Voluntary requests and formal orders
An investigation by the SEC often begins as an inquiry in which staff ask for documents or a conversation without compelling anything. Once the Commission issues a formal order of investigation, staff can issue subpoenas for records and testimony, and you can ask to see the order, which describes the general subject matter. The SEC's authority is civil: it can bring enforcement actions in federal court or in its own administrative forum, but it cannot charge crimes. The Justice Department can, and the SEC may share information with prosecutors, so the possibility of a parallel criminal case should be assessed before anything is produced or said. Being contacted does not mean you are accused, and staff frequently gather information from people who are only witnesses.
Testimony is a transcript that follows you
SEC testimony is taken under oath, recorded by a court reporter, and can be used in a later civil case or shared with criminal authorities. Counsel can attend, and preparation involves going through the documents you produced and the ones staff are likely to show you. Knowingly false statements to the SEC can become a separate crime, which is one reason guessing or filling gaps is a mistake; saying you do not recall is appropriate when that is true. If you have real criminal exposure, you can invoke the Fifth Amendment, but in civil proceedings that choice can lead to an adverse inference, so it is weighed carefully rather than reflexively.
Documents and early contact with staff
Preserve everything the request might reach. Work communications on personal phones and messaging apps can fall within its scope, so do not assume they are outside it. Productions are often negotiated: rolling schedules, search terms, and custodians can be discussed with the staff attorney, and those discussions also reveal what the investigation is focused on. Near the end, staff may send a Wells notice saying they intend to recommend charges, which opens an opportunity to respond in writing. In a first meeting we review the request or subpoena, identify your likely role, and plan how communication with the staff will be handled.
