A Field Guide to SEC Legal Externships

A guide to the SEC's divisions and offices, with first-hand advice from former externs.

Before you rank your choices

The SEC is a large organization — six Divisions and a number of Offices, most of which break down further into Sections or Groups. Externship applicants are typically asked to list their top choices among the divisions and offices that accept law externs. The goal of this guide is to help you pick work you'll actually find interesting, because a multi-month placement is a long time to spend on the same kind of issue.

A couple of things worth knowing going in:

• The SEC doesn't work alone. It coordinates closely with other agencies, including the Department of Justice, and externs get to see how federal agencies share information and responsibility on overlapping matters.

• The "revolving door" is real. Many SEC attorneys are former big-law lawyers who have cycled through government, corporations, and firms. Even if you never plan to work in government, an SEC externship is a window into how the agency thinks and builds cases — knowledge that pays off later if you ever defend clients against SEC actions in private practice.

Advice from people who've done it

Former externs consistently offer the same handful of tips:

• Build your network. Talk to attorneys about their work, their backgrounds, and their advice for you as a law student. Reach out beyond your assigned section to broaden your contacts across the agency.

• Do your homework before you apply. Four months is a long time to spend on the same issues, so make sure the work in a given division or office genuinely interests you. The big divisions contain very different sub-offices doing very different things, and you won't know which to prioritize unless you research them.

• Ask to observe. Request to accompany your supervising attorneys to witness testimony or depositions.

• Push for substantive work. Some supervisors hand it to you naturally; if yours doesn't, ask for more substantial assignments. Be proactive about seeking out the work you care about.

The Divisions

Division of Corporation Finance

Corporation Finance oversees corporate disclosure to the investing public — the information companies must provide when they first sell stock and on a continuing, periodic basis afterward. The staff reviews disclosure filings, helps companies interpret the rules, and recommends new rules to the Commission. (Importantly, the Division does not judge the merits of any transaction or whether an investment is appropriate — responsibility for complete, accurate disclosure lies with the company.)

Interns are generally assigned to one of roughly a dozen industry-focused disclosure review groups, or to one of the support offices. Typical assignments include:

• researching legal interpretive requests;

• reviewing company shareholder proposals;

• assisting with reviews of public-company or foreign-government filings;

• working on small-business disclosure and exempt-offering initiatives;

• summarizing public comments on rulemaking proposals; and

• assisting with reviews of tender offers and "going private" transactions.

The support offices, briefly:

• Office of Chief Counsel (OCC) — answers legal questions across the federal securities laws the Division administers, supports filing reviews, reviews rulemaking releases and proposed legislation, and assists the SEC's Office of General Counsel on amicus matters.

• Office of Enforcement Liaison — coordinates between Corporation Finance and Enforcement on tips, delinquent filers, and registration revocations.

• Office of Mergers and Acquisitions — handles disclosure issues in change-of-control deals: mergers, tender and exchange offers, proxy contests, going-private transactions, and beneficial-ownership reporting.

• Office of Chief Accountant (CF-OCA) — handles financial-reporting questions and the form and content of required financial statements.

• Office of International Corporate Finance — covers Regulation S and offshore offerings, Rule 144A, ADRs, foreign-issuer matters, and liaison work with IOSCO, the OECD, and other international bodies.

• Office of Small Business Policy — handles disclosure issues for smaller reporting companies and limited, private, and intrastate offerings; liaises with state regulators and the SBA.

• Office of Rulemaking — drafts proposing and adopting releases and leads most of the Division's rulemaking projects.

• Office of Capital Markets Trends — tracks macro and micro market trends and novel securities, and leads work on derivatives products and Dodd-Frank Title VII implementation.

• Office of Structured Finance — reviews assetbacked securities filings and other structuredfinance disclosure.

