University of Pittsburgh

The Past, Present, and Future of the SEC

Wednesday, December 31, 1969 · 7:00 pm

Presented by The University of Pittsburgh School of Law, University of Pittsburgh Law Review, and Securities and Exchange Commission Historical Society

Registration is strongly recommended due to limited capacity.  Registered persons will be admitted first, and then non-registered persons will be admitted on a first-come basis.

For additional information, please send an e-mail to

Schedule of Events

10:30 – 10:45 am


10:45 – 11:00 am

Opening Remarks

  • Mary Crossley
    Dean, University of Pittsburgh School of Law
  • Natalie Lesser
    Editor-in-Chief, University of Pittsburgh Law Review
11:00 am – 12:00 pm

Panel One, Corporation Finance


  • Lorie R. Beers
    Managing Director, KPMG Corporate Finance
12:00 – 1:45 pm

Keynote Address & Lunch

Keynote Address

  • Troy A. Paredes
    SEC Commissioner
  • Carla Rosati
    Securities and Exchange Commission Historical Society
1:45 – 2:45 pm

Panel Two, Investment Management


2:45 – 3:00 pm


3:00 – 4:00 pm

Panel Three, Trading and Markets

  • Donald Langevoort
    Thomas Aquinas Reynolds Professor of Law,
    Georgetown University Law Center
  • Erik R. Sirri
    Professor of Finance,
    Babson College;
    Director, United States Securities and Exchange Commission
    Division of Trading and Markets ('06-'09)
  • Chester S. Spatt
    Pamela R. and Kenneth B. Dunn Professor of Finance,
    Carnegie Mellon University Tepper School of Business;
    Chief Economist & Director, Office of Economic Analysis,
    United States Securities and Exchange Commission ('04-'07)


  • Kenneth Lehn
    University of Pittsburgh Katz School of Business
4:00 – 4:15 pm


4:15 – 5:15 pm

Panel Four, Compliance and Enforcement


  • Chuck Cohen
    Cohen & Grigsby
5:15 – 5:30 pm

Concluding Remarks

  • Peter B. Oh
    Associate Professor of Law,
    University of Pittsburgh School of Law

About the Keynote Speaker

The Honorable Troy A. Paredes


Commissioner Paredes was appointed by President George W. Bush to the U.S. Securities and Exchange Commission and was sworn in on August 1, 2008.

Before joining the SEC, Commissioner Paredes was a tenured professor at Washington University School of Law in St. Louis, Missouri. He also held a courtesy appointment at Washington University’s Olin Business School. Commissioner Paredes primarily taught and researched in the areas of securities regulation and corporate governance.

During his tenure as a professor, Commissioner Paredes made presentations around the country on securities law and corporate governance, and he served as an expert on various legal matters. In addition, Commissioner Paredes has researched and written on numerous topics such as executive compensation; hedge funds; private placements; the allocation of control within firms among directors, officers, and shareholders; the psychology of corporate and regulatory decision making; behavioral finance; alternative methods of regulation and market-based approaches to corporate accountability and securities regulation; comparative corporate governance, including the development of corporate governance and securities law systems in emerging markets; and the law and business of commercializing innovation. Commissioner Paredes’s scholarly work, among other things, has advocated for rigorous cost-benefit analysis when regulating and emphasized the need for accessible and understandable disclosures that investors can use effectively.

As a professor, Commissioner Paredes has authored articles addressing these topics, and he is also a co-author (beginning with the 4th edition) of a multi-volume securities regulation treatise with Louis Loss and Joel Seligman entitled Securities Regulation.

Before joining Washington University’s faculty in 2001, Commissioner Paredes practiced law at prominent national law firms. As a practicing lawyer, Commissioner Paredes worked on a variety of transactions and legal matters involving financings, mergers and acquisitions, and corporate governance.

Commissioner Paredes graduated from the University of California at Berkeley with a bachelor’s degree in economics in 1992. He went on to graduate from Yale Law School in 1996.

A native of southern California, Commissioner Paredes now lives with his family in the Washington, D.C. area.

