Criminal Defense Lawyers

Should I Meet With SEC Staff After a Wells Notice?

You received the Wells Notice. You understand what it means. Now the question becomes whether to meet with the SEC staff in person. The standard advice is that meeting with the enforcement team gives an opportunity to humanize the case and change minds before they make the final recommendation. That advice is technically accurate. It is also dangerously incomplete about what these meetings actually accomplish.

Welcome to Spodek Law Group. Our goal is to explain what actually happens in these meetings, because the reality is very different from what most people expect. Practitioners who handle SEC enforcement matters for a living have a particular view of Wells meetings. One described them as perfunctory boxes regulators check on the path towards recommending prosecution. Not opportunities for persuasion. Not chances to humanize your case. Boxes they check before proceeding with what they already planned to do.

Here is the uncomfortable truth that nobody explains. The SEC staff has already decided to recommend enforcement action against you. That is what the Wells Notice means. The meeting is not designed to change their minds. It is designed to give respondents the opportunity to present information they might have missed. If there is no missing information, if the staff already has the complete picture and that picture supports enforcement, the meeting is unlikely to change anything. What it might do is help them build a stronger case.

The One-Hour Reality: What the Meeting Actually Is

Heres something that will fundamentaly change how you think about the Wells meeting. When you meet with front office leadership at the SEC, you get aproximately one hour. Thats your window. One hour to undo months or years of investigation. One hour to present arguments the staff has been preparing to counter.

The staff considers this meeting an opportunity for open dialogue. Those are their words. And heres the part that surprises most people: they specificaly note that handouts and PowerPoint presentations inhibit the opportunity to exchange information. They dont want you coming in with slides and binders. They want conversation. They want you talking.

Think about why that might be. A PowerPoint presentation is controlled. You present what you want to present. Conversation is spontaneous. You might say something you didnt plan to say. Something about the defense strategy might slip out. An admission that helps their case might occur.

The meeting format itself is designed to encourage the kind of open dialogue where you reveal more than you intended. The staff isnt sitting there hoping to be persuaded. They’re sitting there listening for anything useful.

One practitioner described Wells meetings as having three possible outcomes. First, you convince them to drop the case, which happens in a small minority of situations. Second, you get them to modify their recommendation with fewer charges or narrower scope. Third, you give them information that actualy strengthens their case against you. The third outcome is more common then most people realize.

The “Open Dialogue” Trap: Why They Want You Talking

Heres the dynamic that catches most people off guard. The SEC staff genuinly believes these meetings are opportunities for open dialogue. They are not being cynical. They actualy think this is a fair process were both sides exchange information. The problem is that the exchange is fundamentaly asymmetric.

You are there to persuade them not to recommend charges. They are there to evaluate whether anything you say changes their analysis. But also to evaluate whether anything you say confirms their analysis or reveals new information they can use. Everything flows one direction: from respondent to regulator.

And heres what happens to the statements made during the meeting. They go into the Action Memorandum that the staff prepares for the Commissioners. This document contains the staffs response to the Wells Submission and the oral presentation. The Commissioners see the staffs version of what was said, filtered through the same people who already decided to recommend charges.

Meeting statements are also discoverable. They are not protected by settlement privilege rules. If shareholders or customers sue later, they can get the Wells meeting statements through discovery. If there is a paralel criminal investigation, those statements can potentialy be shared with prosecutors.

The opportunity to meet is also the opportunity to create a record that follows through every subsequent proceeding. This is why many experienced practitioners actualy advise against meeting in most cases.

The Blunderbuss Problem: What Doesnt Work

Theres a common instinct when you recieve a Wells Notice. You want to address everything. Every allegation. Every piece of evidence. Every legal theory the staff might be considering. You want to show that you’ve thought about all of it and have responses to all of it.

This instinct is wrong. One practitioner described it as the blunderbuss approach, and he noted that it rarely works. The SEC staff has been building this case for months or years. They have responses to your responses. If you try to address twenty points, they will pick apart the weakest three and use them to dismiss the whole presentation.

Heres what actualy works in the rare cases were Wells meetings change outcomes. Focus on a few strong defenses. Not twenty arguments. Not ten. A few. The ones that genuinly create problems for the staffs legal theory. The ones that are based on facts they may have missed or law they may have misapplied.

And heres the specific guidance from practitioners. Cite case law and prior SEC actions. The enforcement staff prides itself on consistency. If you can demonstrate that similar conduct has been approved by courts or handled differentally by the SEC in analogous situations, that information can be genuinly persuasive. Generic arguments about why the client is a good person are not persuasive. Specific legal precedent that creates problems for consistency is persuasive.