Division of Enforcement

First and foremost, the SEC is a law-enforcement agency, and Enforcement is where that function lives. The Division recommends investigations, recommends civil actions in federal court or administrative proceedings, and prosecutes those cases. It works with criminal authorities in the U.S. and abroad when a matter warrants criminal charges. All SEC investigations are conducted privately; with a formal order of investigation, staff can subpoena testimony and documents. Many cases ultimately settle without trial.

Interns are usually assigned to a group of roughly 6 to 15 people and work on that group's investigations, litigation, and projects. They're typically offered chances to observe key steps, including investigative testimony and conference calls. Common experiences include:

• reviewing document productions and flagging relevant material;

• assembling exhibits, preparing questions, and attending witness testimony;

• researching legal standards and precedent to focus investigations and support litigation;

• analyzing tips and referrals to assess whether they warrant investigation;

• drafting pleadings or memoranda outlining key events or legal issues;

• attending meetings with witnesses, whistleblowers, defense counsel, and criminal authorities; and

• attending non-public Commission meetings discussing Enforcement recommendations.

Division of Economic and Risk Analysis (DERA)

DERA integrates economic analysis and data analytics into the SEC's work, interacting with nearly every other division and office. Its two main functions are supporting Commission rulemaking and policy with economic analysis, and providing risk assessment and data analytics to focus the agency's resources on the highest-risk matters in litigation, examinations, and registrant reviews. DERA also supports Enforcement with economic and quantitative analysis.

The Division has several specialized offices, but interns are all placed in the Office of the Chief Counsel (OCC), where they help the office's attorneys advise DERA staff and other divisions. Past interns have helped develop guidance for conducting economic analysis in rulemaking, researched Administrative Procedure Act requirements, supported economists on pending rulemakings, and worked on risk-assessment and structured-data projects.

Division of Investment Management

This Division oversees America's investment management industry — including registered funds that together hold more than $39 trillion in assets — through regulation of mutual funds, ETFs, fund managers, and investment advisers to individual customers. Because so many individual investors are concentrated in these products, the Division focuses on whether disclosures are useful to retail customers and whether regulatory costs are reasonable. It also interprets the law for the public and for inspection and enforcement staff, responds to no-action and exemptive-relief requests, reviews fund and adviser filings, and supports related enforcement matters.

Sub-offices:

• Chief Counsel's Office (CCO) — issues noaction and interpretive letters under the Investment Company Act and Investment Advisers Act, reviews exemptive applications and rulemakings, prepares Congressional testimony, and advises non-U.S. regulators and international bodies. Its Enforcement Liaison Office advises Enforcement on investigations involving those Acts and handles tips, complaints, and referrals.

• Disclosure Review and Accounting Office (DRAO) — reviews investment-company and variable-insurance filings and helps ensure full, fair financial disclosure.

• Rulemaking Office — considers whether to propose, adopt, or amend rules under the relevant Acts and provides technical assistance on recent rulemakings.

• Analytics Office (formerly the Risk and Examinations Office) — monitors and analyzes industry data, provides ongoing financial analysis of the asset-management industry, and maintains technical expertise to support the Division's work.

Division of Trading and Markets

Trading and Markets works to keep markets fair, orderly, and efficient. Its staff provides day-to-day oversight of the major market participants: securities exchanges and firms; self-regulatory organizations such as FINRA and the MSRB; clearing agencies; transfer agents; securities information processors; and credit-rating agencies. It also oversees the Securities Investor Protection Corporation (SIPC), the private nonprofit that insures cash and securities in customer accounts against the failure of a member brokerage firm — though, importantly, SIPC does not cover losses from market declines or fraud. The Division also runs the financialintegrity program for broker-dealers, reviews proposed SRO rule changes, and issues interpretations affecting market operations.

Law-student interns are generally assigned to one of the Division's offices — Market Supervision, Derivatives Policy and Trading Practices,

Clearance and Settlement, Broker-Dealer Finances, or the Office of Chief Counsel — and tend to get the same kind of work as junior attorneys, with exposure to both securities and administrative law. Typical experiences include:

• reviewing proposed SRO rule changes and helping prepare Federal Register notices;

• conducting legal research to help develop the staff's positions;

• reviewing requests for interpretive, no-action, or exemptive relief and drafting responses;

• joining meetings and calls with regulated entities and other SEC components; and

• helping draft new rules or amendments and reviewing proposed legislation.