About the SEC Commissioner >

About the Panelists

Jayne W. Barnard


Cutler Professor of Law &
Kelly Professor for Teaching Excellence (2009-10)
William & Mary Law School

Jayne W. Barnard is the James Goold Cutler Professor of Law and the Herbert V. Kelly, Sr. Professor for Teaching Excellence at the William & Mary Law School in Williamsburg, Virginia. Before joining the faculty, she was a partner in the Chicago law firm of Jenner & Block and served in the administration of Chicago Mayor Harold Washington. She teaches corporate and securities law. Her scholarly interests include SEC sanctions policy, detection and deterrence of securities fraud schemes, the process and consequences of fraud victimization, and psychological issues in corporate governance. She is a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority (FINRA), which deals with disciplinary matters involving brokers and brokerage firms. She was recognized this year as one of Virginia’s “Leaders in the Law,” for her “groundbreaking academic work” in the field of fraud victims’ rights.

William & Mary Law School Faculty Bio >

Evolutionary Enforcement at the Securities and Exchange Commission

Thousands of critics in the past 18 months have heaped abuse on the SEC Enforcement Division. How could the Division have missed so much misbehavior on Wall Street? How could young lawyers have been charmed by Bernie Madoff and thwarted from discovering Madoff’s terrible crimes?

The institutional response to these criticisms has been remarkable. The Commission has enlisted an energetic cadre of former federal prosecutors to lead the Division. They have redeployed comfortable, desk-bound middle managers back into the field to investigate market misconduct. They have given senior lawyers new authority to issue subpoenas and initiate settlements, reversing a tradition of Commission micro-management. A major reorganization plan is already underway.

The SEC, in short, is in the midst of “the most significant revamp of the division in the last 30 years.”

This Article begins with the optimistic hope that the current reorganization is successful in meeting the most urgent needs of the Division. Those needs include developing much, much more financial sophistication among Division lawyers; better communications within the Commission and with other federal agencies; a meaningful system for handling tips and processing information from multiple sources; and high-level expertise in keeping up with (and possibly even getting ahead of) product development on Wall Street.

The Article then sketches out six suggestions for further improving the Enforcement Division: a bounty program to compensate informants who come forward with useful information; a victim services unit; a proposal to develop behavioral expertise within the Division; a surveillance and monitoring program for defendants demonstrating a recidivist profile; a sanction policy for individuals that is proportionate, progressive, remedial, and real; and regular publication of meaningful data regarding losses from fraud in the securities markets.

Douglas Branson


W. Edward Sell Chair in Business Law
University of Pittsburgh School of Law

Professor Branson received his B.A. from the University of Notre Dame and his J.D. from Northwestern University. He has also earned an LL.M. from the University of Virginia, specializing in corporate law and securities regulations. Before joining the faculty at Pittsburgh, Professor Branson taught for more than 20 years at Seattle University. He has also been a visiting professor at a number of schools, including the University of Alabama as Charles Tweedy Distinguished Visiting Professor, the University of Hong Kong as Paul Hastings Distinguished Visiting Professor, Cornell University, Arizona State University, Washington University (St. Louis), and universities in Australia, New Zealand, Hong Kong, Belgium, Ireland, France, Germany, Spain, South Africa, and England. He holds a permanent faculty appointment at the University of Melbourne, Australia, in its Masters of Law Program. Professor Branson has published numerous articles and books, including the treatise, Corporate Governance (Lexis Law Pub. 1993)(with annual supplements), Corporate Governance Problems (1997),Understanding Corporate Law (1999; 2d ed. 2004; 3rd ed 2009))(with A. Pinto), Questions and Answers on Business Organizations (2003), No Seat at the Table - How Governance and Law Keep Women Out of the Boardroom(NYU Press 2007), Cases and Materials on Business Enterprises (2009)(w. J. Hemminway et al), and The Last Male Bastion: Gender and the CEO Suite at America’s Public Companies (Routledge 2009). As an elected member since 1981, he had an influential role in framing the American Law Institute’s recommendations for corporate governance and is a leading expert on the corporate law aspects of Alaska native corporations. Most recently, he has been a USAID consultant to the Ministries of Justice in Indonesia, Ukraine, and Slovakia advising on corporate law, capital markets law, corporate governance, and securitization issues.

University of Pittsburgh Faculty Profile >

Trekking Toward Uber Regulation: Big Isn't Necessarily Better.

