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Abstract: 

This article examines the evolving ethical landscape for lawyers practicing before the U.S. Securities and Exchange Commission. Under the Commission’s prior leadership, so-called “gatekeepers” — including lawyers, directors, and senior executives — were often expected to anticipate, and remediate, novel securities violations. Perceived failures to do so were often met with enforcement action. Although the role of the gatekeeper remains central in the Atkins-led SEC, the paradigm has shifted. Instead of viewing gatekeepers as potential adversaries, the Atkins-led SEC aims to foster a collaborative framework that incentivizes transparency, prompt self-reporting, and independent internal investigations. Although this shift offers issuers and their counsel better opportunities for advocacy, it can pose ethical tensions for SEC-facing counsel. The article analyzes three ethical considerations that the Commission’s reforms have brought into greater focus: (1) the duty of confidentiality to one’s client; (2) the duties owed to non-clients; and (3) the duties owed to clients when an attorney decides to withdraw from the relationship. It concludes with thoughts on navigating these challenges in the SEC’s “back-to-basics” era.

Keywords: Market Integrity; SEC v. SolarWinds; 2026 Enforcement Manual Updates; Ethical Obligations of SEC-Facing Lawyers; Privilege Waiver; In re FirstEnergy Corp

Affiliations:  1: Katten Muchin Rosenman LLP.