Office of Derivatives Policy and Trading Practices

This office leads the Division's work implementing the Dodd-Frank derivatives provisions and administers Regulation SHO and other shortselling and market-manipulation rules. It also provides legal and policy expertise to Enforcement on market-regulation matters.

From former externs in this office:

"Very much regulatory focused — concerned with instituting some of the rulemaking provisions of Dodd-Frank. I got to be involved in the thinking behind a few rules as well as with the drafting of the federal register explanations."

"I gained exposure to the comment letter process and insight into how the SEC approaches rulemaking. I was able to sit in meetings during which they tried to address some of the challenges posed by rulemaking in the derivatives space (proprietary trading vs. risk hedging — activities performed by very different constituencies)."

"In my situation, I had to grapple with the reality that my internship was to be much more passive than active. I had all the access I wanted and I was asked for research and analysis from time to time, but the majority of the internship I was left to explore the available resources on my own. I imagine that many regulatory internships are similar (though perhaps the needs of some groups may be more than others), and would recommend that students be prepared to find their own learning in the materials available to them during their time at the Commission. Other divisions (namely enforcement) seemed to have much more focused programs, with students getting involved in specific cases, and as a result they had more structured experiences. While I'm glad I had the internship that I had because of the material I was exposed to, I would probably have chosen a more structured experience to gain the most out of my semester from a skills and practice perspective."

Were you able to secure a wide variety of assignments working with a variety of attorneys? "Yes, though projects were at times hard to come by due to the nature of the work being difficult to just delegate to an intern."

Best part of the experience? "Sitting in on meetings where highly intelligent and experienced attorneys debated the strategy of drafting."

Advice for future students: "Don't just default to enforcement. But be flexible because big divisions like Trading and Markets and CorpFin have very different sub-offices that do very different things. You probably won't know exactly what they do (and know to prioritize them) unless you do a lot of research."

Division of Examinations (EXAMS)

Formerly the Office of Compliance Inspections and Examinations (OCIE), this is now a standalone division.

EXAMS runs the SEC's nationwide examination and inspection program for registered SROs, broker-dealers, transfer agents, clearing agencies, investment companies, and investment advisers. Exams are designed to encourage compliance, detect violations, and keep the Commission informed about the regulated community — with a premium on quickly and informally correcting problems. When examiners find deficiencies, they issue a "deficiency letter" and monitor until the issue is fixed; violations too serious for informal correction are referred to Enforcement.

Interns work with teams of attorneys and examiners across all stages of an inspection.

Typical assignments include:

• reviewing document productions and writing memos identifying significant issues;

• helping review tips, complaints, and referrals and preparing follow-up questions;

• joining teleconferences with registered entities;

• researching regulatory issues and preparing memos on key developments; and

• attending National Exam Program meetings, presentations, and conferences.

Examination program areas include:

• Investment Adviser / Investment Company exams — covering more than 16,000 SECregistered investment advisers (managing well over $170 trillion in regulatory assets) and hundreds of registered investment-company complexes, for compliance with the Investment Advisers Act and Investment Company Act.

• Broker-Dealer exams — covering the roughly 3,200 broker-dealers in the U.S., with particular focus on the Securities Exchange Act.

• Market Oversight — risk-based examinations of securities exchanges and other SROs (governance, trading regulation, member-firm exam and disciplinary programs, arbitration, listing compliance, and more).

• Clearance and Settlement — examining clearing agencies and coordinating the examination program for the several hundred transfer agents across the regional offices.

• Technology Controls Program (TCP) — inspecting the automated trading and clearing systems of markets and clearing organizations, covering information security, data privacy, market access, and resilience to outages and disruptions.

