How to Handle an SEC Subpoena [Step-by-Step]

No one ever wants to receive an SEC subpoena, but when you do it is important to take action immediately so as to protect your future. In this article we will review what an SEC investigation subpoena is, the different types of SEC subpoenas you can receive, and what to do, step-by-step, if you receive an SEC investigatory subpoena. What is an SEC Subpoena? An SEC subpoena is a legal order for recorded testimony that is issued by the Securities and Exchange Commission in connection with one of its investigations. The subpoena requests documents, data, or both which are relevant to an ongoing investigation. Need Legal Help? Let’s talk. or, give us a ring at 561-338-0037. Note: If you get served with an SEC subpoena, it means you’re likely under suspicion of committing or witness to securities fraud even though the SEC will tell you not to conclude anything from the fact you were served with a subpoena. SEC Subpoena Power The Securities and Exchange Commission (SEC) is the federal agency responsible for enforcing securities laws, proposing new securities rules, and regulating the securities industry. The SEC has the power to investigate almost any company or individual for securities fraud. The SEC is primarily interested in issues involving potential stock manipulation, false or misleading statements in offering documents, insider trading, and other areas where investors are being cheated out of money. The staff of the SEC has subpoena power which they can use to compel individuals and companies under investigation to produce requested documents and/or testify at hearings under oath about their involvement with certain companies or businesses. If you receive an SEC subpoena, your life could be turned upside down until the issue is resolved. There are two types of SEC subpoenas: Subpoena ad testificandum: This subpoena compels the person to whom it is addressed to appear at a specific time and place and testify under oath or affirmation. Subpoena duces tecum: This subpoena compels the person to whom it is addressed to produce documents in his possession or control, either at a designated location or before the person who signed the subpoena. What happens when you get an SEC Subpoena?  When you get served with an SEC subpoena, it means that your records are being requested by a federal agency for an investigation. Generally, you’ll be told that you have 30 days from the date of service of this document to provide all records related to whatever it’s requesting. IMPORTANT: You will likely have to appear in front of a SEC enforcement official who may ask you questions under oath and subject to the penalty of perjury and/or making false statements to a government official. Do not lie about not having any records because if they come back and say you lied about having them, you could be charged with obstruction of justice. What should I do if I get an SEC Subpoena? Unfortunately, investigations by the SEC does happen from time to time. If you receive an SEC subpoena, it’s important to act quickly and be proactive. Below are the steps to take after receiving a subpoena from the SEC: Step 1: Consult a SEC defense lawyer who is experienced with SEC subpoenas immediately. Your lawyer will be able to guide you through the process and represent you during the investigation. An attorney can determine how to respond to your subpoena, what information you should immediately turn over, and help you avoid making any mistakes that could result in additional scrutiny or legal consequences. Step 2: Know your rights under the concept of “privileged” information. Under the attorney-client privilege, for example, you do not have to provide anything to the SEC if it would be between you and your lawyer. Step 3: Read the terms of the subpoena thoroughly. Make sure you understand them and determine what information must be turned over. If your subpoena requests specific documents, the SEC will likely want to review all of those documents. Step 4: Respond to the subpoena as soon as possible with an attorney by your side. Returning things too quickly without consulting a lawyer first could look bad for you during the rest of the investigation process. And if they ask for something that is difficult or unrealistic to produce, you can let them know that upon receiving their request. Some items may take longer than 30 days to find/produce depending on how easy it is for you to obtain (i.e., if there are thousands of emails it could take some time). Step 5: Keep a detailed record of all aspects of the process, including any contact or communication with an SEC investigator(s) so that you can protect yourself down the road with evidence in case there is any uncertainty about what happened during the investigation process. Step 6: Keep the details of your case confidential with yourself and your legal representation. Do not discuss or share information about your case with anyone who isn’t an attorney because you do not want to risk incriminating yourself. Step 7: Be proactive and do not engage in any activity that could be considered obstruction of justice, such as lying or concealing information. What types of records might the SEC subpoena? The Commission may subpoena documents related to financial transactions (including transfers of money between accounts), communications (including e-mails), photographs, videos, and other data like employment history or company policies/employee handbooks/training manuals. For example, the SEC may subpoena communications related to specific stock sales or actions taken during an acquisition. Schedule a Consultation with an Experienced SEC Defense Attorney If you are served with an SEC subpoena, you should promptly contact a lawyer experienced in representing parties dealing with federal investigations to guide you through how to handle your case and protect yourself. The Law Offices of Robert Wayne Pearce, P.A. has over 40 years of experience dealing with the SEC subpoenas and enforcement actions. Our attorneys can help you determine what information needs to be turned over, provide advice on how to handle the SEC investigation, and work hard to protect your interests. We will carefully review...

