Criminal Defense Lawyers

The SEC Is Interviewing My Coworkers But Not Me – Am I The Target

You’ve noticed something disturbing at work. Colleagues are being called into meetings with people you don’t recognize. Hushed conversations stop when you walk by. Someone mentions the SEC, and suddenly everyone gets quiet. You’ve pieced together that federal regulators are interviewing your coworkers – but nobody has reached out to you. No interview request. No subpoena. Nothing. And you’re wondering: why is the SEC talking to everyone around me but not to me directly?

Here’s the uncomfortable truth that most people don’t want to hear: when the SEC interviews everyone around you but not you, it often means you’re the target of the investigation, not a witness to it. Investigators interview witnesses to gather information about targets. If your coworkers are being interviewed about your work, your decisions, your transactions, your communications – they’re building a case. Against you.

This is actually worse than receiving an interview request yourself. A witness gets interviewed, provides information, and often walks away. A target gets investigated from every angle while being kept in the dark. By the time investigators are ready to talk to you – if they ever do – they’ve already gathered testimony from everyone around you. They know what your coworkers said. They know what documents exist. They have a theory about what you did. You’re the last to know because you’re the one they’re building a case against.

Why They Interview Everyone Else First

Think about this from the investigator’s perspective. If you’re the target, why would they tip you off by requesting an interview early? That gives you time to coordinate with witnesses, destroy documents, hire lawyers, and prepare explanations. Instead, they build their case without you knowing.

They interview your assistant to learn about your schedule, your meetings, who you talked to. They interview your colleagues to understand the decisions you made and why. They interview your subordinates to get documents you created and communications you sent. Each interview adds another piece to the picture they’re constructing.

By the time they have everything they need from peripheral witnesses, they know more about your conduct then you might remember yourself. They can compare anything you eventually say against what everyone else has already said. Any inconsistencies become evidence of deception.

Heres the thing nobody tells you. The SEC is legally allowed to ask your company not to disclose the investigation to certain people. If you’ve been conspicuously excluded from internal discussions about regulatory matters, if you notice that some colleagues seem to know about an inquiry that you dont – there might be a reason. You might be the reason.

The Target, Subject, Witness Framework

Federal investigators use three categories for people involved in investigations. Understanding these categories helps you assess your situation.

A “witness” is someone who has information relevant to the investigation but isnt suspected of wrongdoing. Witnesses are generaly safe – they provide information about what they observed and move on. When the SEC interviews your coworkers as witnesses, it means those coworkers arent suspected of crimes.

A “subject” is someone whose conduct is being examined. The government hasnt decided wheather the subject committed a crime, but they’re looking. Subjects exist in an uncomfortable middle ground – not quite accused, but not quite safe either.

A “target” is someone the government beleives committed a crime based on substantial evidence. Targets are going to be charged unless something changes. When prosecutors designate someone as a target, they’ve basicly already decided to bring a case.

If the SEC is interviewing your coworkers about your work but hasn’t contacted you, the most likely explanation is that you’re the target and everyone else is a witness.

The Parallel Investigation You Dont Know About

Heres something that should terrify you. The SEC is a civil enforcement agency – they can sue you, fine you, bar you from the securities industry, but they cant put you in prison. Only the Department of Justice can bring criminal charges.

But heres the trap. The SEC and DOJ coordinate extensively. The 2015 Yates Memorandum explicitly encourages “early and regular communication between civil attorneys and criminal prosecutors.” When the SEC investigates you, a parallel DOJ criminal investigation may already be running.

Everything the SEC gathers – interview transcripts, documents, testimony – flows to the DOJ through whats called an “Access Request.” The DOJ asks, and the SEC gives:

• Your coworkers testimony about you? Available to criminal prosecutors.
• Documents about your transactions? Shared with the US Attorney’s office.
• The SEC investigation is actualy building two cases – their civil case and the DOJ’s criminal case.

And heres the worst part: the SEC dosent have to tell you that DOJ is involved. They can tell you your “just a witness” in the civil investigation while a parallel criminal investigation is running that you know nothing about. Your cooperation with the civil investigation becomes evidence in the criminal prosecution.

What Your Coworkers Are Probably Saying

When SEC investigators sit down with your colleagues, they ask specific questions designed to build their theory of the case. Understanding what those interviews look like helps you understand what your facing.

They ask about your role and responsibilities. What decisions did you make? What authority did you have? What was your involvement in specific transactions or communications?

They ask about specific events. Who attended meetings? What was discussed? Who made what decisions? What concerns were raised and how were they addressed?

