There is a moment in some SEC investigations when the focus narrows from a company to a person. If that person is you, the matter stops being a corporate legal problem and becomes a personal one.
The Securities and Exchange Commission increasingly builds cases around individuals — the executives who signed off, approved, or directed the conduct — not just the entities they worked for. Being the individual at the center of that shift carries stakes a company-level fine never will: your finances, your career, and in some cases your freedom.
We defend individuals in federal securities matters, and our team includes a former Assistant U.S. Attorney who has worked alongside the FBI and IRS on white-collar cases. That background matters, because an SEC case against an executive can run parallel to a criminal investigation by the Department of Justice built on the same facts.
This page explains what it means to be personally targeted, how it differs from your company’s exposure, what is actually at stake for you, and the steps that protect you early.
If you believe you are personally a focus of an SEC matter, do not rely on the company’s process to protect you. Contact our office to talk with an attorney about your own position.
What “Targeted” Actually Means for an Executive
People use the word “targeted” loosely, but the distinctions matter, because they tell you how much personal danger you are in.
In an SEC investigation, you may be a witness with useful information, a person whose conduct is being examined, or someone the staff is preparing to recommend charges against. The SEC does not always announce which category you fall into, and executives often assume they are peripheral when they are not.
There are signals that the focus has turned to you personally. A subpoena directed at your own records and testimony, questions in interviews that center on your decisions and communications, a litigation-hold notice naming you, or a Wells notice identifying you by name all point in the same direction.
The Company Is Not the Only Defendant Anymore
For years, securities enforcement centered on the corporation — the entity paid a fine, signed a settlement, and the matter closed. That focus has shifted toward the individuals who made the decisions.
The practical consequence for an executive is that “the company is handling it” is no longer a safe assumption. The same conduct can lead to an action against the company and a separate action against you, and your interests and the company’s interests can diverge quickly.
Our managing partner, Russell Lorfing, watched this priority shift take hold from inside the government, and he points to a second change that gets less attention: federal policy increasingly rewards individuals who come forward early, before the government identifies an issue on its own. The key is understanding what that really means: it is not about a deadline, it is about leverage. Whether an early move helps you is a fact-specific question that requires your own counsel and a real analysis of what the government likely already knows.
Once the government finds the problem first, you are no longer deciding how to handle it. You are reacting to what has already been found.
The Company’s Lawyer Is Not Your Lawyer
This is the single most important thing for a targeted executive to understand, and it is where people get hurt most often.
When a company faces an SEC investigation, it hires counsel to represent the company. That lawyer’s client is the corporation — not you, even if you are its CEO.
Upjohn Warnings and Why They Matter
When company lawyers interview employees and officers during an internal investigation, they are supposed to give what is called an Upjohn warning. It tells you that they represent the company, not you, and that the company — not you — controls whether anything you say stays privileged.
Read plainly, that warning means the company can later decide to share what you told its lawyers with the SEC or the Department of Justice. What you say in an internal interview, believing you are protected, can end up in the government’s hands.
When Your Interests and the Company’s Interests Split
Early in an investigation, the company and its executives often look aligned. That can change fast.
A company under pressure has powerful incentives to cooperate with the government, and cooperation credit is frequently earned by identifying the individuals responsible. In practice, that can mean the company pointing the government toward specific executives to reduce its own exposure.
If that happens, you do not want to be relying on the company’s counsel or the company’s version of events.
The company's lawyer represents the company. What you tell them can be shared with the government — without your consent.
You want your own lawyer, whose only client is you. If you have been asked to sit for an internal interview or a company is cooperating with the SEC, speak with our team about your own representation first.
How an SEC Investigation Unfolds for a Named Executive
From an individual’s perspective, these matters tend to move through a recognizable sequence. Knowing where you are in it changes what your lawyer should be doing.
Document Holds and Subpoenas
Often the first sign is a litigation-hold notice instructing you to preserve documents, or a subpoena for your records, emails, and messages. A subpoena that reaches your personal communications and demands your testimony is a strong signal that you are more than a bystander.
Investigative Testimony
The SEC can compel sworn testimony. Being called to testify — sometimes described as an “on-the-record” interview — is a serious stage, because your answers are transcribed and can be used later, including in a parallel criminal case.
