On October 7, 2025, U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) Chairman Paul Atkins presented the 25th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities, and Financial Law at Fordham University. Chairman Atkins’ speech touched upon two topics of particular interest—the Wells process and the simultaneous consideration of settlement offers and related requests for waivers from collateral consequences resulting from enforcement actions. Chairman Atkins had recently announced that the Commission will consider settlement offers and related waiver requests in tandem, and his remarks echoed his previous statement. Together with his comments on the Wells process, Chairman Atkins appears committed to reforming and updating the SEC’s enforcement processes, with the goals of increasing due process, transparency, fairness, and consistency.
The Wells Process: Foundations and Refinements
As Chairman Atkins explained, the “Wells process is the mechanism through which the [SEC] enforcement staff notifies potential respondents or defendants of any charges—and the basis for such charges—that the staff intends to recommend to the Commission.” The recipient is then entitled to respond to the SEC staff in a “Wells submission,” in which the recipient can attempt to persuade the SEC staff that an enforcement action (in whole or in part) is not appropriate or necessary under the facts and circumstances of the case. This is an opportunity for the recipient to present the facts from their point of view, and a chance to make sure that the SEC’s enforcement attorneys have accurate and complete information with which to make decisions on the need for enforcement action, as well as awareness of the potential legal risks to an enforcement action. Overall, Chairman Atkins stressed that these submissions are, indeed, meaningful, and “can and do change the trajectory of enforcement actions—not in every case, of course, but in enough cases to matter.”
Chairman Atkins went on to explain the tenets on which the Wells process is built, along with their importance to ensuring that the process is effective, fair and transparent; i.e., consistent with fundamental due process. As such, in order to ensure, that “both sides . . . engage in good faith,” Chairman Atkins expects that the enforcement staff will provide “sufficient information for potential respondents or defendants to understand the potential charges and the evidentiary basis for those charges, such as testimony transcripts and key documents,” excluding any confidential information, such as the identification of whistleblowers. He also noted that the enforcement staff must be cognizant of the challenges of compiling these submissions, and therefore, “going forward, the staff will provide the other side with at least four weeks to make Wells submissions.” In addition, Chairman Atkins stressed the benefit of “early engagement” between the staff and a potential respondent in order to potentially save sparse resources by heading off an investigation based on a faulty factual premise at the pass.
Overall, as Chairman Atkins said, a “balanced approach serves the interest of justice and strengthens the integrity of our enforcement program.” That said, he highlighted the fact that the Wells process is somewhat dated, and the markets and legislative and regulatory landscape have changed, such that that process should be revisited and refreshed, a point he returned to later in his remarks.
Simultaneous Settlements and Waivers
Chairman Atkins then turned to the topic of simultaneous offers of settlement along with contemporaneous waiver requests to the Commission by referencing his September 26, 2025 statement, in which he announced the restoration of “the Commission’s prior practice of permitting a settling entity to request that the Commission simultaneously consider an offer of settlement that addresses both an underlying Commission enforcement action and any related waiver request.” As he previously explained, this combined approach enables the Commission to make decision on both a settlement offer and a waiver request together, “within the context of the relevant facts, conduct, and consequences, and with the benefit of the analysis and advice of the Enforcement Division and the relevant policy Divisions.”
This tandem approach allows a respondent to consider its options when the Commission accepts a potential settlement offer, but simultaneously makes clear that it will not grant a waiver request. This would not be possible, of course, if the respondent and the Commission reached a settlement and then, later, the Commission denied a waiver request—thereby tying the respondent’s hands. As Chairman Atkins said, this change helps “to ensure that when the Commission exercises its enforcement authority, it does so fairly, transparently, and with the procedural rigor that engenders confidence in our work.”
Concluding Remarks
Chairman Atkins closed by sharing his priorities in evaluating and modernizing the SEC’s enforcement processes. As he stated, time has passed since these processes were adopted and first implemented, and markets and technology have changed, and will continue to evolve. In that regard, the SEC’s enforcement processes need to evolve too, and should not only “respect the rule of law, provide predictability, and protect the rights and interests of those with whom we interact,” but should also “promote transparency,” such as by following public guidance. Further, the Commission’s Divisions should work together to achieve consistent results, without “information silos and fragmented thinking.” Finally, he stressed the need to match Commission staff incentives with the goal of protecting investors and our markets, rewarding the staff for their quality work and judgement, rather than by number of enforcement actions brought.
Read Chairman Atkins’ October 7 remarks here and his September 26 remarks here.