• Office of the Managing Executive — supports the program through risk analysis and surveillance, registration, training, and IT initiatives.

• Office of Chief Counsel — provides legal, policy, operations, and ethics advice to examination staff nationwide (Legal), and develops and maintains the program's compliance function (Compliance and Ethics).

The Offices

Office of Credit Ratings (OCR)

OCR oversees the credit-rating agencies registered as nationally recognized statistical rating organizations (NRSROs). It monitors the industry, administers NRSRO registration, and conducts the legislatively mandated annual, riskbased examinations of every registered NRSRO, plus special risk-targeted exams. Interns may work with the monitoring group (researching industry trends and preparing reports) and/or the examination program. Typical activities include:

• legal research on NRSRO statutes and rules, with written summaries;

• document review, data analysis, and preparing worksheets and summaries;

• assisting with exam administration (organizing files, maintaining logs, drafting memos);

• comparing rating methodologies across agencies; and

• researching information for public reports.

Office of Equal Employment Opportunity (EEO)

The EEO Office works to prevent employment discrimination and discriminatory harassment so that all SEC employees have a supportive working environment. To stay neutral, it is independent of any other SEC office, and its Director reports to the Chairman. Interns assist with internal memoranda for the complaints process, trainings, and discrete assignments such as researching demographic barriers in the workforce and assisting with final agency decisions. The office aims to have interns work with every member, exposing them to all aspects of EEO work.

Office of the General Counsel (OGC)

The General Counsel is the Commission's chief legal officer and chief legal advisor to the Chairman. OGC represents the SEC in civil and appellate proceedings, runs an amicus curiae program in private appellate litigation involving important securities-law questions, coordinates with DOJ on briefs for the United States, oversees attorney professional standards, and does the final drafting of proposed legislation. It is divided into four groups: Appellate Litigation, General Litigation, Adjudication, and Legal Policy. The work is heavily research- and writing-focused. Interns are assigned to one group and assist attorneys with securities-law and other research; common experiences include:

• researching a legal question and drafting part of a brief, memorandum of law, or letter to opposing counsel;

• assisting with court filings in litigation where the SEC is a defendant;

• reviewing records and drafting all or part of an adjudicatory opinion or order; and

• researching legal theories for enforcement litigation.

From former externs in OGC:

"The work was litigation focused. Working in the GC's office was almost like being a law clerk — the office writes the opinions of the commission, and it is very research and writing-focused. I worked random research tasks throughout the semester, but my main project was a single opinion, which I wrote the entire draft of."

"I had a variety of assignments, but all related to opinion-writing. I worked with at least 5 different attorneys over the semester."

"Very substantive legal writing experience, and the entire division was extremely friendly and helpful. I feel like I made good contacts."

"I initially wanted to work in Enforcement, and given my current career, I do think that would have been more helpful. I work in securities litigation (defense) and criminal and regulatory investigations (including by the SEC), and Enforcement work would have been more pertinent and possibly more interesting. However, I was able to attend a few witness interviews by expressing my interest in enforcement, and I probably could have done more if I had pushed for it."

Office of Inspector General (OIG)

OIG conducts internal audits and investigations of SEC programs and operations to identify and mitigate operational risks, enhance integrity, and improve efficiency. It contains an Office of Audits (independent audits and evaluations of internal programs across headquarters and the regional offices) and an Office of Investigations (allegations of misconduct, which may involve administrative, civil, or criminal violations). Interns may support both units, often with legal research, and get unusually broad exposure to the agency. Common experiences include:

• researching legal questions and drafting summary memoranda;

• assisting investigators by organizing case documents, running email searches, preparing and joining witness interviews, and summarizing them;

• conducting preliminary inquiries into complaints to determine whether further investigation is warranted; and

• assisting auditors with interviews, audit testing, and drafting portions of audit reports.

