In her ten years at the US Securities and Exchange Commission (SEC), Rebecca Fike led major investigations into corporate disclosures, insider trading, whistleblower matters. Today, she's a Chambers-ranked partner at Reed Smith, and the companies she defends are the ones she used to investigate.
GC AI founder Cecilia Ziniti has been friends with Rebecca for nearly two decades, and credits her with inspiring CZ to attend law school while pregnant with her first child.
“I have known Rebecca for literally 18 years,” Cecilia said. “She runs a blog called Lag Live that inspired me both to go to law school and that I could balance kids in a career in law. She's written continuously on that blog since 2005.”
In this conversation, Rebecca and Cecilia discuss what a decade on the enforcement side teaches you about how companies get into trouble, what protects them when things go wrong, and why the answer is almost always the same across industries.
"Business leaders are allowed to be wrong,” said Rebecca. “You are allowed to mess up. You're allowed to have bad things happen. You just need to show you were being deliberate and caring for the company. Process is how you show that."
How the SEC Trains Excellent Private Practice Lawyers
Rebecca started her career in private practice in Austin, Texas, before realizing she was drifting toward IP litigation by default rather than by design. When an opportunity at the SEC's Fort Worth regional office came up, Rebecca studied for the interview as hard as she studied for the bar exam. She nailed it.
After accepting the job, Rebecca moved her family to Fort Worth and spent the next ten years building three-dimensional cases out of emails, texts, phone records, and trading data. In that time, she developed a very keen sense for how facts look in retrospect, and it’s a perspective that’s served her well in private practice.
"Facts don't lie in that that is how they are viewed by other people… the jury, the judge, the other side,” said Rebecca. “But facts, as you read them in an email or a person's recollection, those lie all the time."
The most critical lesson Rebecca learned in her decade working for the federal government is this: the best defense is almost never built in response to a subpoena. It was built years earlier, in meeting invites that named the subject, emails that captured the thinking behind a decision, and documentation that protects the company from liability.
“The Scrapbook of the Deal”: Documentation Is the Best Defense
When Rebecca gets a new case and asks the client to send over notes, emails, and meeting invites related to the situation in question, they are almost always certain they have them.
Very often, they have almost nothing. Meeting invites that were titled "meeting." Email chains that reference a decision without capturing any of the detail or strategy behind it. And usually, a timeline that looks startlingly fast, which is never a good look when someone is reflecting at a deal that went sideways.
"Documentation and process are your friend,” said Rebecca. “When those steps, the conversations, the caution, the deliberation, aren't captured, you might have a decision that, at the time, was the right one and was deeply considered, but four years later the only reason you're looking backwards is because something bad happened."
Rebecca calls the solution to this issue “The Scrapbook of the Deal.” It isn’t a formal record-keeping system or legal memo, just enough documentation to reconstruct the why behind a major decision. This may include a discussion item on an agenda, an email of a draft press release sent to the GC, or a meeting invitation that names the actual matter being discussed.
The reason this proof matters is context. The government, a plaintiff's attorney, or a jury will be reading the story backwards, starting from an outcome that went badly. Every document that shows your client was thinking carefully, asking the right questions, and routing information to the right people is a document that makes the story harder to tell against you.
What to Include in Your Scrapbook of the Deal:
Meeting invites with descriptive subjects that name the matter discussed
Agendas with at least a bullet point capturing the topics considered
Emails that reflect the deliberation around a decision, not just the decision itself
A clear paper trail showing who reviewed disclosures and press releases
Evidence that problematic facts traveled up the org chart to the decision makers who needed to know about them
Note from CZ: Rebecca's scrapbook framework is something I lived firsthand at Amazon. In 2016, a federal judge found Amazon liable for billing parents for unauthorized in-app purchases made by children, citing that the company had received many consumer complaints it had not adequately acted on. As product counsel on those products, I watched how the internal record of complaints being escalated, discussed, and acted upon made a real difference when regulators came looking.
How the Business Judgement Rule Protects GCs
The business judgment rule exists to protect executives who made decisions in good faith with the information they had at the time. It’s okay to get it wrong occasionally. You’re a human. What Rebecca’s Business Judgement Rule requires is that bad information had a clear path to travel up the organization to the people who could decide what to do with it.
A bad email that made it to the CEO, was considered carefully, and was deemed unimportant is much better than a bad email that was buried by a middle manager and never surfaced. The first is protected. The second is a problem.
"As a defense attorney, I am so much happier to see a very bad email have gone to the CEO or CFO and then decided it's not material, than to find a very bad email that did not make its way up there,” said Rebecca.
The key here is establishing a process when something goes wrong. The executive team shouldn’t be evaluating every potential issue, the point is for bad facts to reach the people who are authorized to evaluate them. This thoughtful escalation process is what the business judgment rule is protecting. And when it doesn't exist, no amount of good intentions will protect you from the consequences.
Why Big Law is Great Experience for Young Lawyers
In Rebecca’s view, Big Law is still the best practical legal education available for young associates. It’s a paid apprenticeship where you watch multiple partners practice differently and absorb all of it before you develop your own style. The mentorship, the exposure to complicated situations, and high-stakes client experience is difficult to replicate elsewhere.
Her advice to new lawyers is to stop evaluating the associate experience and start looking at the partnership opportunities. You will be an associate for eight to ten years. You will be a partner or in-house for thirty. The people you are learning from and their experience matter more than the perks or title you are being offered right now.
"Observe and soak up and be a sponge as much as possible,” Rebecca recommends. “Things you thought would never apply to you, examples you thought you would never pull from…15 years later you've got a very different situation and you're pulling from all of it."
AI, Enforcement, and Fraud: What In-House Teams Should Know
An interesting current issue regulators are facing when it comes to AI is “AI Washing,” or companies who are claiming to use AI but aren’t. Rebecca is quick to note that this practice counts as disclosure fraud. The SEC has already brought enforcement actions against funds claiming AI-driven investment strategies that were managed by people at computers. It is the same playbook as greenwashing, and the SEC will treat it exactly the same way.
Regulators are also looking ahead to the next phase of AI technology. Forward-thinking companies are accurately disclosing AI as a risk factor, which is the right first step. But disclosing a risk doesn't fully satisfy your obligation. Demonstrating how you are controlling for risk is what will protect the organization when you’re on the witness stand.
"Just as disclosing a risk doesn't completely get you off the hook, the CEO and CFO sign certifications with their own names that say you have designed, implemented, and reviewed your disclosure controls,” Rebecca said. “So having the disclosure is great, but how are you then controlling for that risk?"
The answer, Rebecca says, almost always comes down to documentation. Build the controls, ensure potential risk has a set path to the people who can properly evaluate it.
GC AI was built for legal teams who want to make smarter decisions, work faster, and enable better business decisions. Try GC AI today to learn how your team can move faster, draft smarter, and spend more time on the judgment calls that matter.
