SEC v. Dresser Industries, Inc.

628 F.2d 1368 (D.C. Cir. 1980)


Dresser (P) met with members of D to discuss a proposed voluntary filing related to bribes by P to foreign officials. P submitted a Form 8-K describing, in generic terms, one questionable foreign payment. P filed a second Form 8-K reporting the results of the internal investigation. It filed yet a third Form 8-K concerning a questionable payment not reported in the earlier reports. All disclosures were in generic, not specific, terms. P refused to grant access to the underlying documents. P claimed employees working abroad would be put in danger. D recommended a formal investigation. While this was occurring with D, the Department of Justice had established a task force who requested access to SEC files on the approximately 400 companies, including P, that had participated in the Voluntary Disclosure Program. D transmitted all such files to the Justice task force. Justice presented P's case to a grand jury. P filed suit against the D and Justice to enjoin any further investigation of it by either agency. The grand jury then subpoenaed P's documents. D also issued a formal order of private investigation, authorizing the staff to subpoena the documents and to obtain other relevant evidence who then issue a subpoena duce tecum. The district court dismissed P’s suit. P appealed to the Fifth Circuit. D applied to the District Court for the District of Columbia for enforcement. The D.C. court required P to comply. P appealed. The Fifth Circuit affirmed the lower court dismissal. P appealed to the D.C. Circuit.