Office of International Affairs (OIA)

OIA promotes cooperation among national securities regulators and supports high regulatory standards worldwide. It negotiates bilateral and multilateral agreements on regulatory cooperation and enforcement assistance, advances the Commission's agenda in international meetings, and runs a technical-assistance program for countries with emerging securities markets. Its work spans International Enforcement Assistance, International Regulatory Policy, a Comparative Law and Regulation unit, International Supervisory Cooperation (memoranda of understanding governing cross-border oversight and information sharing), and an International Technical Assistance Program that trains thousands of regulatory and law-enforcement officials from around the world.

From former externs in OIA:

"I supported the Enforcement unit within the office and my work was litigation focused, though only in a very generally supporting role of answering discovery requests of various nature. This is a fairly specialized office and it is purely a matter of odds whether you are assigned to a unit within the office that focuses on work which might apply to roles outside of this specific office. While Regulatory Affairs does a fair amount of research into proposed regulations, many of the other functions, such as Enforcement, focus on very niche areas (like requesting subpoenas on behalf of foreign financial regulatory authorities) which can be difficult to transfer into any other role."

"The intern program in the OIA is much smaller than other divisions or offices. There were only about 7–10 student interns in my office, which means that each of us were extremely involved in the office and given a lot more responsibilities, unlike other offices from what I have heard. I was able to work directly on international insider trading investigations, drafting documentation such as evidentiary requests. I was also able to sit in on calls with regulators all over the world. Given my interest in international relations, this was the best position for me, as I learned about the international laws that govern cross-border securities issues such as insider trading. I also helped research and prepare materials for various international meetings among the G-20 and bilateral meetings with the FSA. Some days I did have to work long hours, but the experience I got was invaluable. I would strongly recommend that anyone interested in working for a law firm or international organization abroad apply to work in the OIA, especially because many of the U.S. practices in law firms abroad are securities practices and this experience provides some insight into the liability issues that come with working on these types of corporate transactions."

Office of the Investor Advocate

Established by Section 915 of the Dodd-Frank Act, this office promotes the interests of investors: analyzing the impact on investors of proposed Commission and SRO rules, identifying where investors would benefit from changes, assisting retail investors with significant problems involving the SEC or SROs, and proposing changes to the Commission and Congress. Interns help meet the office's annual objectives, for example by:

• performing substantive issue and policy research;

• drafting Congressional reports;

• analyzing and interpreting legislation, regulations, and SRO rules affecting investors;

• coordinating and joining meetings with industry professionals and legal experts;

• supporting the Investor Advisory Committee and its quarterly meetings; and

• assisting with tips, referrals, and complaints under the Ombudsman's direction.

Office of Minority and Women Inclusion (OMWI)

Established under Section 342 of the Dodd-Frank Act, OMWI is responsible for matters related to diversity in management, employment, and business activities at the SEC, working to leverage diversity and inclusion across the agency's mission.

Office of Municipal Securities

This office coordinates the SEC's municipalsecurities activities, advises the Commission on municipal-bond-market policy, and provides technical assistance on major initiatives in the area. It supports Enforcement and other components on municipal-securities matters, works with the industry to educate state and local officials and conduit borrowers, and reviews and processes MSRB rule filings, acting as the Commission's liaison with the MSRB, FINRA, and industry groups.

Office of Human Resources

The HR office handles the strategic management of the SEC's human capital — recruitment, staffing, classification, compensation and benefits, employee and labor relations, performance management, leadership development, and the agency's disability, work/life, and telework programs — and serves as the SEC's liaison to the Office of Personnel Management and other federal agencies.

How to choose

If there's one through-line in the advice above, it's this: don't default to Enforcement just because it's the famous one. Enforcement does tend to offer the most structured, case-driven experience, and that's a legitimate reason to want it. But the large divisions — Trading and Markets, Corporation Finance, Investment Management, Examinations — contain very different sub-offices doing very different work, and some of the best-regarded placements (like the small, hands-on International Affairs program) are easy to overlook. Research the specific office, be flexible, and once you're in, ask for the substantive work you came for.