Chapter 13: Commission Administrative Investigations
§ 13.1 SEC Investigative Powers
§ 13.1.1 The Preliminary (Informal) Inquiry
§ 13.1.2 The Formal Investigation
§ 13.1.3 Wells Submission—The Target’s Opportunity to Respond
§ 13.1.4 Reliance on Counsel
§ 13.1.5 Settlement
§ 13.1.6 Appeal of Sanctions
§ 13.1.7 An Insolvent Defendant
§ 13.1.8 SEC Statute of Limitations
§ 13.1.9 Ongoing Review of Open Enforcement Investigations and Termination of Investigations
§ 13.1.10 Communications with Senior Enforcement Officials
§ 13.1.11 Witness Assurance Letters and Contacting Employees of Issuers
§ 13.1.12 Cooperation Credit Under the Enforcement Manual
§ 13.2 SEC Rules of Practice and Rule 102(e)
§ 13.2.1 Rules of Practice—Administrative Proceedings
§ 13.2.2 Rule 102(e)
§ 13.2.3 SEC’s Rules Governing Accountants
§ 13.2.4 SEC’s Rules Governing Attorneys
§ 13.2.5 Examples of Rule 102(e) Proceedings
§ 13.3 Penalties for Violations
§ 13.3.1 Penalties under SERPSRA
§ 13.3.2 Imposing Monetary Sanctions on Corporations
§ 13.3.3 Penalties for Aiding and Abetting
§ 13.4 Internal Investigations and the Attorney-Client Privilege
§ 13.4.1 Internal Investigations
§ 13.4.2 Attorney-Client Privilege
§ 13.4.3 Waiver of the Attorney-Client Privilege
No Selective Waiver Doctrine
No Waiver of the Privilege
§ 13.4.4 Crime-Fraud Exception to the Attorney-Client Privilege
§ 13.4.5 Cooperation with the Investigators
Benefits of Cooperation in Agency and Self Regulatory
Organization Investigations
Cooperation with the Department of Justice
Balancing the Attorney-Client Privilege with Cooperation
§ 13.5 SEC Interpretive Processes
§ 13.6 How Sarbanes-Oxley Impacts the Practice of Law
§ 13.6.1 How Sarbanes-Oxley Affects Attorneys
§ 13.6.2 Minimum Standards of Professional Conduct
§ 13.6.3 Material Violation
§ 13.6.4 Duty of Confidentiality and the Attorney’s Obligation to Report
§ 13.6.5 Potential Sanctions
§ 13.6.6 What This Means to “Non-Securities” Lawyers
§ 13.7 How Sarbanes-Oxley Affects Private Companies
§ 13.8 Conclusion