Sometimes bigger may be better, as for instance in defining relevant antitrust markets as global rather than national. The same may not necessarily be true for financial regulation and enforcement of financial laws and regulations. Historically, the SEC has been a small agency with high morale, great spirit d'corp, sharp minds, and the most capable, dedicated people in Washington, DC. Those laudable attributes will be lost if the Obama administration fuses the SEC into a larger agency, or places the Commission and its enforcement staff under an uber regulator. By leading the public to believe that a larger agency may be better able to nip in the bud frauds such as the Madoff, Stanford, or Westview embezzlements and Ponzi schemes, Congressional and Executive pronouncements are fueling an ever increasing expectations gap, namely that government, particularly bigger government, can catch all the bad guys and solve most of the society's economic ills. Perhaps a Stanford or a Madoff and their wrongdoing could have been detected earlier but it is unlikely that a bigger or more powerful regulator could have done better, and very probable they would have done worse.

Kenneth B. Davis, Jr.


Dean and Professor of Law
Fred W. & Vi Miller Endowed Deanship
University of Wisconsin Law School

KENNETH B. DAVIS, JR. is Dean of the University of Wisconsin Law School and the inaugural holder of the Fred W. and Vi Miller Endowed Deanship. As Dean, he is responsible for an organization with an annual budget of roughly $30 million, 200 employees and 850 students. Dean Davis is credited with a number of highly successful initiatives to advance the Law School’s stature as one of the country’s preeminent public law schools, with its national rankings climbing significantly over the course of his tenure. Central to these initiatives is an ambitious strategic plan to embody the School’s commitment to “Law in Action” and enhance its competitiveness in attracting and placing top students from across the country. At the same time, under Davis’s leadership the School has received national recognition for its dedication and success on issues of diversity. Davis also oversaw the largest capital campaign in the School’s history, which exceeded its goal by one-third, and has tripled annual giving to the School. Perhaps most importantly, he has recruited a dynamic group of young faculty, many of whom have already attained national prominence in their fields.

Dean Davis’s specialty is corporate and securities law. As a Law Professor at Wisconsin before being named Dean, he received each of the School’s and University’s Distinguished Teaching Awards. He has published numerous works on corporate governance, which have been widely cited and reprinted. He was Co-Founder and a regular lecturer in the well known “Summer Program on U.S. Law and Legal Institutions,” whose alumni include leading lawyers across the globe. A popular speaker on corporate law topics, he has addressed academic, business and professional audiences throughout the U.S., Europe and East Asia. Among Davis’s current interests is international corporate governance, in which he has worked with international institutional investors and local business and governmental leaders to promote law reform in a number of East Asian countries – most recently Taiwan, in conjunction with the senior leadership of one of that country’s leading financial holding companies.

Dean Davis has held a variety of highly visible leadership posts in both the public and private sectors. Following a series of political scandals, Wisconsin’s Governor called upon Davis to Chair a special Task Force on Ethics Reform in Government, which recommended a sweeping overhaul of how the state’s ethics and elections laws were enforced. Davis also chairs the Commission to recommend federal judicial nominees to U.S. Senators Kohl and Feingold. But as someone with a reputation for working with competing factions to forge a common vision, Davis is particularly proud of an accomplishment that received much less public attention – his work as President of one Wisconsin’s leading country clubs in securing approval for a multi-million dollar initiative, defusing strong opposition that had built up over prior years within a substantial portion of the club’s membership.

Born in Louisville to an eighth-generation Kentucky family, Davis spent most of his childhood in Northeastern Ohio, where his father was an executive with the BF Goodrich Co. He is a graduate of the University of Michigan and Case Western Reserve Law School. Before joining the University of Wisconsin Law School, he practiced corporate and tax law in Washington, D.C. with the firm of Covington & Burling.

Davis and his wife Arrietta (known to everyone as “Lindy”) reside in Maple Bluff, Wisconsin, and are the parents of three children, ages 17 to 22.

University of Wisconsin Law School Bio >

Foreign Companies and the U.S. Capital Markets – Where to form Here?

