Criminal Defense Lawyers

What to Do If You Get an SEC Subpoena

Your hands are probably shaking right now. That thick envelope from the Securities and Exchange Commission is sitting on your desk, and your Googling for answers while you’re heart pounds in your chest. Look, here’s the thing—I get it. Teh moment you saw those letters “SEC” on that envelope, everything changed. Your career, you’re freedom, your families financial security—it all feels like its hanging in the balance.

But here’s what you need to understand: the next 72 hours will define how this entire situation plays out. What you do right now—today, this hour—matters more then anything else. And that’s exactly why I wrote this guide. Not to peak your interest with legal jargon, but to give you a clear, actionable roadmap for surviving this moment and protecting everything you’ve worked for.

The SEC collected a record-breaking $8.2 billion in financial remedies in 2024—the highest amount in the agency’s history. This isn’t some sleepy bureaucracy sending form letters. Their coming after people, and they’re very, very good at it. But that doesn’t mean your powerless. Far from it.

The First 72 Hours: What You Must Do Right Now

If your reading this, you probably just recieved an SEC subpoena in the last day or two. Maybe its sitting on your kitchen table. Maybe your still at the office, staring at it in disbelief. Irregardless of where you are, here’s exactly what you need to do—and what you absolutely can NOT do.

Hour 1-6: Stop Everything and Secure the Situation

First things first. DO NOT destroy any documents. I can not stress this enough. Alot of people, in a moment of panic, think “if I just get rid of this email” or “if I just delete that file” there problems will go away. They won’t. Document destruction after recieving a subpoena isn’t just bad strategy—its a seperate federal crime called obstruction of justice. And trust me, prosecutors love nothing more then adding obstruction charges to whatever else their investigating.

Second, DO NOT contact the SEC directly. I know this sounds counterintuitive. You might be thinking “maybe I can just call them and explain there’s been some mistake.” Real talk: that phone call is being recorded. Everything you say can and will be used against you. Every word you utter without an attorney present could of been the thing that sinks your case.

Third, DO NOT discuss this with coworkers, freinds, or anyone except your spouse and your attorney. I’ve seen cases where somebody mentioned the subpoena to a collegue who later became a witness against them. Keep you’re mouth shut.

Now, here’s what you SHOULD do in those first critical hours:

• Find the deadline on the subpoena—its usually 10-14 days from when you recieved it
• Start looking for an SEC defense attorney immediantly (more on this below)
• If your at work, notify your IT department to preserve all electronic records—but don’t explain why in detail
• Begin gathering any documents you personally have access to that might be relevent

Day 2-3: Attorney Engagement and Initial Strategy

By day two, you should of contacted at least one experienced SEC defense attorney. Notice I said “SEC defense attorney” specifically—not just any criminal lawyer. The securities law is it’s own animal, and you need someone who understands how the SEC operates, what their looking for, and how to negotiate with Enforcement Division staff.

Your attorney will do several things in these early days. They’ll review the subpoena packet—which is usually 12 or more pages—and identify exactly what the SEC is asking for. They’ll begin assessing whether your a target of the investigation or simply a witness. And most importantly, they’ll start formulating a strategy for how to respond.

Here’s something most people don’t realize: the deadline on that subpoena is negotiable. The SEC intentionally sets agressive deadlines—sometimes as short as 7 days—to prompt quick responses. But experianced counsel can almost always get an extension. The staff is generally reasonable about timing, especially when an attorney is involved and communicating professionally.

Bottom line: those first 72 hours are about stopping the bleeding, getting representation, and starting to understand what your actually facing. Don’t make permanant decisions based on temporary panic.

What You Just Received: Understanding the SEC Subpoena Package

Let’s talk about that thick envelope sitting in front of you. If your like most people, you’ve never seen an SEC subpoena before, and its intimidating as hell. I mean, seriously—its probably 12 pages or more of dense legal language, definitions, and demands. But once you understand what each piece means, it becomes alot less scary.

The Cover Letter

The first thing you’ll see is a cover letter from the SEC Enforcement Division. This tells you which regional office is handling the investigation and provides contact information for the staff attorney assigned to your case. Pay attention to whose signing this letter—it gives you insight into who your dealing with.

The letter will reference something called a “Formal Order of Investigation.” This is important. The SEC has two types of investigations: informal and formal. Informal investigations are essentially voluntary requests—the SEC is asking for information but doesn’t have subpoena power yet. A formal investigation means the Commission has authorized the use of subpoenas, and your legally obligated to comply.

