SEC Gives Enforcement Manual an Overdue Physical

We recently reported that SEC Chairman Paul Atkins had prescribed new procedures for the agency’s Wells submission process: i.e., more time for and more transparency to potential defendants’ counsel, and more meaningful engagement between enforcement staff and counsel. See “SEC Chairman Drops His Remix of Wells Process,” Expect Focus – Life, Annuity, and Retirement Solutions (January 2026). On February 24, 2026, the SEC’s Division of Enforcement published the first update to its Enforcement Manual since 2017, thus formalizing these and other reforms.

The most significant changes to the manual relate to the Wells process. Now, respondents will receive four weeks to prepare a Wells submission (an increase from two weeks), and the division must schedule a post-submission meeting between defense counsel and senior SEC leadership at the associate director level or above within four weeks of receiving the submission. And for the first time, the manual provides explicit guidance for an effective Wells submission, including:

• Referring accurately to the relevant evidence and applicable precedents.
• Acknowledging the staff’s position while highlighting exculpatory evidence.
• Focusing on disputed factual or legal issues.
• Addressing litigation risks.
• Supporting key arguments with citations to the investigative record.

Where pending charges are particularly complex or technical, the manual also now permits counsel to submit an expert report.

Moreover, the updated manual administers a dose of clarity to the settlement process. The SEC has restored its practice of simultaneously considering settlement offers alongside related waiver requests: No longer must a party resolve an action and only later learn the collateral consequences of doing so. Staff must now present the settlement offer and waiver request together for the SEC’s consideration, giving settling parties a complete diagnostic picture before they commit to a resolution.

Other noteworthy updates include a formalization of “white paper” submissions (which will be capped at 40 pages) and the inclusion of offchannel ommunications (such as iMessage, WhatsApp, and Signal) within the definition of “document” for both subpoena and document preservation purposes. And, to provide closure to parties who cooperated and were not ultimately charged, SEC staff are encouraged to send termination letters if such a party made significant productions in an investigation. The division also has committed to give the manual an annual review, signaling that further refinements may follow.

For companies and individuals under SEC scrutiny, the updated manual signals a meaningful shift in the division’s behavior: the exam has been standardized, the instruments have been calibrated, and the bedside manners have been