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What a Securities Lawyer Does

The term “securities” encompasses several forms of financial instruments that hold some type of monetary value. Securities exist in the form of: Stocks, Bonds, Options, Notes, Certificates of interest, Collateral trust certificates, Transferable shares, and Investment contracts. Consumers and financial professionals trade securities in financial markets in an attempt to generate profits.  The law regulating securities and financial industry professionals exists to protect investors and shareholders from misconduct and enforce compliance with federal and state securities laws. Securities laws evolve rapidly to keep pace with developments in financial markets. This is where securities lawyers come in. What Does a Securities Lawyer Do? A securities lawyer specializes in securities laws and regulations that apply to investors, brokers, and financial advisors. Securities lawyers represent investors claiming losses as a result of misconduct or fraud, as well as brokers and financial advisors accused of misconduct by their clients or their employers. Investment Losses? Let’s talk. or, give us a ring at 561-338-0037. Attorney Robert Pearce has over 40 years of experience as a securities lawyer and has been named a Florida Super Lawyer through Thomson Reuters for Securities Litigation. The Super Lawyer title is awarded only to those in the top 5% in their area of law. Robert’s extensive knowledge of securities law and experience representing investors and financial professionals equip him to obtain the best results for each and every client. When Should an Investor Hire a Securities Lawyer? If you are an investor who suffered losses due to broker misconduct, you have the right to seek reimbursement from the parties responsible. Broker misconduct exists in multiple forms, including: Breach of fiduciary duty; Failure to disclose a conflict of interest; Churning, also known as excessive trading; Lack of diversification; Failure to adequately supervise; Misrepresentation; Omission of material facts; Unsuitable investment recommendations; Unauthorized trading; and  Misappropriating client funds.  While some forms of broker misconduct are easy to recognize, others are not. A financial advisor who stole funds out of your account and transferred them to a personal account clearly misappropriated your funds and committed misconduct. It’s more difficult to prove that a financial advisor recommended unsuitable investments, however, because the suitability of an investment depends on a number of different factors.  If you suffered investment losses and believe it was a result of broker misconduct, contact a securities lawyer today to evaluate your case.  The FINRA Arbitration Process FINRA is a self-governing regulatory agency charged with ensuring its members comply with the ethical rules of the financial industry and investigating investor complaints alleging misconduct and fraud. FINRA can impose fines and restrictions on brokers when necessary. Many investment contracts between brokers and investors include an arbitration provision that requires investors to file claims with FINRA. The FINRA arbitration process involves several steps, including: Filing a statement of claim; Selecting arbitrators; Participating in pre-hearing conferences and discovery; and Attending the arbitration hearing. Robert Pearce has represented hundreds of clients in the FINRA arbitration process. He is committed to obtaining the best results for his client in every case.  When Should a Financial Professional Hire a Securities Lawyer?  Brokers and investment advisors facing disputes with their brokerage firms or regulators should consider seeking the advice of a securities lawyer. We have represented investment professionals in investigations and administrative proceedings initiated by the: United States Securities and Exchange Commission (SEC); Financial Industry Regulatory Authority (FINRA); United States Commodities Futures Trading Commission (CFTC); and Certified Financial Planner Board of Standards (CFP Board). Regulatory judgments against financial professionals can result in serious consequences, including being barred from the financial industry. You should seek the counsel of a securities lawyer as soon as possible after being contacted by any securities regulatory agency.  The securities lawyers at The Law Offices of Robert Wayne Pearce, P.A., represent brokers and advisors in employment agreement disputes and in employment disputes involving discrimination. Additionally, our securities attorneys represent brokers and advisors against their employers in the event of Form U-5 Abuse, which occurs when an employer uses a Form U-5 to blackmail a former employee.  Contact The Law Offices of Robert Wayne Pearce, P.A., Today Robert has over 40 years of experience representing clients in securities disputes and has won multiple million-dollar awards on their behalf. We operate on a contingency fee basis. That means you have to pay for your legal representation only in the event of a settlement or award. When you suffer losses through no fault of your own, having an experienced securities lawyer in your corner can increase your chances of recovery. Contact our office today for a free case review.

