Actually, since 1972, the SEC has imposed in its settlement negotiations an astonishing provision. 

"Since 1972, the Commission has maintained a policy, codified in Rule 202.5(e) of its rules of informal procedure, 17 CFR 202.5(e), that when it chooses to settle an enforcement action in which a sanction is imposed, it will not settle unless the defendant or respondent also agrees not to publicly deny the allegations in the complaint or administrative order." 

So, hang on..... Company A enters into a settlement agreement in which it neither admits nor denies the allegations but then if it is sued or prosecuted elsewhere it cannot defend itself by denying the terms that it has not admitted or denied. 

This is on any analysis bonkers and it's been bonkers for more than 50 years. 

The Securities and Exchange Commission has published a Final Rule titled "Rescission of Policy Regarding Denials in Settlements of Enforcement Actions" which says 

"In a typical Commission settlement, a defendant in Federal district court signs a consent that describes the terms on which the parties have agreed to settle, or, in an administrative action, a respondent signs an offer of settlement that contains those terms.4 These documents reflect the defendant’s (or respondent’s) agreement and representation that the defendant (or respondent) is entering into the settlement knowingly and voluntarily. For actions in Federal district court, the Commission (sometimes jointly with the defendant) will then ask the court to enter a consent judgment that incorporates the terms of the consent and to retain continuing jurisdiction.5 For administrative adjudications, when the Commission accepts an offer of settlement, the terms are incorporated into an order instituting proceedings."

So that emphasise the illogicality of the original rule and even, on the face of it, leaves it open to the company to challenge the agreement. 

That's almost certainly doomed to fail unless the court could be persuaded that the consent was not voluntary. After all, many such companies have the benefit of some of the USA's most expensive lawyers, the kind which never get splashes on their white shoes. 

But it does clearly display a disparity of power in those negotiations. 

There's an explanation that site squarely within the definition of "oh, come on.... you can't be serious" moments.

The policy stated the Commission’s view at the time that in any civil lawsuit or in any administrative proceeding of an accusatory nature, “it is important to avoid creating, or permitting to be created, an impression that a decree is being entered or a sanction imposed, when the conduct alleged did not, in fact occur.” Accordingly, the Commission announced a “policy not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint” or administrative order. By limiting the circumstances under
which the Commission will accept a settlement offer, the policy binds the staff of the Commission’s Division of Enforcement (Enforcement) in settlement negotiations.

The SEC further explains

For the most part, the Commission does not require settling defendants to make admissions.

That's consistent with Department of Justice settlements in deferred prosecution agreements. FYI, that is the opposite policy to that in the UK where agreements with the Serious Fraud Office do require an admission. 

But remember that, despite the language that the SEC adopts when it talks about "charging" defendants, it in fact sues, not charges, them because its actions are entirely within the civil jurisdiction - although in apt cases it does work with the DoJ and criminal charges are laid alongside the civil action.

The SEC doesn't say it's a ridiculous policy. Instead it says it's enforcement powers are insufficient.

When the Commission agrees to settlements that contain no-deny provisions, the Commission has only a limited judicial remedy in the event a defendant breaches the settlement agreement by publicly denying allegations. In the event of a public denial, the Commission’s only recourse, pursuant to the agreement, is to ask a court to vacate the settlement, returning the case to active litigation and permitting the Commission to prove its claims.

Seems to me to be exactly the remedy that is appropriate. But the SEC would need manpower and budget which it would rather not spend on enforcing a rule that is so onerous in the first place.

So, eventually, it's decided it won't bother with it any longer. But we must note that those 50+ years have not gone by without challenge. The notice sets out several challenges on a variety of bases and the SEC successfully defended them all. Well, yes, not because the rule is right or fair but because the defendants had entered into an agreement knowingly and voluntarily (well, not entirely, but with the benefit of advice so it's close enough). The rule itself has not been challenged other than in attempts to vary agreements, it seems. But there have been judgments that say the rule is unconstitutional. None have reached the Supreme Court, it seems. 

So, what now? 

The SEC will no longer require the no-denial provision in new agreements and although it does not make retrosepctive amendment to existing agreements so as to formally remove the offending term, it does say this:

In [the] light of the rescission of Rule 202.5(e), and for the same reasons, the Commission will not enforce existing no-deny provisions in settlements that have already been entered. 

Not the same thing at all, but it'll have to do. 

The full document is here: https://www.sec.gov/files/rules/final/2026/33-11417.pdf