What to Do If You Receive an SEC Subpoena

Understanding SEC Subpoenas

If you work in any area of the securities industry—such as advising investors, issuing publicly traded securities, or even investing yourself—you may one day face the possibility of receiving a subpoena from the U.S. Securities and Exchange Commission (SEC). The SEC has broad authority to regulate the securities markets by issuing rules and investigating potential violations of federal securities laws.

An SEC subpoena requires you to either produce documents in your possession or appear before the SEC to provide sworn testimony. While subpoenas are a powerful investigative tool used to protect the investing public and promote fair markets, receiving one can be an alarming and stressful experience.

The most important step you can take upon receiving an SEC subpoena is to immediately consult an experienced SEC defense attorney. An attorney can protect your rights, ensure compliance with complex SEC rules, and help manage the agency’s often short and inflexible deadlines.

What an SEC Subpoena Means

An SEC subpoena is a legal order indicating that the Commission has already issued a formal order of investigation. It is backed by the authority of the federal government and ignoring it can lead to contempt proceedings in federal court.

Key points to understand include:

• The subpoena confirms that a formal investigation is already underway;
• Failure to comply may result in court enforcement, daily fines, or possible incarceration;
• The subpoena will not disclose whether you are a witness or a target;
• It will not specify whether the investigation is civil or criminal;
• It will not identify the precise conduct under investigation or the evidence the SEC already possesses.

The SEC intentionally keeps subpoenas vague to preserve flexibility while gathering additional information.

In March 2025, the SEC adopted a new rule requiring approval by a majority of SEC commissioners before issuing a subpoena to open a formal investigation. As a result, subpoenas are no longer mere “fishing expeditions” and now signal a higher level of internal scrutiny.

Formal Orders of Investigation

A formal order of investigation outlines the securities law violations the SEC believes may have occurred and describes the scope of the inquiry. Although recipients are entitled to request a copy of the formal order, most individuals never do—often because they are unaware that it exists.

A request must be made in writing to the Assistant Director assigned to the investigation. The SEC may deny the request if disclosure would impede the investigation or compromise the privacy of others involved.

Witness vs. Target Status

Your status in an SEC investigation is fluid and may change without notice. Based on documents you produce or statements you make during testimony, you may transition from witness to target—often without being informed.

By the time that shift occurs, you may have already provided the SEC with information it can use against you. This makes early legal representation critical.

The Importance of Legal Representation

Compliance with an SEC subpoena is mandatory, but how compliance is handled can significantly affect the outcome of the investigation. An experienced SEC defense lawyer can:

• Negotiate the scope and timing of document production;
• Assert and preserve attorney-client privilege;
• Prevent inadvertent waiver of privilege through document review;
• Prepare you for testimony and questioning;
• Advocate on your behalf with SEC enforcement staff.

Accidentally producing a privileged document can waive protection not only for the document itself, but for all related communications—potentially impacting future proceedings as well.

Why This Matters

Receiving an SEC subpoena can be a life-altering event regardless of the ultimate outcome. The stakes are high, the rules are unique, and every decision matters. SEC investigations differ significantly from traditional litigation, and missteps can have long-term professional and financial consequences.

Need Legal Guidance for an SEC Subpoena?

The securities attorneys at Corporate Securities Legal LLP have extensive experience defending individuals and companies in SEC subpoena investigations. Our team understands how SEC investigations work, how to interpret enforcement signals, and how to navigate this complex regulatory process while protecting your rights.

Contact us to discuss your situation and ensure you are responding to an SEC subpoena strategically, efficiently, and in full compliance with the law.