminal proceedings.

Under Rule 7(b) and (c) of the Commission’s Rules Relating to Investigations, witnesses appearing at on-the-record testimony are entitled to be accompanied by counsel. However, it is also true that SEC enforcement personnel are entitled to be present. We can explain more about what it means to be under investigation in detail during a confidential, no-obligation case assessment.

SEC investigations are generally nonpublic while the investigative work continues, which may mean that you do not have to inform third parties that you are under investigation.

Along with the request to give testimony, the SEC will issue you Form 1662, which explains some of your important rights and explains what the SEC does with information you supply.

If the SEC decides not to seek your voluntary consent to give on-the-record testimony, the SEC may seek to compel your testimony through an administrative subpoena. In this case, you may choose to challenge the subpoena in U.S. District Court. If you challenge the subpoena, the SEC may seek enforcement of the subpoena in U.S. District Court. If a federal judge issues an order enforcing an investigative subpoena, you will be required to comply with the order. Disobeying a court order in federal court or refusing to provide testimony on-the-record can result in contempt sanctions.

Why has the SEC asked me to testify?

The request for you to provide testimony on-the-record is a serious matter; however, it is important to remember that giving testimony is not the same thing as being accused. There are many reasons that individuals and companies may be asked to provide testimony on-the-record.

Investor complaints and whistleblower tips can prompt SEC inquiries. Similarly, referrals to the SEC from other regulators or public reporting by major media outlets can also trigger SEC scrutiny.

While the SEC may conduct inquiries on an informal basis, SEC investigations may begin with informal inquiry, while a formal order may later authorize compulsory process. A formal order authorizes designated SEC staff to issue administrative subpoenas seeking information related to the investigation. Informal inquiries, on the other hand, generally depend on the availability of voluntary information rather than on subpoenas.

When contacted during an informal inquiry, you are not required to provide information, and any information you provide may not be under oath. When contacted through a formal subpoena, you will be required to provide testimony or documents unless you can assert a valid reason to oppose the subpoena.

A formal subpoena may require you to provide documents, to provide testimony on-the-record, or both. If you have received a formal subpoena, a time limit for your compliance is normally included within the subpoena and will be enforced by the SEC.

Spodek Law Group’s experienced white-collar defense attorneys can help determine why you have been asked to testify and what information the SEC already has in its possession. We can use this information to help develop a comprehensive and targeted strategy to resolve the investigation as quickly and as discreetly as possible.

How will SEC staff conduct my testimony session?

Testimony given on-the-record to the SEC will typically involve a court reporter who creates a verbatim transcript. The court reporter reads the questions asked by SEC staff and your answers. After the deposition is finished, the court reporter will make a copy of the transcript and send the copy to you and your lawyers.

During the course of your interview, SEC staff may use documents, prior testimony from other witnesses, and other information to question you. Depending on the nature of your interview, you may be asked to identify, explain, or authenticate exhibits provided by the SEC staff.

No SEC rules or other federal laws or regulations set a standard duration for an individual’s testimony session, and you may be asked to return for another interview. Similarly, no SEC rules or other federal laws or regulations prescribe fixed intervals or durations for testimony breaks. However, SEC staff may allow for breaks, and your lawyers should ensure that you receive breaks to avoid unnecessary delays.

With the passage of time, it has become more common for on-the-record testimony with the SEC to occur by videoconference rather than in person. Regardless of the technology used, on-the-record testimony with the SEC should be viewed as a very formal proceeding, and you should be prepared to respond to all questions clearly, concisely, and accurately.

While providing testimony on-the-record is a common feature of an SEC investigation, SEC staff may not wait until they have collected all of the documents and information they are seeking before they take sworn testimony from witnesses. If you have not yet provided the documents requested by the SEC, your lawyers should work to provide these documents as soon as possible to minimize the chance of your testimony being based on assumptions about what is contained within the documents.

While multiple SEC personnel may be present during your interview, typically, one staff attorney will be tasked with conducting your interview. While other SEC staff members and investigators may be present and may also ask questions, the primary interviewer will be tasked with leading the interview. Your lawyers will be tasked with coordinating your interview with the SEC personnel.

We represent SEC enforcement cases and SEC administrative and appellate matters. To speak with one of our experienced SEC defense attorneys, call Spodek Law Group today. We offer a complimentary case assessment and strict confidentiality for all prospective clients and their families.

What can my lawyer do during SEC testimony?

Under SEC Rule 7(a), 17 C.F.R. § 203.7(a), a person who is compelled or requested to provide information must, upon request, be shown the Commission’s formal order of investigation. Obtaining a copy of the order to retain, however, requires the approval of a senior Division of Enforcement or Regional Office official.

Rules 7(b) and (c) of the Commission's Rules Relating to Investigations, 17 C.F.R. § 203.7(b)-(c), provide for a witness’s right to have counsel present to advise the witness before, during, and after the examination. While witnesses are entitled to the advice of their counsel during the examination, objections based on constitutional or privilege grounds generally will be allowed to a brief discussion with counsel in order to discuss the nature of the objection.

