backOn February 24, 2026, the Securities and Exchange Commission Division of Enforcement published an updated Enforcement Manual. The Enforcement Manual has not been updated since 2017. The Commission committed to yearly reviews of the manual going forward.
Key changes to the Enforcement Manual include updates to the Wells notice process, updates to the process concerning staff action memos, a return to the practice of simultaneously considering settlements and waiver requests, and expanded guidance on cooperation credit. According to SEC Chair Paul Atkins, these updates are a “long-overdue step that builds on the Division of Enforcement’s commitment to transparency, fairness, and process while ensuring it remains able to fulfill its mission[.]”
Specifically, the updated Enforcement Manual extends the time for recipients of a Wells notice to submit a response to four weeks. Wells meetings will be scheduled within four weeks of the Commission’s receipt of a Wells submission and will include a member of senior leadership within the Division. Furthermore, the Enforcement Manual now provides “guidance on what makes a Wells submission most helpful to the staff and the Commission.” Recipients of a Wells notice will be informed of the types of relief the staff will recommend to the Commission and “salient, probative evidence that the staff has gathered or received” that may not be known to the recipient (subject to confidentiality or other constraints on sharing such information).”
Staff “action memos” are now required to “objectively address significant evidentiary issues, litigation risks, and primary arguments in any Wells submissions and White Papers that were accepted,” as well as explain why any Wells notices were not provided or Wells submissions or white papers were rejected.
When an investigation is closed, staff are also now “encouraged” to send termination letters to any party that made a significant document production in the investigation.
The Commission, in an effort to provide “greater visibility into the collateral effects of a settlement,” has also restored its prior practice of permitting a settling party to request simultaneous consideration of a settlement offer and any related waiver requests from automatic disqualifications and other collateral consequences resulting from the underlying enforcement action.
With respect to cooperation credit, the Enforcement Manual includes expanded guidance and specific examples of remediation steps and cooperation steps (based on the Seaboard Report) that the Commission will use in evaluating cooperation.
Additional updates include guidance related to “changes intended to encourage more consistent internal collaboration, updates regarding the formal order process, an updated framework for referrals to criminal authorities, and other changes intended to conform the Enforcement Manual to current best practices within the Division.”
Link to the press release is here. The updated Enforcement Manual is available here.