Skip to main content

Company Filings

SEC Emblem
U.S. Securities and
Exchange Commission
  • About
    • Careers
    • Commissioners
    • Contact
    • Reports and Publications
    • Securities Laws
    • What We Do
  • Divisions & Offices
    • Corporation Finance
    • Enforcement
    • Investment Management
    • Economic and Risk Analysis
    • Trading and Markets
    • Office of Administrative Law Judges
    • Examinations
    • Regional Offices
  • Enforcement
    • Litigation Releases
    • Administrative Proceedings
    • Opinions and Adjudicatory Orders
    • Accounting and Auditing
    • Trading Suspensions
    • How Investigations Work
    • Receiverships
    • Information for Harmed Investors
  • Regulation
    • Rulemaking Index
    • Proposed Rules
    • Final Rules
    • Interim Final Temporary Rules
    • Other Orders and Notices
    • Self-Regulatory Organizations
    • Staff Interpretations
  • Education
    • Investor Education
    • Glossaries
    • Small Business Capital Raising
  • Filings
    • EDGAR – Search & Access
    • EDGAR – Information for Filers
    • Company Filing Search
    • How to Search EDGAR
    • Forms List
    • About EDGAR
  • News
    • Press Releases
    • Speeches and Statements
    • Spotlight Topics
    • Upcoming Events
    • Webcasts
    • SEC in the News
    • SEC Videos
    • Media Gallery
  • U.S. Securities and Exchange Commission
    • Divisions & Offices
    • Enforcement
    • Regulation
    • Education
    • Filings
    • Newsroom
  • Newsroom
    • Press Releases
    • Testimony
  • RSS Feeds
    • Press Releases
    • Public Statements
    • Speeches
    • Testimony
  • SEC Spotlight
  • Affinity Fraud
  • Crowdfunding
  • Cybersecurity
  • Disclosure Effectiveness
  • Enforcement Cooperation Initiative
  • Equity Market Structure Roundtables
  • Feds Feed Families
  • Financial Reporting and Audit Group
  • Fireside Chats
  • Fixed Income Market Structure Advisory Committee
  • Foreign Corrupt Practices Act
  • Initial Coin Offerings (ICOs)
  • Implementation of Dodd-Frank Act
  • Interactive Data and XBRL Initiative
  • Investor Advisory Committee
  • Jumpstart Our Business Startups (JOBS) Act
  • Market Structure and Data Analysis
  • Microcap Fraud
  • Money Market Funds
  • Opportunity Zones
  • Regulation SCI
  • SEC and Fintech
  • Short and Long-Term Management of Public Companies
  • Small Business Capital Formation Advisory Committee
  • Whistleblower Awards
  • SEC Spotlight
  • Affinity Fraud
  • Crowdfunding
  • Cybersecurity
  • Disclosure Effectiveness
  • Enforcement Cooperation Initiative
  • Equity Market Structure Roundtables
  • Feds Feed Families
  • Financial Reporting and Audit Group
  • Fireside Chats
  • Fixed Income Market Structure Advisory Committee
  • Foreign Corrupt Practices Act
  • Initial Coin Offerings (ICOs)
  • Implementation of Dodd-Frank Act
  • Interactive Data and XBRL Initiative
  • Investor Advisory Committee
  • Jumpstart Our Business Startups (JOBS) Act
  • Market Structure and Data Analysis
  • Microcap Fraud
  • Money Market Funds
  • Opportunity Zones
  • Regulation SCI
  • SEC and Fintech
  • Short and Long-Term Management of Public Companies
  • Small Business Capital Formation Advisory Committee
  • Whistleblower Awards

Spotlight on Enforcement Cooperation Program

ENF Coop header

The SEC Enforcement Division’s Cooperation Program includes various measures designed to encourage greater cooperation by individuals and companies in SEC investigations and enforcement actions. The program provides incentives to individuals and companies who come forward and provide valuable information to SEC investigators. The SEC uses an analytical framework to evaluate whether, how much, and in what manner to credit the cooperation by individuals and companies in its investigations and enforcement actions.

The Benefits of Cooperation


There is a spectrum of tools available to the Commission and its staff for facilitating and rewarding cooperation by individuals and entities. These benefits to cooperators can range from reduced charges and sanctions in enforcement actions to taking no enforcement action at all.

Cooperation by individuals and entities in SEC investigations and related enforcement actions can contribute significantly to the success of the agency’s mission. Information obtained from cooperators helps detect violations of the federal securities laws, increase the effectiveness and efficiency of SEC investigations, and provide important evidence necessary to take enforcement actions. The program gives SEC investigators access to high-quality, firsthand evidence, resulting in stronger cases that can shut down fraudulent schemes earlier than otherwise would be possible.