They ask about documents. Who created them? Who reviewed them? What did you know about specific information in those documents? Were any documents changed, edited, or backdated?

They ask about your behavior. Did you seem nervous about certain topics? Did you ever ask colleagues to do things that seemed unusual? Did you ever discuss how to handle regulatory inquiries?

Your coworkers answer these questions under penalty of perjury. There statements are recorded in transcripts that become permanent evidence. Whatever they say about you – positive or negative – is now part of the official record.

The Fifth Amendment Trap

If a parallel criminal investigation exists – or might exist – you face an impossible situation regarding testimony.

In a civil SEC proceeding, you can invoke your Fifth Amendment right against self-incrimination. But in the civil context, an adverse inference can be drawn against you. If you refuse to answer questions, the SEC can argue your silence implies guilt. That adverse inference can be used against you in the civil case.

But if you dont invoke the Fifth Amendment – if you answer SEC questions – those answers become evidence that DOJ can use against you criminally. You basicly testify against yourself at your own criminal trial, years before that trial even happens.

This is why its critical to have legal representation before any interaction with the SEC. Your attorney can help navigate this trap – potentially negotiating protections, advising on what you can and cannot say, and coordinating with any parallel criminal defense strategy.

Without an attorney, you might cooperate fully with the SEC thinking your being helpful, only to discover later that everything you said is now in DOJs hands and will be used to prosecute you.

What Your Company Isnt Telling You

Your employer knows more then there telling you. If the SEC is conducting interviews at your workplace, company counsel is probly involved. Legal strategy is being developed. Decisions are being made about how to cooperate, what documents to produce, and who to protect.

Heres the uncomfortable reality: your company’s lawyers dont represent you. They represent the company. The company’s interests and your interests may not align. If throwing you under the bus helps the company resolve the investigation more favorably, your employer has every incentive to do exactly that.

Corporate counsel may have advised the company not to tell you about the investigation. They may have recommended that you be excluded from certain meetings or communications. They may have assessed your potential liability and concluded that distancing the company from you is the best strategy.

If you have any indication that an SEC investigation involves your conduct, you need your own attorney – not company counsel. Someone who represents only you, whose obligation is to protect your interests exclusively. This is not paranoid. This is how white-collar defense works.

Signs That You’re Probably The Target

Several warning signs suggest your the focus of the investigation rather then a peripheral witness.

Your collegues are being asked about your specific decisions and conduct. Not general questions about how the company operates – specific questions about what you did.

You’ve been excluded from internal discussions about regulatory matters. Meetings happen that you would normaly attend, but now your not invited.

Your access to certain systems or documents has been restricted. IT changes have been made that affect your ability to do your job.

Company lawyers seem to be avoiding you. People who used to communicate openly now seem careful about what they say around you.

Your direct reports seem uncomfortable. They know something they cant tell you, and the awkwardness is visible.

Any of these signs should prompt immediate action to protect yourself.

What You Should Do Right Now

Hire a federal criminal defense attorney immediately. Not a corporate lawyer. Not an employment attorney. A federal criminal defense attorney with experience in SEC and DOJ matters. You need someone who understands both the civil and criminal dimensions of what your facing.

Your attorney can contact the SEC and try to determine your status in the investigation. They can ask wheather your a witness, subject, or target. The SEC doesnt have to answer honestly, but the question itself sends a message that your now represented and protected by counsel.

Do not talk to anyone about the investigation – not coworkers, not friends, not family. Anyone you talk to is a potential witness. Everything you say can be repeated to investigators. The safest thing you can say is nothing.

Do not talk to your coworkers about what there being asked in interviews. This is witness tampering, which is a seperate federal crime. Even innocent conversations can be characterized as attempts to coordinate testimony or influence witnesses.

Do not access, alter, delete, or move any documents or communications. Document destruction is obstruction of justice. Even organizing files or “cleaning up” your records can look like evidence tampering.

The FINRA Complication You Havent Considered

If your in the securities industry, theres another layer of exposure you need to understand. FINRA – the Financial Industry Regulatory Authority – has its own enforcement apparatus, and it coordinates closely with the SEC.

Heres the trap that catches people. If you invoke your Fifth Amendment right against self-incrimination in an SEC proceeding, FINRA can draw an adverse inference against you in its own proceedings. But it gets worse. FINRA can effectivly bar you from the securities industry for refusing to cooperate with there investigations – even if your exercising constitutional rights.

So your facing a nightmare scenario:

• Cooperate with the SEC, and your testimony goes to DOJ for potential criminal prosecution.
• Invoke the Fifth, and FINRA uses your silence to destroy your career.
• There is no clean option. Every path has consequences.