The Subpoena Itself

There’s two main types of SEC subpoenas, and you need to know which one you got:

Subpoena ad testificandum means they want you to appear and give testimony. This is an interview—under oath—where SEC attorneys will ask you questions about whatever their investigating. The goverment records these sessions and can use your statements in subsequent proceedings.

Subpoena duces tecum means they want documents. This could be emails, trading records, correspondance, financial statements—basically anything that might be relevent to their investigation.

Many people recieve both. The SEC might want you to bring documents AND sit for testimony. Either way, the obligations are serious.

The Definitions and Instructions Section

This is where it gets technical. The subpoena will include multiple pages defining terms like “documents,” “communications,” and “relating to.” It sounds bureaucratic, but these definations matter—they determine the scope of what your required to produce.

For example, the SEC’s definition of “documents” is extremly broad. It includes physical papers, electronic files, text messages, social media posts, voicemails—basically anything that contains information. And “relating to” can mean even tangentially connected.

The Document Request Categories

If you recieved a document subpoena, there will be a list of categories—sometimes dozens of them—describing what the SEC wants. Each category is it’s own demand. “All documents relating to trades in XYZ stock between January 2022 and December 2023.” “All communications between you and John Doe concerning the proposed merger.”

This is where your attorney becomes invaluable. Some requests may be overly broad, unduly burdensome, or seek information thats protected by privilege. An experianced lawyer knows how to negotiate the scope and push back on unreasonable demands—while still maintaining a cooperative posture with the SEC.

Form 1662: Your Rights They Must Tell You About

Somewhere in that packet, you should find SEC Form 1662—a document the SEC is required to provide that explains your rights. Alot of people just skim past this, but its actually very important. Form 1662 tells you, among other things, that you have the right to have counsel present during testimony and that you can refuse to answer questions on Fifth Amendment grounds.

Here’s the thing though—invoking the Fifth Amendment in an SEC civil investigation has consequances. Unlike criminal proceedings, where the jury can’t draw adverse inferences from your silence, in a civil SEC case they absolutely can. A judge or jury can basicly assume the worst about whatever you refused to discuss. Its a tradeoff your attorney will help you evaluate.

How Serious Is This? The 2024-2025 Enforcement Reality

Alright, let me be straight with you about what your actually facing. The SEC in 2024 and 2025 is not messing around. The numbers don’t lie, and you deserve to know the reality of the enviroment you’ve stepped into.

The Record-Breaking Numbers

In fiscal year 2024, the SEC filed 583 total enforcement actions and collected that $8.2 billion I mentioned earlier—the highest amount in agency history. Let me break that down for you:

• $6.1 billion in disgorgement (money returned from illegal profits)
• $2.1 billion in civil penalties (fines on top of giving back ill-gotten gains)

Now, to be fair, about half of that $8.2 billion came from a single case—the Terraform Labs and Do Kwon cryptocurrency fraud case resulted in a $4.5 billion judgement. But even without that outlier, your looking at billions in penalties. This isn’t an agency that gives slaps on the wrist.

The first quarter of fiscal year 2025 (October through December 2024) showed the trend continuing. The SEC filed 200 enforcement actions in just those three months, including 118 standalone cases. And here’s what should really get you’re attention: October 2024 was the SEC’s strongest enforcement month in over two decades. They filed 2.5 times more cases then they did in October 2023.

Here’s the thing—this agressive posture isn’t random. There going after specific areas: cryptocurrency fraud, insider trading, disclosure failures, and increasingly, AI-related misrepresentations. If you’re case touches any of these areas, your in the crosshairs of their top priorities.

The Industry Sweep Reality

Something else you should know: nearly 30% of SEC cases in 2024 came from industry-wide “sweeps.” This means the SEC identifies a potential problem across an entire sector and subpoenas multiple companies or individuals at once. You might not of been singled out—you might just be one of many people caught up in a broader investigation.

On one hand, this could be good news. If your just one of 50 people who recieved subpoenas in a sweep, the SEC may not have specific evidence against you personaly. On the other hand, sweeps are fishing expeditions designed to find wrongdoing—and they often do. Case and point: these sweeps comprised a significant portion of the SEC’s enforcement wins last year.

What Your Actually Facing: Penalty Tiers

Let’s talk about potential financial exposure, becuase I know that’s what your really worried about. SEC civil penalties fall into three tiers:

Tier 1 applies to basic violations without fraud. Maximum penalty: $11,524 per violation for individuals, $115,231 for companies. Sounds manageable? Remeber—each trade, each document, each instance of noncompliance can be a seperate “violation.”

