The Wells Process in SEC Enforcement Actions
Settlement Submissions in SEC Investigations: Evaluating Whether and How to Submit
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Wednesday, January 6, 2010
Recorded event now available
This CLE webinar will examine what works and does not work in the SEC Wells process. The panel will provide strategies for counsel representing corporations in SEC enforcement actions on evaluating whether and how to use the Wells process to settle investigations.
Description
The Securities and Exchange Commission (SEC) is acting more aggressively to detect and stamp out securities law violations. As a part of that effort, the SEC recently issued its first Enforcement Manual that included significant new policy statements on the Wells Process.
The Wells process gives parties under investigation the chance to present their side of the story and to argue against charges, for reduced charges, or propose a settlement before the SEC decides whether to charge the party with violations. However, the process is fraught with legal pitfalls.
Before deciding to participate in the Wells process and make a settlement submission, counsel and their corporate clients must evaluate the legal and practical consequences of their participation and develop strategies to minimize legal risk to the corporation arising from the submission.
Listen as our authoritative panel of securities enforcement attorneys explains how the Wells process works and provides effective strategies for counsel representing corporations in SEC investigations. The panel will offer perspectives for counsel to make the decision of whether and how to navigate the Wells process to settle complaints.
Outline
- Overview of Wells process
A. How process works
B. Benefits of participating in process
C. Common complaints/concerns about process
D. Current efforts to streamline process - Legal implications of participating in Wells process and making settlement submissions
A. Evidentiary issues — privilege, confidentiality, production issues, use of Wells submission in civil proceeding
B. SEC v. Bank of America Memorandum Order (September 14, 2009)
C. Representing multiple respondents
D. Joint defense agreements
E. Dealing with D&O insurers - Preparing and presenting Wells submissions
A. Timing of submission
B. Addressing legal and policy issues
C. Addressing facts
D. Addressing relief sought
Benefits
The panel will review these and other key questions:
- Which aspects of the Wells process have worked well for companies under investigation — and which aspects need improvement?
- How is the SEC's increased enforcement focus impacting the Wells process?
- How is the recent memorandum order in SEC v. Bank of America impacting settlement practice by the securities bar?
- What are the legal risks to corporations and their counsel of participating in the Wells process and making settlement submissions?
Faculty
John J. Carney,
Partner
Baker Hostetler, New York
He represents public companies, their officers, directors and employees, regulated entities and others in SEC investigations and criminal law enforcement investigations, as well as in related civil litigation. He works with audit committees, corporations, and senior officers of public companies to advise them during investigations and to design remedial compliance and corporate governance measures.
James R. Doty,
Partner
Baker Botts, Washington, D.C.
He represents clients before the Securities and Exchange Commission in a full range of regulatory, enforcement and compliance matters. His clients include publicly traded corporations, as well as investment banking and securities firms both in the United States and in other countries. From May 1990 through 1992, he served as the general counsel of the SEC.
Linda Chatman Thomsen,
Partner
Davis Polk & Wardwell, Washington, D.C.
She concentrates in matters related to the enforcement of the federal securities laws. She joined the SEC staff in 1995 as Assistant Chief Litigation Counsel. In 1997, she was named Assistant Director of the Enforcement Division. She became an Associate Director in 2000, Deputy Director in 2002 and Director of the Enforcement Division in 2005, a position she held until 2009.
Ordering
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Customer Reviews
The speakers included a significant number of best practices, which are critical to application of the law.
Deirdre J. Kamber
Fitzpatrick Lentz & Bubba
Content was excellent.
Jonelle Burnham
Kimberly-Clark
The back-and-forth between the panelists made the program easy to listen to. The slides were very well done.
Chris Kelly
Mayer Brown
The program was very to the point — no fluff.
Brian McNamara
Wright Lindsey & Jennings
The speakers were knowledgeable and presented useful information.
Karen Shaffer-Levy
Reed Elsevier
Finance Law Advisory Board
Partner
Gibson Dunn & Crutcher
Partner
Nixon Peabody
Partner
Alston & Bird
Counsel
Mayer Brown
Partner
O’Melveny & Myers
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