The other thing that works: alerting the staff in advance to key facts. Supplemental submissions on the eve of a Wells meeting are rarely effective. If there is information that changes the picture, get it to them early. Let them evaluate it before the meeting. Coming in with last minute surprises looks like desperation, not advocacy.

The Information Flow: Where Your Words Actually Go

After the Wells meeting, statements dont disappear. They flow into a specific process thats worth understanding.

First, they go into the Action Memorandum. This is the document the enforcement staff prepares for the Commissioners. It contains the staffs recitation of facts, their legal analysis, their response to the written submission, and their response to any oral presentation. The Commissioners recieve this document when they vote on whether to approve the staffs recommendation.

Heres the critical point. The Action Memorandum is prepared by the same staff who investigated you and who already decided to recommend charges. They’re not neutral reporters of what was said. They’re advocates for their own recommendation, responding to the defense arguments in a document designed to persuade the Commissioners to approve enforcement.

Second, the statements can be used in subsequent litigation. The SEC treats statements made in Wells submissions and meetings as potential party admissions under Federal Rule of Evidence 801(d)(2). If charges are filed, statements from the Wells process can be used in the SEC hearing.

Third, the statements are discoverable in private civil litigation. Courts have held that Wells process statements are not protected by settlement privilege. If shareholders sue for securities fraud, they can subpoena the Wells meeting transcript. The defense strategy, revealed in that meeting, becomes evidence in a completly different proceeding.

Fourth, if there is a paralel criminal investigation, statements can potentialy flow to prosecutors. The DOJ and SEC coordinate on many matters. What you tell the SEC in a civil context can end up in a criminal investigation file.

Think about that consequence cascade. You meet with SEC staff trying to avoid civil charges. Statements flow into the Action Memorandum used to authorize those charges. They become evidence if the SEC proceeds. They get subpoenaed by private plaintiffs. They potentialy reach criminal prosecutors. The meeting designed to help you creates a record that follows you everywhere.

When NOT to Meet: The Strategic Silence Option

Heres something that surprises almost everyone who recieves a Wells Notice. Many experienced securities law practitioners actualy recommend against meeting with staff in the majority of cases. The default advice from people who do this work regularlly is often to decline the meeting opportunity.

Why would that be? One ABA publication put it directally. If there is little or no chance of success, then it might make sense to avoid the Wells Meeting altogether. The reason: the target may only help the regulators hone their case, or worse, use some admission in the Wells process against the target later in the prosecution.

Think about what that means. The official guidance from the American Bar Association is that sometimes the smartest move is not to meet at all.

When does silence make sense? First, when your case is weak on the merits. If the facts support the staffs theory and the law is clear, meeting isnt going to change that. All you can do is reveal the defense strategy and potentialy make things worse.

Second, when there is significant criminal exposure. If DOJ is running a paralel investigation, anything you say in the SEC Wells process can flow to prosecutors. Criminal defense considerations often counsel silence in the civil context.

Third, when private litigation is likely. If shareholders or customers are going to sue, Wells meeting statements become discoverable. Every word said to the SEC can be subpoenaed by plaintiffs lawyers.

Fourth, when there is nothing new to present. If the staff already has all the relevant facts and the legal arguments are already in the written submission, what does the meeting add? Its just giving them another chance to probe the defense and identify weaknesses.

The decision to meet should be strategic, not reflexive. Just becuase the opportunity exists dosent mean it should be taken.

The 2025 Reforms: Does Senior Leadership Access Change Anything?

In October 2025, SEC Chairman Paul Atkins announced reforms to the Wells process that specificaly addressed meetings. When requested in a timely manner, senior enforcement leadership will now meet with defense counsel before making a recommendation to the Commission. This sounds like a significant change. Is it?

Heres what the reforms actualy mean. Previously, getting a meeting with senior leadership was possible but inconsistent. Some Directors of Enforcement were more willing to meet than others. Under Atkins, the expectation is that senior leadership should be available for these meetings.

But practitioners have already identified the limits. One noted that while senior leadership meetings have long occurred, potential respondents and defendants should not expect multiple meetings of this type. You get one meeting. The front office meeting that lasts about an hour. The reforms didnt change that fundamental constraint.

The reforms also extended the timeline for responding to Wells Notices from two weeks to at least four weeks. This gives you more time to prepare. It dosent change the fundamental dynamic of what the meeting accomplishes.