Although the investigation is conducted by the SEC, witnesses’ counsel can ask brief clarifying questions at the conclusion of the examination to clarify answers the witness has given.

Under SEC Rule 6, witnesses can inspect the official transcript of their own testimony. Obtaining a copy of a witness’s official transcript generally requires the filing of a written request and payment of prescribed fees.

We represent SEC enforcement cases. To speak with an experienced SEC defense attorney, call Spodek Law Group today.

Although a subpoena requires you to provide testimony or documents to the SEC, it does not eliminate your attorney-client privilege or your work-product privilege. It does not authorize the government to see information you have shared with your counsel.

Our SEC investigation defense attorneys can assist clients during SEC investigations. We offer comprehensive representation during all stages of the investigation, and we fight for our clients’ rights every step of the way.

To minimize your risks during your testimony session, our SEC defense lawyers will take the following steps:

• Review the documents the SEC has already received or is seeking to identify red flags.
• Assess the risks and potential for civil and criminal exposure in your SEC investigation.
• Establish legal defenses that may potentially eliminate the need for further investigation.
• Prepare you for the questions you may receive from the SEC investigators.
• Establish a clear communication protocol between you and your lawyers during your interview.
• Formulate a comprehensive strategy focused on protecting you and achieving the best possible result.

To speak with an experienced white-collar defense attorney, call Spodek Law Group today. We offer a free, confidential, and no-obligation case assessment to all potential clients and their families.

How should I prepare without creating additional legal exposure?

During your preparation and testimony, it is important to distinguish between what you know through personal knowledge and what you know through recollections and assumptions. Preparation typically involves a thorough review of all records, documents, and other evidence relevant to the investigation. Our attorneys will also work with you to anticipate all potential subject areas for questioning by SEC staff. While we will work with you to identify any and all evidence relevant to the investigation, you must preserve all records, documents, and other evidence that are relevant to the investigation. Document preservation is required once litigation or an investigation is reasonably foreseeable. In your SEC investigation, this will have occurred some time ago. We will work with you to preserve all evidence. We will also work with you to assess any potential exposure you may have. However, if you deleted or destroyed any evidence relevant to the SEC investigation, this can create separate exposure for obstruction of justice charges in addition to the underlying allegations that are the subject of the investigation. When providing testimony during an SEC investigation, you must avoid making any material false statements. Under 18 U.S.C. § 1001, it is generally prohibited for an individual to knowingly make any material false statement in any matter that is within the jurisdiction of the federal government. An intentional false statement during an SEC investigation or at an SEC administrative or judicial proceeding can lead to substantial penalties, including criminal prosecution. The Fifth Amendment to the United States Constitution protects against compelled self-incrimination in all “criminal cases.” This constitutional right applies to testimony given during SEC administrative investigations as well. If you have decided to invoke your Fifth Amendment rights during your on-the-record testimony, your lawyers should help determine if this is the best choice. When defending clients in SEC investigations, our white-collar defense attorneys carefully assess the potential for DOJ exposure. We only advise our clients to waive their Fifth Amendment rights when this makes sense in light of the risks involved. Information obtained during civil SEC investigations can be shared with other criminal and regulatory authorities. This includes criminal enforcement actions initiated by the DOJ as well as other federal, state, and local law enforcement authorities. It also includes regulatory actions by other federal and state agencies. Our experienced SEC investigation defense attorneys can provide further advice and answers to your questions during a complimentary and confidential case assessment. Call Spodek Law Group today at 855-298-3685 to speak with an experienced SEC defense attorney.

What should I ask before hiring an SEC defense lawyer?

If you have concerns about the nature of your SEC investigation or the consequences of responding to the SEC’s testimony request, here are some questions to ask before you make a decision. - Does the company’s counsel represent me? If your employer’s counsel contacted you, they may be representing the company alone. Company counsel can only represent you if they are also specifically representing you.

• Does the company hold the attorney-client privilege? In the event that your employer’s counsel is representing you, a corporation ordinarily maintains control over the attorney-client privilege. This means the company will have the unilateral right to decide if, when, and how to disclose your communications to the SEC. When is joint representation between a company and its employee no longer appropriate? Joint representation only makes sense as long as the interests of the employee and employer are aligned. When these interests diverge, joint representation can become improper and counsel should step down and withdraw. - Will the firm conduct a conflict check? If a firm represents your company or another party involved in the SEC investigation, it will likely be unethical and illegal to represent you. This includes the company’s counsel and other witnesses, as well.
• Who will be handling my case? If you hire an SEC defense lawyer, you need to know who will be preparing you for your interview and attending your interview with you.
• What are the lawyer’s past experiences? Your lawyer should be able to describe their past experience responding to the SEC’s investigative subpoenas and representing clients during on-the-record testimony.
• What is the lawyer’s fee agreement? Your lawyer should be able to explain their retainer, hours for staffing, billing rates, costs for document review, and other expenses.