Tier 2 applies when fraud, deceit, manipulation, or reckless disregard of regulations is involved. Maximum: $115,231 per individual violation, $576,158 per corporate violation. Were getting into serious money now.

Tier 3 applies when the violations caused substantial losses to others or substantial gains to the wrongdoer. Maximum: $230,461 per individual violation, $1,152,314 per corporate violation.

And these are just the civil penalties. Disgorgement—returning whatever money the SEC says you made illegally—comes on top of that. Add prejudgement interest going back years, and the numbers get astronomical fast.

The Silver Lining: Cooperation Matters

Real talk: despite all these scary numbers, there is actually hope. The SEC formally noted cooperation in 75% of public company defendant cases in 2024—the highest rate since 2019. They also secured a record 34 admissions of guilt, suggesting more cases are resolving through negotiated settlements rather then full-blown litigation.

This matters for you becuase it tells us the SEC values cooperation. If you work with them—through your attorney, always through your attorney—you may be able to influence the outcome significantly. Were not talking about rolling over or admitting to things you didn’t do. Were talking about strategic cooperation that demonstrates good faith while protecting your rights.

The Criminal Question: Could You Go to Prison?

Okay. Let’s address the elephant in the room—the question that’s probly keeping you up at night. Could this SEC investigation turn into criminal charges? Could you go to jail?

I’m gonna be honest with you becuase you deserve honesty: yes, it’s possible. And you need to understand how that works so you can protect yourself.

The SEC Can’t Charge You Criminally—But That’s Not the Whole Story

The Securities and Exchange Commission is a civil regulatory agency. They can sue you, fine you, bar you from the industry, and make your professional life miserable—but they can not send you to prison directly. That power belongs to the Department of Justice.

But here’s what keeps SEC defense attorneys up at night: the SEC and DOJ work together. Constantly. Many SEC investigations run parallel to criminal investigations from the very begining. The FBI might already be building a case against you while the SEC sends you this subpoena. Or the SEC might refer your case to DOJ after they’ve gathered all the evidence they need.

Look, I’m not trying to scare you unnecessarily. But you was asking if this could become criminal, and the answer is that the average SEC enforcement action involves 0.56 criminal case filings. That means more then half of SEC civil cases have some criminal component. It’s not automatic, but its far from rare.

Signs Your Already in Criminal Territory

There’s certain red flags that suggest DOJ is already involved or likely to get involved:

First, if FBI or IRS agents have contacted you—even just a “friendly” phone call or visit—thats a major warning sign. SEC staff attorneys don’t typically work with law enforcement on purely civil matters. If feds are showing up at your door, there’s probably a parallel criminal investigation.

Second, if the SEC’s questions focus heavily on your intent and knowledge rather then just what happened, that suggests their building a fraud case. Civil violations often don’t require proving intent. Criminal charges do. When the SEC starts asking what you knew and when you knew it, they might be gathering evidence for prosecutors.

Third, if your case involves large dollar amounts, vulnerable victims (like elderly investors), or conduct that made headlines, criminal referral is more likely. DOJ loves cases that make for good press releases.

Fourth—and this is crucial—if the SEC subpoena asks about conduct that could violate multiple statutes, not just securities laws, thats a bad sign. For all intensive purposes, if their asking about potential wire fraud, mail fraud, or money laundering alongside securities violations, your looking at a case that DOJ would find attractive.

The Fifth Amendment Calculation

You might be thinking: “If there’s criminal exposure, I’ll just plead the Fifth and refuse to answer questions.” And yes, that’s absolutly your constitutional right. Nobody can force you to incriminate yourself.

But its not that simple. Becuase the SEC investigation is civil, invoking the Fifth Amendment comes with costs that don’t exist in criminal court. Here’s what happens:

In a criminal case, the jury cant draw any adverse inferences from your silence. The prosecution can’t even comment on it. But in an SEC civil case? The judge or jury absolutly can assume the worst about whatever you refused to discuss. Your silence can be used against you to establish liability.

This creates a terrible dilemma. If you answer the SEC’s questions, you might provide evidence that DOJ uses to prosecute you criminally. If you invoke the Fifth, you might help the SEC win its civil case against you. Its a doggy dog world, and you need an attorney to help navigate this trap.

For what its worth, some attorneys use what’s called an “Act of Production” doctrine—the idea that simply producing documents can itself be testimonial and thus protected. Others negotiate immunity or try to resolve the civil case before criminal exposure crystallizes. There’s no one-size-fits-all answer. Every case is different.

