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When Should You Disclose an SEC Investigation?

    Client Alerts
  • July 03, 2014

SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. (See this speech, for example.) It is now well established that there is no rule-specific requirement to disclose an SEC investigation, whether informal or formal. This is true even after receiving a Wells Notice, which informs the recipient that the SEC staff intends to recommend to the SEC that charges be brought. (See Richman v. Goldman Sachs Group, Inc.) SEC rules specifically require disclosure (on Form 10-K and Form 10-Q) only when an enforcement proceeding has commenced (Regulation S-K, Item 103).

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