Foreign private issuers sell their securities to US investors principally in one of three ways – a public offering registered in the US under the 1933 Act, sales to US qualified institutional buyers under Rule 144A, and offshore transactions within the requirements of Regulation S. US investors also have access to foreign securities through the domestic and international trading markets. This article examines the evolution, regulation and current importance of each of these investment settings. The inherent mobility of capital, coupled with the dramatic growth of international capital markets over the last two and a half decades, have substantially expanded the opportunity for issuers, financial intermediaries, and investors to shift their activities from jurisdiction to jurisdiction in search of regulatory advantage. This necessarily complicates the task of securities regulators, both in the US and abroad. From the US standpoint, some of the resulting policy themes and challenges include the perceived benefits of cross-listing in the US; the relative competitiveness of US capital markets; the need to protect US investors and issuers against discrimination in the international marketplace; and the desirability of enhanced international regulatory harmonization and reciprocity. This article therefore concludes with a brief exploration of these concerns, as a guide for assessing future directions and priorities in the SEC’s approach to foreign private issuers.

Claire Hill


Professor and Director, Institute for Law and Rationality
Associate Director, Institute for Law and Economics
2009-10 Solly Robins Distinguished Research Fellow
University of Minnesota Law School

Professor Claire Hill teaches at the University of Minnesota Law School and heads its Institute for Law and Rationality. She is the 2009-10 Solly Robbins Distinguished Research Fellow. She previously taught at Chicago-Kent College of Law, George Mason School of Law and Georgetown University Law Center, where she was a Sloan Visiting Professor. Professor Hill teaches corporate law, mergers and acquisitions, contracts, and seminars in law and economics. She has published numerous articles on capital structure, structured finance, rating agencies, secured debt, contract theory, law and language, and behavioral economics. Two of her articles were selected for inclusion in the Securities Law Review, an annual edited volume of noteworthy scholarship in the field. One of her articles won the David Watson Memorial award.

University of Minnesota Law School Faculty Bio >

Why Did the Rating Agencies Do Such A Bad Job Rating Subprime Securities?

The rating agencies have been vilified for their abysmal performance in rating subprime securities. That they are paid by the issuers whose securities they rate has been most prominently discussed as the cause of their abysmal performance. I argue that the role of conflicts of interest has been exaggerated, and that the explanation lies instead in a complex interplay of factors, many best understood by reference to psychology. Psychology may also explain why the conflicts explanation has been more accepted than is warranted. While it is scarcely reassuring to think rating agencies allowed their ratings to be purchased, it is preferable to thinking that they were capable of such a colossal mistake. I conclude by considering the obstacles to appropriate regulation of rating agencies.

Renee M. Jones


Associate Professor
Boston College Law School

Renee Jones is an Associate Professor at Boston College Law School where she teaches corporate and securities law. Her scholarship focuses on corporate governance, corporate ethics, and the federal-state relationship in corporate regulation. Her articles have appeared in Iowa Law Review, Washington University Law Review and the Journal of Corporation Law. Professor Jones is a graduate of Princeton University and Harvard Law School. She was a faculty fellow at Harvard University’s Edmond J. Safra Foundation Center for Ethics in 2005-2006 and is a member of the American Law Institute. Before entering law teaching, she practiced for eight years at the law firm Hill & Barlow in Boston, Massachusetts.

Boston College Law School Faculty Profile >

Will the SEC Survive Financial Regulatory Reform?

This paper considers the future of the SEC. The agency’s conspicuous failures during the financial crisis of 2008 have led many to question its competence and relevance in the modern era. Some argue that modern financial markets require the creation of new superagencies with broader powers and responsibilities than the SEC currently enjoys. Thus, a number of prominent regulatory reform proposals envision shifting many of the SEC’s duties to one or more new regulatory agencies. President Obama’s reform proposals preserve the SEC’s status as an independent agency. Yet some aspects of his plan have implications for the SEC’s long-term prospects. In particular, the proposal to expand the Federal Reserve’s oversight over financial institutions may represent the beginning of an incremental encroachment on SEC authority. This paper summarizes the dominant proposals for reforming financial regulation and their implications for the SEC’s future.