The Prosecution Decline: Some Good News

Here’s something that might help you sleep tonight: federal white-collar prosecutions have been declining for decades. In fiscal year 1994, federal prosecutors filed 10,269 white-collar criminal cases. In fiscal year 2024? Just 4,332. That’s less then half.

DOJ has limited resources, and their focusing those resources on the biggest, most egregious cases. That doesn’t mean you should take for granite that you won’t be prosecuted—especially if your case is serious. But it does mean the odds of criminal charges aren’t as high as they might feel right now in your moment of panic.

What matters most is how you handle this from here forward. Don’t make statements that could be used against you. Don’t destory evidence. Get an attorney involved immediately. And understand that your actions in the next few weeks will significently effect whether DOJ ever takes an interest in your case.

Your Attorney Decision: Who Should Represent You?

This brings us to one of the most critical decisions you’ll make: who represents you in this investigation? And specifically—should you use a lawyer your employer provides, or do you need independant counsel?

Truth be told, this is where alot of people make career-ending mistakes.

The Employer-Counsel Conflict Trap

If you work for a company that’s also recieving SEC scrutiny, your employer might offer to have their lawyers represent you too. This sounds great—free legal help from an experianced firm. But it can be a disaster.

Here’s the problem: the company’s interests and your interests are not the same thing. In fact, they might be directly opposed. The company might be perfectly willing to throw you under the bus if it means reducing their own liability. Their lawyers work for them, not you. Their ethical obligation is to the company.

Between you and I, I’ve seen cases where employees trusted company counsel, said things during interviews that those lawyers then shared with company leadership, and ended up being the fall guy for institutional failures. The company settled and moved on. The individual employee faced charges.

Plain and simple: if theres any chance your employer might blame you, or if the conduct being investigated could result in personal liability for you, you need your own attorney. Period.

When Company Counsel Might Be Okay

That said, there are situations where joint representation makes sense. If your clearly just a witness—you have no personal exposure and the company isn’t investigating you internally—using company counsel might be fine. If the company has explicitly agreed to indemnify you and there’s no realistic conflict, it could work.

But even then, I’d reccomend at least consulting with independant counsel before agreeing to joint representation. Have someone outside the company review the engagement letter and confirm that your interests are being protected. An hour of consultation could save you from a catastophic mistake.

What to Look For in an SEC Defense Attorney

When your searching for your own lawyer, here’s what matters:

SEC-specific experiance. Securities law is specialized. You want someone who’s handled SEC investigations before, ideally someone who’s worked at the SEC or regularly practices in this area. A general criminal defense lawyer—even a very good one—may not know the nuances of how SEC enforcement works.

Relationships with SEC staff. This might sound corrupt, but its not. Attorneys who regularly practice before the SEC have professional relationships with enforcement staff. They know who’s reasonable, who’s aggressive, how different offices operate. These relationships can help when negotiating extensions, scope, and ultimately resolution.

Trial experianced if needed. Most SEC matters settle. But some go to trial, and the SEC has been winning alot of trials lately—all five of their 2024 trials resulted in victories. If your case might go that far, you need someone comfortable in a courtroom.

The Cost Question

I know money is probly weighing on your mind. SEC defense isn’t cheap. Depending on the complexity of your case, legal fees could range from tens of thousands to hundreds of thousands of dollars. Major cases with document production, testimony prep, and potential trial can exceed a million dollars.

This is basicly like insurance for your freedom and career. You need to weigh the cost of defense against the potential consequances of inadequate representation—fines in the hundreds of thousands, industry bars, criminal charges. When you look at it that way, quality legal help is an investment, not an expense.

Some attorneys offer flexible payment arrangements. Some will take a retainer upfront and bill hourly. Others might do flat fees for certain stages of representation. Have an honest conversation about costs during your initial consultation.

To Cooperate or Fight: Your Strategic Decision

Once you have counsel, your facing a fundamental strategic question: do you cooperate with the SEC, or do you fight?

Let me be clear: these aren’t binary opposites. You can cooperate in some ways while protecting yourself in others. You can produce documents while asserting privilege over certain communications. You can answer questions while invoking the Fifth on specific topics. The goal is finding the right balance for your situation.

The Cooperation Credit Reality

I mentioned earlier that 75% of public company defendants in 2024 had cooperation formally noted in SEC filings. That’s significant. It means the SEC is actively rewarding people who work with them.