The Wells Notice
If SEC staff decides to recommend charges against you specifically, you typically receive a Wells notice. It tells you that staff intends to recommend that the Commission authorize an enforcement action against you and identifies the provisions they believe you violated.
A Wells notice is not a final charge, but for an executive it is a clear statement that you personally are in the government’s sights.
The Wells Submission
Before the Commission votes, you generally have the chance to respond in writing through a Wells submission. This is your attorney’s opportunity to argue against charges or narrow them — but it carries real strategic risk, because the submission can be used against you later and can preview your defense. That decision has to be made carefully, with counsel who is thinking about both the SEC case and any criminal exposure.
Settlement or Litigation
After the Wells process, an individual matter typically resolves by the SEC closing it, by a negotiated settlement (often on a no-admit, no-deny basis), or by the SEC filing suit or bringing an administrative proceeding against you.
What Is Actually at Stake for You Personally
For an executive, the consequences reach well beyond a monetary penalty. Several of them can outlast the case itself.
Civil penalties and disgorgement. The SEC can seek personal financial penalties and repayment of any gains tied to the alleged conduct, plus interest — paid by you, not the company.
Officer and director bars. The SEC can seek an order barring you from serving as an officer or director of any public company, which can effectively end an executive career.
Industry bars. If you work in a regulated role — as a broker, investment adviser, or similar — you can face suspension or a permanent bar from the industry.
Reputational and professional fallout. An enforcement action is public. Even a settlement can affect your standing, board seats, and future employment.
Criminal exposure. This is the most serious possibility, and it deserves its own explanation.
The specific consequences depend on the allegations, the evidence, and how the matter resolves. No honest lawyer will promise you an outcome before reviewing the facts.
The SEC Track and the Criminal Track Can Run at the Same Time
Many executives do not realize that the SEC cannot send anyone to prison. The SEC is a civil regulatory agency; its tools are penalties, disgorgement, injunctions, and bars.
Prison exposure comes from a different direction. Criminal securities fraud is prosecuted by the Department of Justice, often with the FBI, and the DOJ and SEC frequently investigate the same conduct at the same time in what are called parallel proceedings.
For a targeted individual, this creates a specific danger. Testimony you give in the SEC’s civil matter — or statements made in a company internal interview — can be used against you in a criminal case. A defense built only around the civil track can leave you exposed if a criminal referral is already forming.
This is why executives who may face parallel exposure benefit from counsel who understands both federal civil enforcement and federal criminal defense from the start, not after charges arrive.
First Steps If You Believe You Are Being Targeted
If you have reason to think you personally are a focus of an SEC investigation, a few steps matter more than the rest:
- Get your own counsel — separate from the company’s lawyers — before you sit for any interview or testimony.
- Preserve everything. Emails, messages, calendars, and documents. Do not delete or “clean up” anything; that can create a separate obstruction problem.
- Do not give an internal interview unguarded. Remember the Upjohn warning: the company’s lawyers are not protecting you.
- Route communications through your attorney, including with the company and with SEC staff. Let counsel make the first contact with the government — often that outreach can happen without immediately identifying you — so your lawyer can learn what the staff already knows before you are exposed.
- Do not rely on informal assurances. Any resolution or cooperation arrangement should be clearly defined and documented. A friendly comment from an agent or a staff attorney is not protection.
- Ask about D&O coverage and indemnification early — whether the company will advance your legal fees, and under what conditions, is a real and time-sensitive question.
- Get an honest read on criminal exposure, not just the civil case.
What a Defense Attorney Does for a Targeted Executive
Having your own lawyer changes the dynamic from reacting to the company’s and the government’s moves to protecting your specific interests.
Clarifying your status. Counsel can work to learn whether you are a witness, a subject, or a target, and press the staff for that information where possible.
Standing between you and pressure. Once you have counsel, contact with SEC staff and the company generally runs through your lawyer, which removes the pressure to respond on your own.
Preparing you for testimony. If you must testify, counsel prepares you carefully, because a transcript can follow you into a criminal case.
Handling the Wells submission. Counsel decides whether and how to respond to a Wells notice, weighing the benefit of arguing against charges against the risk of previewing your defense.