Facts and Statistics

- Enforcement Actions Filed by SEC: 583 during fiscal year 2024

• Preliminary Injunctions Sought by SEC: 447 during fiscal year 2024
• Disgorgement and Prejudgment Interest Ordered by SEC: $6.1 billion during fiscal year 2024
• Defendants Charged by SEC: 940 during fiscal year 2024
• Individual Defendants Charged by SEC: 550 during fiscal year 2024
• Civil Money Penalties Ordered by SEC: $2.1 billion during fiscal year 2024

Can my defense lawyer interview other potential witnesses?

In the event that you are a witness (and not the target) of an SEC investigation, you are not a witness for the defense. You are an investigative witness. Until charges are filed, the SEC is investigating potential criminal or civil liability.

The lawyers who represent you in an SEC investigation generally cannot conduct formal depositions of witnesses before charges are filed. They may ask to conduct a voluntary interview of unrepresented witnesses. Since these witnesses are not under oath, they can decline to be interviewed by your lawyers. They can also decline to provide documents or answer questions.

Even if you have not given testimony on-the-record, if your lawyer identifies a witness who you believe is relevant to the investigation, your lawyer may request to conduct a voluntary interview with that witness.

Can an SEC defense lawyer conduct an interview with a represented witness?

Although the SEC prohibits individuals who are not SEC counsel from speaking with represented witnesses, witnesses who are not under oath or subpoenaed can decline to participate in a voluntary interview. However, the person who wishes to conduct an interview must still obtain the consent of the person’s lawyer prior to requesting a voluntary interview. Model Rule 4.2, Rule of Professional Conduct, and the American Bar Association’s Code of Conduct, restrict contact with a represented individual without that individual’s lawyer’s consent.

Can an SEC defense lawyer conduct an interview by deposition, or conduct a cross-examination?

If you are being subpoenaed to provide testimony, then you are not the one in control of the situation. You are an investigative witness. Your lawyers are tasked with preparing you to answer questions during your testimony session. This is not a defense deposition or cross-examination.

Can an SEC defense lawyer conduct a deposition if the SEC conducts a criminal investigation?

While an SEC investigation is non-public, there are no SEC rules or other regulations that ban witnesses from speaking with others. A non-public investigative status does not impose a blanket gag order on any individuals or corporations under investigation. Witnesses can speak with their attorneys, their employer’s attorneys, and with prospective attorney candidates. If necessary, your lawyer can speak with your attorneys.

How long will the SEC investigation continue after testimony?

How long are SEC investigations likely to last?

There is no general completion deadline for SEC investigations. Published materials that provide information on how long SEC investigations typically take are not reliable. If the SEC has obtained the information it needs through the documents you provided and your on-the-record testimony, it may be possible to close the investigation. However, this will depend on the circumstances involved.

What is the typical timeline for SEC administrative investigations?

Like other SEC investigations, SEC administrative investigations have no general completion deadline. However, generally, an MUI (Matters Under Inquiry) can be either closed or converted to a formal investigation within 60 days from when it was opened.

Will providing testimony and all of the documents that the SEC is seeking end the investigation?

Providing testimony on-the-record or providing all documents that are being sought is not guaranteed to end the investigation or result in any particular outcome. The SEC may request more documents or request that you testify during an additional on-the-record testimony session if SEC staff still has unanswered questions.

What are the next steps if the SEC decides to charge me?

If the SEC decides to charge you with violating the U.S. securities laws, the SEC staff will normally serve you with a Wells notice. A Wells notice is a form of notification to a target in an SEC investigation and is sent before SEC staff presents its recommendations to the Commission.

The Wells notice will explain:

• The target’s alleged violations
• The nature of the evidence obtained in the investigation and the basis for charging the target
• The target’s right to communicate with the Commission in response to the staff’s recommended charges

What can I do if I receive a Wells notice?

If you receive a Wells notice, you should contact an SEC defense lawyer immediately. An experienced SEC investigation defense attorney can provide advice and can help you determine whether to respond to the SEC’s Wells notice or request more time to decide.

How does the SEC make a decision to bring civil or criminal charges against me?

The SEC Commissioners who make up the Commission evaluate the staff’s recommendations in light of the evidence obtained during the investigation. The Commissioners make an informed decision to authorize enforcement action based on the individual’s intent and any violations of the securities laws. This decision can take time, and it is not possible to determine the outcome of an SEC investigation in advance.

Is a Wells notice issued for every SEC investigation?

No, a Wells notice is not issued in every SEC investigation. An SEC investigation can close without the issuance of a Wells notice, and SEC staff can close the investigation without presenting the target with the opportunity to be heard.

Generally, an MUI will either be closed or converted to a formal investigation.

Speak With a Federal Defense Lawyer

If you are dealing with any part of what this article describes, the next step is a conversation with a lawyer who handles these cases. Spodek Law Group is a second generation criminal defense firm practicing since 1976, representing clients nationwide from offices in New York, Brooklyn, Queens and Los Angeles. Call 212-300-5196 to speak with our team.