Heres the honest assessment. The 2025 reforms make the process somewhat fairer. You get more time. You get more evidence sharing. You get better access to senior leadership. None of this changes the fact that eighty percent of Wells Notice recipients face enforcement action. The same institutional incentives apply. The same staff who investigated you reviews your arguments. The same Action Memorandum process funnels everything to the Commissioners.

If you were going to win through a Wells meeting before the reforms, you’ll still win. If you were going to lose, the reforms probably wont change that outcome. What they do is give you better information for making the strategic calculation about whether to meet at all.

If You Do Meet: The Narrow Path to Effectiveness

If you decide the meeting makes strategic sense, heres how to maximize the small chance of success.

First, focus on factual errors. If the SEC staff has built their case on a misunderstanding of what actualy happened, correct that misunderstanding. This is the strongest ground for success. Bring documents demonstrating the staff got key facts wrong.

Second, focus on legal precedent. The enforcement staff prides itself on consistency. If you can show that similar conduct has been treated differentally in analogous SEC actions or court cases, thats genuinly persuasive. Cite specific cases. Show specific parallels. Make it difficult for them to proceed without explaining why the case is different.

Third, dont rehash grievances. One practitioner was explicit: do not use the Wells Meeting to rehash arguments over the scope of the investigation, or complain about the work the SEC investigators put you through. The staff has heard it before. It dosent persuade them. It just makes you look difficult.

Fourth, dont be emotional. Another common mistake is getting too emotional or defensive. Phrases like the SECs investigation was a witch hunt or this is a waste of taxpayer resources might feel good to say, but they’re not going to convince anyone. The staff spent months on this investigation. They trust their conclusions. You need to respectfuly but firmly explain why those conclusions are wrong.

Fifth, answer questions directly. The staff will ask questions. Make sure you understand each question before answering. Take your time. Answer as directly and succinctly as possible. If you dont know the answer, say so. If additional information would help, offer to provide it after the meeting. Do not guess. Do not speculate. Do not volunteer information beyond what was asked.

Sixth, dont mix settlement discussions. Any settlement offer should be made in a separate submission. The Wells meeting is not the place to negotiate terms. Its the place to argue that no enforcement action is warranted. Mixing the two confuses your message.

The Client Presence Question

One question that comes up frequently: should you, as the target, personaly attend the Wells meeting? Or should your attorneys handle it alone?

Heres what practitioners actualy say. It depends. Client participation can personalize the matter and demonstrate that you take the situation seriously. But it also creates risks. You might say something that hurts your case. You might get emotional. Answering a question might come out differentally than attorneys would have handled it.

For individuals who are the primary target, personaly attendance is more common. For corporate executives whose company is the primary target, its less common. For cases were criminal exposure exists, personaly attendance in the civil context carries significant risks.

If you do attend, let your attorneys lead. They should handle the substantive arguments. You should be there to answer specific factual questions and to demonstrate your engagement with the process. You should not be making legal arguments. You should not be expressing frustration with the investigation. Speaking should only happen when specificaly asked.

The presence question is strategic. There is no right answer. It depends on the specific dynamics of the case, the nature of the alleged violations, and the risks of creating a record that could be used against you later.

The Honest Assessment

Heres the bottom line on Wells meetings. They can work. In a small percentage of cases, they change outcomes. The staff might drop the case. They might narrow the charges. They might recommend lesser sanctions.

But in the majority of cases, Wells meetings are what practitioners describe: perfunctory boxes checked on the path towards prosecution. The staff has already decided. Your meeting is the opportunity they provide for you to present your arguments before they proceed with what they planned to do anyway.

The question is not whether to believe in the meeting. The question is whether your case falls into the narrow category were meetings actualy change outcomes. If you have genuine factual errors to correct, strong legal precedent that creates consistency problems, or new evidence the staff hasnt seen, a meeting might help. If you have generic arguments about why the charges are unfair, the meeting probably wont help and might actualy hurt.

Call us at 212-300-5196. The consultation is about understanding your specific situation. We need to know what the alleged violations are, what evidence the staff has, whether there is criminal exposure, and what your realistic chances of success actualy are. The decision about whether to meet, and what to say if you do, depends entirely on these specifics.

Todd Spodek and the team at Spodek Law Group understand the Wells meeting process. We know when these meetings can change outcomes and when they’re just opportunities to make things worse. We know that sometimes the smartest advocacy is no advocacy at all. We know how to position clients for the best possible outcomes in a process thats designed against them.

The clock is running. You have a limited window to decide whether to request a meeting and what to present if you do. Contact Spodek Law Group now.