It concludes that efforts to replace the SEC with a new regulatory agency are ill-advised. The SEC requires significant reform to better fulfill its regulatory mandate. Expanding its budget and enhancing its independence and authority could contribute to rebuilding an effective regulatory agency. In contrast, proposals to dismantle the agency or to restrict its powers and mission are fraught with risks. Incremental reform -- improving on the current regulatory structure -- is the most prudent approach to addressing the problems revealed by the financial crisis

Mr. Jonathan G. Katz


Mr. Katz was Secretary of the U. S. Securities and Exchange Commission for twenty years. Mr. Katz’s tenure as Secretary spanned seven SEC Chairmen and four Acting Chairmen. In this position, Mr. Katz coordinated and managed the Commission’s agenda and participated in all Commission meetings. His responsibilities encompassed all aspects of the Commission’s regulatory and enforcement programs; advising the Commissioners and the staff of the SEC on policy and procedure and past practices. Because these duties entailed regular involvement in all aspects of the agency’s work, Mr. Katz acquired an extensive knowledge of the wide range of regulatory responsibilities of a financial regulator and how they can be best performed.

Since his retirement in January 2006, Mr. Katz has served as a consultant on SEC regulatory requirements. He has been a panelist or featured speaker at numerous conferences in the United States and internationally. He has written several articles on capital market regulation. In February 2009, the United States Chamber of Commerce published a report, Examining the Efficiency and Effectiveness of the U.S. Securities and Exchange Commission, written by Mr. Katz. Mr. Katz has also served as an advisor to international organizations and foreign governments on the development and regulation of capital markets in developing countries. Since his retirement, Mr. Katz has worked with foreign governments and markets in Mexico, India, Thailand, Vietnam, Russia, Turkey, and South Africa.

A New Contributing Editor for Securities Connect >

Revitalizing the SEC - A Perspective from the Inside

During the past ten years, the SEC has been the subject of virtually unprecedented criticism for its perceived failures. However, in reality, these recent failures are not unprecedented. They have all happened before:

  • Before the NASDAQ market makers and NYSE specialists scandal, there was the Re and Re scandal on the American Stock Exchange.
  • Before there was Enron and Worldcom, there was Equity Funding.
  • Before there was Madoff, there was Cornfeld, Vesco and IOS.
  • Before Harry Markopolous was ignored, the SEC ignored Ray Dirks. Actually, they didn’t just ignore Dirks, eventually they sued him for trading on the information that they ignored!
  • Before the SEC sued Mike Milken, they opened and closed without action three formal investigations of Milken. What must change at the SEC?

The conventional wisdom believes that the SEC is understaffed and underfunded. In fact, the problem is not resources but the allocation of resources. The SEC must make broad changes in its philosophy, structure and operations. The philosophy currently is too focused on enforcement and the vision that the SEC is a law enforcement agency. The agency has to return to an earlier, and a more effective, time when the SEC saw itself as a regulatory agency that used enforcement to advance its regulatory agenda.

This approach ties into another important theme. The agency must abandon its reactive mindset and become a proactive regulator. It must stay abreast of what's happening in the capital markets and devote its resources to using its regulatory tools as a first alternative. To implement these changes, the SEC must undertake a significant reorganization. It must substantially revise the composition of its staff and hire staff with skill sets that are required for this new vision. It must also reexamine the role played by the five Commissioners in overseeing and setting agency priorities.

Edward S. Knight

Executive Vice President,
General Counsel & Chief Regulatory Officer,
NASDAQ Stock Market, Inc.


In October 2000, Edward Knight was named Executive Vice President and General Counsel of the Nasdaq Stock Market, Inc. Mr. Knight served as the Chief Legal Officer of the National Association of Securities Dealers (NASD, now FINRA) from June 1999 until becoming NASDAQ General Counsel. In his role as General Counsel, Knight is responsible for providing legal counsel to senior management and for overseeing the quality of legal services across the global organization. He is also responsible for government relations, listing qualifications, and market regulation. In addition, Knight oversees the Office of Corporate Secretary, which is responsible for all of NASDAQ's corporate governance activities and maintaining the Corporate Record. Mr. Knight is the Chief Regulatory Officer of the NASDAQ Exchange.

Knight led NASDAQ's efforts to operate as a national securities exchange. In January 2006, the Securities and Exchange Commission (SEC) unanimously approved NASDAQ's application for exchange status. This action allowed NASDAQ to complete its separation from NASD and realize its vision as the premier market in the world served by the gold standard in regulators, the NASD.