Protecting your career and finances. Counsel negotiates penalty amounts, admissions language, and the scope of any bar, and addresses indemnification and D&O coverage so you are not carrying the cost alone.
Managing parallel criminal risk. Where a DOJ referral is possible, counsel with federal criminal experience coordinates a strategy that accounts for both tracks at once.
Why Executives Bring Us Into SEC Matters
Our firm’s managing partner, Russell Lorfing, is a former Assistant U.S. Attorney who prosecuted federal cases in Lubbock, Texas, and was designated a Cyber Hacking Intellectual Property Prosecutor by the U.S. Attorney’s Office in 2017.
He has trained federal agents and prosecutors for the FBI, IRS, DEA, and DOJ, and has been recognized nationally for his work on white-collar investigations involving the IRS, Homeland Security, and the FBI.
In 2024, he served as Co-Chair of the Federal Criminal Defense Committee for the Texas Criminal Defense Lawyers Association. He is admitted to practice in Texas, the District of Columbia, the Fifth Circuit Court of Appeals, the Northern, Western, and Southern Districts of Texas, and the U.S. Supreme Court.
That experience matters for a targeted executive, because SEC matters so often run beside criminal investigations handled by the same federal agencies. Having sat on the government’s side, he understands how individuals get identified, how cooperation credit shifts blame toward specific people, and where an executive’s exposure is greatest.
Founding partner Trey Keith has spent more than 20 years defending clients in state and federal matters, including financial crimes such as money laundering, with not-guilty verdicts in those cases. The Honorable E. Scott Frost (Ret.), Of Counsel to the firm, brings more than 30 years on the federal bench. Our broader team includes former federal prosecutors, former federal public defenders, former FBI agents, former IRS criminal investigators, and former general counsel to major family offices — the kind of team built for matters where an individual’s personal exposure and a company’s interests pull in different directions.
SEC enforcement is federal law, and it applies the same way regardless of where you live or work. Our practice is built around federal court and federal white-collar investigations, which is what an executive facing the SEC actually needs.
For a fuller walkthrough of how SEC investigations work at the company and case level, see our SEC Fraud Defense Lawyer page. If your exposure began with a government contact or an agent interview, our page on what to do when federal agents want to talk explains those first moments, and our How Federal Sentences Are Calculated page explains what criminal exposure would actually look like.
Frequently Asked Questions
What does it mean to be “targeted” by the SEC?
It means the SEC’s focus has narrowed to you personally rather than only your company. Signals include a subpoena for your own records and testimony, interview questions centered on your decisions, a litigation hold naming you, or a Wells notice identifying you. The SEC does not always tell you directly, which is why counsel helps clarify your status.
Do I need my own lawyer if my company is under SEC investigation?
Often, yes. The company’s lawyers represent the company, not you, and the company can later share what you told them with the government. If you are an officer whose conduct is being examined, separate counsel protects your interests when they diverge from the company’s.
Can the SEC end my career?
It can seek an order barring you from serving as an officer or director of a public company, and, in regulated roles, from working in the securities industry. Combined with the public nature of an enforcement action, the professional consequences for an executive can be significant and lasting.
Will an SEC case become a criminal case for me personally?
Not always, but it can. The SEC is civil and cannot imprison anyone, but the Department of Justice can bring criminal charges on the same facts, often in parallel. Statements you make in the civil matter can be used in a criminal one, which is why the two tracks have to be considered together.
What is a Wells notice, and what does it mean if it names me?
A Wells notice is a written notice that SEC staff intends to recommend the Commission authorize charges. If it names you individually, it is a clear signal that you personally — not just your company — are in the government’s sights, and it gives you a limited window to respond.
Should I talk to my company’s counsel about what happened?
Be careful. Company counsel will typically give an Upjohn warning that they represent the company, not you. What you tell them may not stay privileged from your perspective and could be shared with the government. It is wise to speak with your own attorney before any internal interview.
Does D&O insurance cover an SEC investigation?
It often can, and whether the company will advance your legal fees is an important, time-sensitive question. Coverage and indemnification terms vary, so an attorney should review your specific situation early.
If you believe you are personally a focus of an SEC investigation, the sooner you have your own counsel, the more you can protect. Schedule a consultation with our federal defense team to talk through where you stand.