Office of the General Counsel

The General Counsel is the chief legal officer of the Commission and heads the Office of the General Counsel (OGC). The office provides a variety of legal services to the Commission and staff, and is divided into five groups: Appellate, General Litigation, Adjudication, Ethics, and Legal Policy. The office prepares all of the Commission's appellate and amicus briefs, litigates all non-enforcement matters on behalf of the agency, assists in preparing Commission opinions on appeal from administrative law judges, stock exchanges, the NASD and the Public Company Accounting Oversight Board, and provides legal advice and counseling concerning the federal securities laws, administrative laws, government ethics rules, and other laws that affect independent agencies.

The OGC Appellate Litigation Group represents the Commission in litigation to which it is a party in the federal courts of appeals and (in conjunction with the Solicitor General) in the U.S. Supreme Court. For the most part, these cases involve appeals from Commission injunctive actions and petitions seeking review of Commission administrative orders. In addition, the group represents the Commission as amicus curiae in private litigation raising important issues under the federal securities laws. The Appellate Litigation Group is also responsible for representing the Commission in proceedings under Chapter 11 of the Bankruptcy Code in cases involving companies with a significant number of public security holders and raising issues of significance.

The OGC General Litigation Group represents the Commission, its members, and its employees at the trial and appellate levels, when they are parties to civil or administrative litigation arising from the performance of the Commission's official functions, such as enforcement investigations and rulemaking proceedings. Along with the federal securities law questions, these cases often involve issues arising under a variety of federal administrative statutes, such as the Administrative Procedure, Freedom of Information and the Right to Financial Privacy Acts. In addition, the Group litigates administrative disciplinary proceedings against attorneys under Rule 102(e) of the Commission's Rules of Practice. These cases involve allegations that an attorney has violated the federal securities laws or breached their professional responsibilities in practicing before the Commission.

The OGC Adjudication Group advises and assists the Commission in issuing published opinions in contested appeals. The Commission's opinions guide the securities industry on questions of law. Adjudication attorneys advise the Commission on complex factual and legal issues, study the evidentiary records on appeal, and research the relevant substantive and procedural requirements. The appeals present challenges to decisions by administrative law judges, stock exchanges, and the NASD, and the Public Company Accounting Oversight Board. Many cases involve disciplinary actions against brokerage firms and other securities professionals.

The Office of the Ethics Counsel is responsible for advising and counseling all Commission employees and members on such issues as personal and financial conflicts of interest, post-employment restrictions, securities holdings and transactions of Commission employees and their immediate families, gifts, seeking and negotiating other employment, outside activities, and financial disclosure. The Ethics staff also drafts, comments on, and implements regulations concerning ethical conduct issues. The Ethics Office assists Presidential appointees with various aspects of financial disclosure to the Senate and the U.S. Office of Government Ethics in connection with the confirmation process. Annually, the Ethics Office handles thousands of ethics counseling matters for Commission officials and staff.

The OGC Legal Policy Group provides legal and policy analysis and advice to the Commission, individual Commissioners, and the Commission's divisions and office concerning the federal securities laws, administrative laws, and other applicable laws. The Group analyzes all enforcement and regulatory recommendations to the Commission from the operating divisions and offices. In addition, the Legal Policy Group provides legal and policy assistance on legislative matters, working on testimony, participating in briefings of Congressional staff, and responding to Congressional correspondence.

http://www.sec.gov/about/offices/ogc.htm