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Securities Law in 2021: The Definitive Guide

The law governing securities evolves constantly to keep pace with changes in the industry. Regulatory agencies like the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) F/K/A National Association of Securities Dealers (NASD) enforce various rules and regulations designed to promote fair and full disclosure of material facts related to financial markets and individual securities transactions. This guide provides a surface-level overview of the securities laws in the United States and what those laws mean for you. Important Terms in Securities Law A security is an intangible financial instrument that entitles its owner to claims of ownership on assets and earnings of the issuer or the voting power that accompanies the claims. Securities exist in the form of: Notes, Stocks, Treasury stocks, Bonds, Certificates of interest, Collateral trust certificates, Transferable shares, Investment contracts, Voting trust certificates, Certificates of deposit for a security; or A fraction, undivided interest in mineral rights. Stock markets in the United States collect trillions of dollars on investments through the securities trade.  The individuals buying or selling securities are referred to as investors. The term “retail investor” refers to an individual who typically purchases securities from a broker and, in most cases, does not purchase a large quantity of securities. The term “institutional investor,” on the other hand, often refers to a company investing large sums of money in securities.  The company buying and selling securities for investors is known as a broker-dealer. Firms like Morgan Stanley and Merrill Lynch employ brokers to serve clients by buying and selling securities on their behalf.  History of Federal Securities Law Prior to the Great Depression, the United States lacked an expansive securities regulation at the federal level. As a result, companies falsified and misrepresented financial information without fear of consequences. During the 1920s, the stock market expanded rapidly as the U.S. economy grew and stock prices reached record highs. Between August 1921 and September 1929, the Dow increased by 600%. Excitement surrounding the stock market fueled retail investors to get involved. Many retail investors purchased stocks “on margin,” meaning they only paid a small portion of the stock price and borrowed the remaining amount from a bank or broker. Despite the audacity of the claim, many believed that stock prices would continue rising forever. In early September 1929, stock prices started to decline. Not yet alarmed, many investors saw an opportunity to buy into the stock market at a lower price. The Stock Market Crash of 1929 On October 18, 1929, stock prices decreased more significantly. October 24 signaled the first day of panic among investors. Known as “Black Thursday,” a record 12,894,650 shares were traded throughout the day. On October 28, the Dow suffered a record loss of 38.33 points, or 12.82%. The following day—”Black Tuesday”— held more devastating news for investors as stock prices dropped even more. 16,410,030 shares were traded on the New York Stock Exchange in a single day. The 1929 stock market crash resulted in billions of dollars lost and signaled the beginning of the Great Depression. The Aftermath In the wake of the crash, the U.S. Senate formed a commission responsible for determining the causes. The investigation uncovered a wide range of abusive practices within banks and bank affiliates and spurred public support for banking and securities regulations. As a result of the findings, Congress passed the Banking Act of 1933, the Securities Act of 1933, and the Securities Exchange Act of 1934. New York County Assistant District Attorney Ferdinand Pecora finalized the final report and conducted hearings on behalf of the commission and was later selected as one of the first commissioners of the SEC. Federal Securities Laws and Regulations The American banking systems suffered significantly in the wake of the stock market crash, as approximately one in three banks closed their doors permanently. Following the crash, the U.S. government imposed tighter rules and regulations on the financial industry. As securities evolve, regulatory agencies are responsible for imposing up-to-date regulations to protect investors. Banking Act of 1933 The Banking Act of 1933 (the Banking Act), implemented by Congress on June 16, 1933, signaled the start of many changes in the securities industry. First, the Banking Act established the Federal Deposit Insurance Corporation (FDIC), created to provide deposit insurance to depositors in United States depository institutions in an effort to restore the public’s trust in the American banking system.  Glass-Steagall provisions Four sections of the Banking Act—referred to as the Glass-Steagall legislation—addressed the conflicts of interest uncovered by Ferdinand Pecora during his investigation into the stock market crash of 1929. The Glass-Steagall legislation sought to limit the conflicts of interests created when commercial banks are allowed to underwrite stocks and bonds. In the previous decade, banks put their interest in promoting stocks and bonds to their own benefit, rather than considering the risks placed on investors. The new legislation banned commercial banks from: Dealing in non-governmental securities for customers; Investing in non-investment grade securities on behalf of the bank itself; Underwriting or distributing non-governmental securities; and Affiliation or employee sharing with companies involved in such activities. On the other side, the legislation prohibited investment banks from accepting deposits from customers. Deterioration and reinterpretation of Glass-Steagall provisions The separation of commercial and investment banks proved to be a controversial topic throughout the financial industry. Only two years after passing the Banking Act, Senator Carter Glass—the namesake of the provisions—sought to repeal the prohibition on commercial banks underwriting securities, stating that the provisions had unduly damaged securities markets.  Beginning in the 1960s, banks began lobbying Congress to allow them to enter the municipal bond market. In the 1970s, large banks argued that the Glass-Steagall provisions were preventing them from being competitive with foreign securities firms. The Federal Reserve Board reinterpreted Section 20 of the Glass-Steagall provisions to allow banks to have up to 5% of gross revenues from investment banking business. Soon after, the Federal Reserve Board voted to loosen regulations under the Glass-Steagall provisions after hearing arguments from Citicorp,...

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