What does cooperation look like? It means responding promptly to subpoenas. It means producing documents without excessive objections. It means making witnesses available for testimony. In some cases, it means proactivley disclosing problems the SEC didn’t even know about.

The SEC publishes cooperation credit guidelines that explain what they’re looking for. Self-reporting of violations before they’re discovered gets the most credit. Remedial measures—firing bad actors, changing policies—matter too. Ongoing cooperation throughout the investigation helps. And accepting responsability at the end, rather then forcing the SEC to prove every element, can significantly reduce penalties.

Motion to Quash: The Nuclear Option

At the other extreme, you could try and fight the subpoena entirely through a motion to quash. This asks a federal court to invalidate the subpoena on grounds that its invalid, overly broad, or violates your rights somehow.

Fact of the matter is, motions to quash SEC subpoenas are rarely granted. The SEC has extreemly broad investigative authority, and courts give them alot of deference. To succeed, you’d typically need to show the subpoena was issued in bad faith, seeks privileged information, or is unreasonbly burdensome. That’s a high bar.

That said, the threat of a motion to quash can be useful leverage in negotiations. If the SEC knows you’re prepaired to fight, they might be more willing to narrow the scope of their requests or extend deadlines. Its a tool in the toolkit, even if you never actually file the motion.

Privilege Assertions: What You Can Protect

Certain information is protected from disclosure, and you should definately assert those protections:

Attorney-client privilege covers confidential communications between you and your lawyer made for purpose of obtaining legal advice. The SEC can’t force you to disclose what you discussed with counsel.

Work product doctrine protects documents prepared in anticipation of litigation. If your attorney created a memo analyzing your case, that’s typically protected.

Fifth Amendment privilege protects against compelled self-incrimination, though with the adverse inference consequances I discussed earlier.

To preserve these privileges, you’ll need to create a privilege log—a document identifying each withheld item and the basis for withholding it. This is tedious, technical work that your attorney will handle, but its critical for maintaining your protections.

The Admission Question

In 2024, the SEC secured a record 34 admissions of guilt. This is up significently from prior years and reflects a shift in SEC policy. They’re increasingly demanding that defendants admit wrongdoing as part of settlements, rather then allowing the traditional “neither admit nor deny” resolution.

What does this mean for you? If you end up settling with the SEC, they might push for an admission. This has real consequances beyond just the SEC case—an admission can be used against you in private litigation, affect your professional licenses, and impact your reputation permantly.

Sometimes an admission makes sense as part of a comprehensive resolution. Other times, its a dealbreaker worth fighting over. Your attorney will help you flush out the pros and cons based on your specific situation.

Timeline Negotiation: Extensions Are Normal

One last point on strategy: dont feel like you have to meet the deadlines on the subpoena exactly as written. Extensions are normal and expected. The SEC sets agressive deadlines to get attention, but they understand that producing thousands of documents takes time.

Your attorney can request extensions—often multiple extensions—as long as their communicating professionally and making demonstrable progress. What the SEC doesn’t tolerate is silence, missed deadlines without explanation, or obvious delay tactics. But reasonable requests for more time? Usually granted. 5-10 days extra is common. Maybe more for complex productions.

Your Next Steps: Act Now

You’ve read almost 4,000 words about SEC subpoenas. You know more now then you did an hour ago. But knowledge without action is useless, and your clock is ticking.

Here’s what you need to do right now:

Today: Find the deadline on your subpoena adn write it down somewhere you’ll see it every day. Start researching SEC defense attorneys in your area—or nationally, since many handle cases across the country.

Tomorrow: Schedule consultations with at least two attorneys. Most offer free initial consultations. Ask about their SEC experiance, their strategy for cases like yours, and their fee structure.

This week: Engage an attorney. Begin the document preservation process formally. Start identifying what documents you might need to produce.

Look, I know this is terrifying. I know your mind is racing with worst-case scenarios. But people survive SEC investigations every day. Many emerge with their careers intact and their freedom preserved. The ones who do best are the ones who take this seriously, get proper representation, and approach it strategically rather then emotionally.

This isn’t the end of your story. Its the begining of your defense. And with the right help, you can get through this.

Our attorneys have experiance handling SEC investigations at every stage—from initial subpoena response through testimony, negotiation, and if necessary, trial. Were available 24/7 to discuss your situation in a confidential, risk-free consultation. The call is free. The advice could save everything.

Don’t wait until tomorrow. Don’t wait until the deadline is closer. Call now.