Counsel for regulated firms when a regulator looks closer: examinations, investigations, and enforcement matters before the SEC, the CFTC, and banking regulators, with the compliance work that keeps a problem from starting.
An examination opens with a document request and a deadline, often about two weeks. What follows turns less on the underlying facts than on the record the firm can produce: the written policies, the evidence that someone tested them and the supervisory file that shows who reviewed what and when. Most examinations close with a deficiency letter and a 30-day response. A few are referred to Enforcement, and the difference is usually visible in the first production.
Enforcement keeps its own clock. A civil penalty must be sought within five years of the violation, while disgorgement runs ten years for scienter-based claims since Congress amended the limitations rule in 2021. A Wells notice tells a firm what the staff intends to recommend and gives it a few weeks, and ordinarily no more than 40 pages, to argue them out of it. Those weeks are where theories narrow and individuals are separated from the firm.
We advise banks, broker-dealers and investment advisers on these obligations, and we have represented clients in matters before the SEC and the CFTC. Where a forum requires separate admission we work with counsel admitted there.
Guiding firms through routine and for-cause examinations and informal inquiries, preparing the record, managing communications with the examiner, and addressing findings before they harden into something larger.
Representing institutions in formal investigations and enforcement matters before the SEC and the CFTC, responding to subpoenas and document requests, preparing witnesses, and defending the firm through to resolution.
Designing, reviewing, and testing the policies, supervisory procedures, and internal controls that keep a regulated firm inside the rules, which is the preventive work that defends the firm long before any inquiry.
Conducting privileged internal reviews when an issue surfaces, establishing the facts, advising on remediation and disclosure, and positioning the firm to respond credibly if a regulator follows.
Day-to-day counsel on the obligations that govern advisers, broker-dealers, and funds, including registration and licensing questions, new products and structures, and how a contemplated step is characterized under the applicable rules.
Coordinating regulatory advice for institutions operating across borders, working with locally admitted counsel where a matter requires admission in another forum, so a global firm receives one consistent standard rather than a patchwork.
An investment adviser must adopt written compliance policies and review their adequacy at least annually; a broker-dealer must test its supervisory system each year and report the results to senior management. Examiners ask for those reviews early, and a firm that cannot produce one has told them where to look next.
SEC staff open most matters informally and ask for voluntary production. Only a formal order of investigation brings subpoena power, and receiving one changes the firm's obligations and its options. Either way the preservation duty attaches at once, and the records most often missing are text and chat messages the firm's archive never captured.
Since 2001 the Commission has given credit for what a firm did before the staff called, meaning how it policed itself and whether it reported and fixed the problem, and for how it cooperates once a matter is open. The credit shows up as a lower penalty, a narrower order or no action at all.
Banks and broker-dealers must file a suspicious activity report within 30 days of detecting facts that may require one, or 60 days if no suspect has been identified, and must keep the filing confidential even from the customer. Enforcement cases over anti-money-laundering programs usually begin with the reports that were late, thin or never filed.
An internal review stays privileged when counsel directs it, interviews open with a warning that the lawyer represents the firm and findings are recorded as legal advice. Hand the report to a regulator and most courts treat the privilege as waived against everyone, plaintiffs included. A written report and an oral briefing are different decisions.
The staff names people as well as firms, and a chief compliance officer who signs the annual review is a natural witness. When an employee is asked to testify, the firm decides whether to fund separate counsel, and the bylaws' advancement clause usually answers that. The interests diverge earlier than anyone expects.
An examination request or informal inquiry arrives with a document list and a deadline. Counsel issues the litigation hold, maps who at the firm knows what, and reads the request for what the regulator is probing before a word goes back.
A privileged internal review runs ahead of the regulator's own, establishing the facts, testing the supervisory record, and deciding what remediation or self-report the facts support. Productions go out complete, sequenced, and on the firm's terms.
If staff moves toward charges, the firm is told what they intend to recommend and gets its answer in through the written submission and the meetings where scope, theories, and charges are narrowed before anything is filed.
Settlement, undertakings, or defense through litigation, and then the part firms underweight: executing the undertakings, closing exam findings, and rebuilding the compliance record so the next examiner reads a different file.
The file the regulator reads was written long before the letter arrived. Our job is to make sure it was written well.
It keeps a regulated firm's record in order and defends that record when a regulator reads it. In practice that means drafting and testing the written policies an adviser or broker-dealer must maintain, answering examination requests and deficiency letters, and running privileged internal reviews when something surfaces. If the staff opens an investigation, we handle the production, the testimony and the Wells submission through to settlement or litigation. We have represented clients in matters before the SEC and the CFTC and advise on examinations by banking regulators and self-regulatory organizations.
Read the letter for what it is. A voluntary request, a subpoena under a formal order and an examination request letter carry different obligations and different deadlines, usually a few weeks, and the first call is to confirm which one you hold and whether an extension is realistic. Issue a written hold the same day, including messaging platforms, and stop internal email about the subject. Then decide who speaks for the firm, because the person who answers the first question is often the person the staff later asks to testify.
Hart David Carson LLP represents clients in matters before the SEC and the CFTC, and we advise on examinations and inquiries from federal and state banking regulators and self-regulatory organizations. Where a matter involves a forum or a jurisdiction requiring separate admission, we coordinate with counsel admitted there so the institution is represented properly throughout.
An examination is a routine or for-cause review of how a firm operates against the rules, covering its books, controls, and disclosures. An enforcement matter is an adversarial proceeding alleging a violation, with the prospect of sanctions. An examination can surface issues that lead to enforcement, which is why the way a firm conducts itself during a review matters long after the review has closed.
Both, and the first is most of the second. An investment adviser must keep written compliance policies and review them at least once a year; a broker-dealer must test its supervisory controls annually and have its chief executive certify the compliance process each year. We draft those policies, run the annual reviews and gap-test them against the examination priorities the regulators publish each year, so that when a request letter arrives the record already answers most of it.
Yes. Financial regulation rarely stops at one border. Our Chicago, London, and Dubai offices coordinate across the jurisdictions a firm operates in and work with locally admitted counsel where a matter requires admission in another forum, so a global institution receives consistent advice rather than a patchwork.
Senior, unitranche, mezzanine, and second-lien debt for acquisitions, buyouts, and recapitalizations, with credit terms that have to survive diligence and a downturn alike.
Explore →High-yield bonds and debt securities, covering issuance, covenants, and the disclosure and offering work that sits alongside leveraged credit in the capital structure.
Explore →The full banking and asset-finance practice, covering acquisition, real-estate, asset, aviation, marine, and fund finance, with the security and intercreditor mechanics behind each deal.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.