The Wells Process in SEC Enforcement Actions

Settlement Submissions in SEC Investigations: Evaluating Whether and How to Submit

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Wednesday, January 6, 2010

Recorded event now available

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Course Materials

This CLE course 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.


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.



  1. 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
  2. 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
  3. Preparing and presenting Wells submissions
    A. Timing of submission
    B. Addressing legal and policy issues
    C. Addressing facts
    D. Addressing relief sought


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?


Carney, John
John J. Carney

Baker & Hostetler

Mr. Carney serves as BakerHostetler’s White Collar, Investigations and Securities Enforcement and Litigation team...  |  Read More

James R. Doty
James R. Doty

Baker Botts

He represents clients before the Securities and Exchange Commission in a full range of regulatory, enforcement and...  |  Read More

Linda Chatman Thomsen
Linda Chatman Thomsen

Davis Polk & Wardwell

She concentrates in matters related to the enforcement of the federal securities laws. She joined the SEC staff in 1995...  |  Read More

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