Your attorney needs to understand both the SEC and FINRA dimensions of your situation. The strategy that protects you criminaly might cost you your career in the securities industry. The strategy that preserves your career might expose you to criminal liability. Navigating these competing interests requires sophisticated legal advice.

What Happens When The SEC Finally Contacts You

Eventually, the SEC will either close the investigation, bring an enforcement action, or – in some cases – reach out to interview you directly. If they contact you after interviewing everyone around you, your in a particularly dangerous position.

By this point, investigators have heard from your coworkers, reviewed documents, and formed there theory of the case. The interview isnt about gathering information – they already have information. The interview is about giving you a chance to confirm what they beleive or catch you in inconsistencies.

Every question will be compared against what others have said. If your coworker said you attended a meeting and you say you didnt, thats a discrepancy. If documents show you approved something and you claim you didnt know about it, thats a contradiction. The investigators already know the answers – they want to see if your answers match.

This is why you absolutly need legal representation before any interview. Your attorney can obtain discovery about what the SEC has already gathered. They can understand the theory of the case. They can advise you on what questions are safe and what questions are traps. Going into an SEC interview after theyve spent months interviewing everyone around you, without understanding what theyve learned, is walking into an ambush.

The Criminal Exposure That Changes Everything

Heres something most people dont fully grasp. SEC enforcement actions carry civil penalties – fines, disgorgement, industry bars. Those consequences are bad. But the criminal referral to DOJ is worse. Much worse.

Securities fraud under federal law carries up to 20 years in prison. Insider trading carries up to 20 years. Wire fraud – often charged alongside securities violations – carries up to 20 years. These arent theoretical maximums that never happen. People actualy go to federal prison for securities violations.

The Raj Rajaratnam insider trading case resulted in an 11-year sentence – one of the longest ever for insider trading. Other hedge fund managers and traders have received multi-year sentences. This isnt a game. This isnt a regulatory slap on the wrist. Real people go to real prison for the types of conduct the SEC investigates.

If a parallel DOJ investigation is running while the SEC interviews your coworkers, criminal charges could follow. Everything your coworkers say becomes potential trial testimony. Everything you say in any SEC interview becomes ammunition. The civil investigation is actualy building the criminal case.

The Financial Reality Of Defense

Defending against SEC enforcement actions is expensive. Adding potential criminal exposure makes it even more so. You need to understand what your facing financialy.

Securities defense attorneys charge substantial hourly rates. Complex investigations involving document review, witness interviews, and potential trial preparation can cost hundreds of thousands of dollars. If theres a parallel criminal component, you might need seperate counsel for the civil and criminal matters – doubling your costs.

And this financial burden comes at exactly the moment when your income is most at risk. If your employer distances themselves from you, if your pushed out, if your eventually barred from the securities industry – your ability to pay for your defense decreases just as your need for defense increases.

Some attorneys work on payment plans. Some accept partial payments with the balance contingent on outcomes. Understanding your options helps you make informed decisions about your defense strategy.

The Timeline Reality

SEC investigations move slowly. The interviews happening now might reflect an investigation that started months or years ago. From here to any resolution – civil enforcement action, criminal charges, or closing the investigation – could take years more.

This extended timeline is both good news and bad news. Its good because you have time to prepare a defense, gather resources, and understand your situation before any formal action. Its bad because you’ll be living under this cloud of uncertainty for an extended period, affecting your career, your finances, and your mental health.

During this time, your employment situation may become untenable. Even if your innocent, the investigation creates distance between you and your employer. Promotions wont come. Sensitive projects go elsewhere. Eventually, the company may decide that keeping you on staff creates too much risk.

Plan for this possibility. Understand your financial situation. Document your employment contributions in case you need them later. And work with your attorney to understand the full timeline of what your facing.

The Bottom Line On SEC Coworker Interviews

The SEC is interviewing your coworkers but not you. This is not good news. This pattern strongly suggests your the target of the investigation, not a peripheral witness. Investigators build cases against targets by interviewing everyone around them first.

You need legal representation immediately – not because your guilty, but because your in the crosshairs of a system designed to build cases.

Your company is not your ally. Your coworkers are potential witnesses against you. Everything you say or do from this point forward can become evidence. The civil investigation may have a parallel criminal component you dont know about.

Get an attorney. Stop talking to people about the investigation. Preserve all documents. And prepare for what may be a long and difficult process of defending yourself against allegations you havent even heard yet.

Your coworkers know what the SEC asked them. You dont. That asymmetry works against you. Start leveling the playing field now.