Commission statements regarding cooperation


Cooperation by individuals

In January 2010, the Commission issued a issued a policy statement articulating a framework for evaluating cooperation by individuals in the Commission’s investigations and actions. This policy statement identified four general considerations to use in assessing cooperation:

  1. Assistance provided by the cooperator. This includes considerations such as the value and nature of the cooperation;
  2. Importance of the underlying matter. This includes considerations such as the danger posed to investors by the underlying misconduct;
  3. Interest in holding the individual accountable. This includes considerations such as a cooperator’s culpability relative to that of other violators; and
  4. Profile of the individual. This includes considerations such as acceptance of responsibility for the misconduct.

Information concerning the circumstances under which individuals may receive credit as part of the SEC’s cooperation initiative also is available in a litigation release, SEC Credits Former AXA Rosenberg Executive for Substantial Cooperation during Investigation.
March 19, 2012

Cooperation by entities

In October 2001, the Commission issued a Report of Investigation and Statement explaining its decision not to take enforcement action against a public company it had investigated for financial statement irregularities. In this report, commonly referred to as the Seaboard Report, the Commission articulated an analytical framework for evaluating cooperation by companies. The report detailed the many factors the Commission considers in determining whether, and to what extent, it grants leniency to investigated companies for cooperating in its investigations and for related good corporate citizenship. Specifically, the report identifies four broad measures of a company’s cooperation:

  1. Self-policing prior to the discovery of the misconduct, including establishing effective compliance procedures and an appropriate tone at the top;
  2. Self-reporting of misconduct when it is discovered, including conducting a thorough review of the nature, extent, origins and consequences of the misconduct, and promptly, completely and effectively disclosing the misconduct to the public, to regulatory agencies, and to self-regulatory organizations;
  3. Remediation, including dismissing or appropriately disciplining wrongdoers, modifying and improving internal controls and procedures to prevent recurrence of the misconduct, and appropriately compensating those adversely affected; and
  4. Cooperation with law enforcement authorities, including providing the Commission staff with all information relevant to the underlying violations and the company’s remedial efforts.

SEC Cases Utilizing Cooperation Tools


The SEC’s cooperation program has proven valuable in a wide range of cases spanning the full spectrum of its enforcement program from insider trading and market manipulation to FCPA violations and financial fraud.

Here are some examples:

Cooperation Agreements

The Enforcement Division has signed many agreements under which it recommends to the Commission that a cooperator receive credit for cooperating in investigations or related enforcement actions if the cooperator provides substantial assistance such as full and truthful information and testimony.

Some cases involving cooperation agreements include:

  • Reverse merger scheme involving China-based companies
  • Coding error at money manager
  • Accounting fraud at animal feed company
  • Fraud on senior citizens who invested $75 million in purported charity
  • Revenue recognition scheme
  • Mismanagement of collateralized debt obligations
  • Insider trading in shares of insurance company
  • Subprime bond pricing scheme during credit crisis

Deferred Prosecution Agreements

These are agreements under which the Commission agrees to forego an enforcement action against a cooperator if the individual or company agrees to cooperate fully and truthfully and comply with express prohibitions and undertakings during a period of deferred prosecution.

Cases involving DPAs include:

  • An individual in an insider trading case
  • A corporate director
  • An individual in an FCPA case
  • Pricing information about residential mortgage-backed securities
  • FCPA violations involving attempted bribes in Qatar
  • Misclassification of impaired loans at a bank
  • Former hedge fund administrator
  • Non-profit fund for mortgages and construction
  • FCPA violations involving bribes in Uzbekistan

Non-Prosecution Agreements

These agreements are entered into in limited circumstances in which the Commission agrees not to pursue an enforcement action against a cooperator if the individual or company agrees to cooperate fully and truthfully and comply with express undertakings.

Cases involving NPAs include:

  • Two companies who promptly self-reported bribes paid to Chinese officials by foreign subsidiaries, cooperated extensively with the ensuing SEC investigations, and took swift remedial measures
  • Insider trading in shares of e-commerce company
  • FCPA violations involving bribes to Argentinian government officials
  • Misstatements concerning mortgage exposure at Fannie Mae and Freddie Mac
  • Financial fraud at children's clothing marketer

Email Updates

Signup for news about this topic.


More Information


The SEC's Cooperation Program: Reflections on Five Years of Experience

Announcement to Begin Cooperation Program

Framework for evaluating cooperation by individuals

Framework for evaluating cooperation by companies

Enforcement Manual with Details of Tools for Fostering Cooperation

Contact the SEC's Division of Enforcement


Report a potential violation of the securities laws

Modified: Sept. 20, 2016

STAY CONNECTED
1 Twitter 2 Facebook 3RSS 4YouTube
6LinkedIn 8 Email Updates

About The SEC

  • Budget & Performance
  • Careers
  • Commission Votes
  • Contact
  • Contracts
  • Data Resources

Transparency

  • Accessibility & Disability
  • Diversity & Inclusion
  • FOIA
  • Inspector General
  • No FEAR Act & EEO Data
  • Ombudsman
  • Whistleblower Protection

Websites

  • Investor.gov
  • Related Sites
  • USA.gov

Site Information

  • Plain Writing
  • Privacy & Security
  • Site Map
Return to Top