Prior to joining the NASD, Knight served as General Counsel of the U.S. Department of the Treasury from September 1994 to June 1999, where he was the Department's longest-serving General Counsel since the position was created in 1934. Upon his departure, Knight received from Treasury Secretary Robert Rubin the Alexander Hamilton Award, the Department's highest award, for exemplary service to the Department and also received the Honor Award from the Secret Service. Before being named General Counsel, Knight served as Executive Secretary and Senior Advisor to Secretary of the Treasury Lloyd Bentsen.

Knight's accomplishments at the Treasury Department include his critical involvement in the United States' provision of bilateral assistance to the Government of Brazil in the fall of 1998 and to the Government of Mexico in 1995. He also led the legal team that successfully privatized the U.S. Enrichment Corporation in July 1998, the largest privatization in U.S. history. He also was on the commission that restructured the Internal Revenue Service in 1996 and led the legal team that advised Treasury Secretary Rubin in 1995 and 1996 on the debt limit crisis.

Prior to his tenure at the Treasury, Knight was a partner with the law firm of Akin, Gump, Strauss, Hauer and Feld in its Washington, D.C., office. A Texas native, Knight received his B.A., with honors in Latin American Studies from the University of Texas at Austin and his J.D. from the University of Texas School of Law, and sits on the law school's Alumni Board of Directors. Knight is a member of the District of Columbia, Texas and Supreme Court Bars, and the Council on Foreign Relations. Mr. Knight served as a member of the Obama Transition Team at the U.S. Treasury Department.

NASDAQ OMX Executive Profile >

Donald C. Langevoort


Thomas Aquinas Reynolds Professor of Law
Georgetown University Law Center

Donald C. Langevoort is the Thomas Aquinas Reynolds Professor of Law at Georgetown University Law Center, Washington, D.C. He joined the Georgetown faculty in 1999 after eighteen years at Vanderbilt University School of Law, where he had been the Lee S. & Charles A. Speir Professor. He has also been a visiting professor at the University of Michigan, Harvard Law School, and the University of Sydney in Australia. Professor Langevoort graduated from the Harvard Law School in 1976, and went into private practice with the law firm of Wilmer, Cutler & Pickering in Washington. In 1978, he joined the staff of the U.S. Securities & Exchange Commission as Special Counsel in the Office of the General Counsel.

Since entering academia in 1981, Professor Langevoort has written a treatise on insider trading, co-authored a casebook on securities regulation, and produced numerous law review articles on topics such as insider trading, the impact of technology on securities regulation, investor behavior and the intersection between cognitive psychology and lawyers' professional responsibilities. He has served on the Legal Advisory Committee of the New York Stock Exchange, the Legal Advisory Board of the National Association of Securities Dealers, the SEC's Advisory Committee on Market Information (chairing its subcommittee on alternative models for data consolidation), and the Nominating Committee of the Municipal Securities Rulemaking Board, and has testified numerous times before Congressional committees on matters relating to securities regulation and litigation. Professor Langevoort is also a member of the American Law Institute

Georgetown University Law Center Faculty Page >

Brokers as Fiduciaries

The paper will discuss the effort to have the SEC treat brokers and investment advisers comparably, mainly by imposing fiduciary responsibilities on brokers who offer advice to their customers. Because the brokerage business, today, is still largely sales oriented, any imposition of a general fiduciary duty will be awkward. I suggest directions the effort might take to avoid the awkwardness while improving the regulatory regime dealing with broker conduct so as to make it "more fiduciary-like."

Donna M. Nagy


C. Ben Dutton Professor of Law
Indiana University Maurer School of Law -- Bloomington

Professor Donna M. Nagy joined the Indiana University Maurer School of Law—Bloomington faculty in 2006 as the C. Ben Dutton Professor of Law. She began her teaching career in 1994 at the University of Cincinnati College of Law, where she served as Interim Dean from 2004-05 and as Associate Dean for Faculty Development from 2002-04. In Spring 2001, she was a Visiting Professor of Law at the University of Illinois College of Law, and was a Visiting Scholar at the University of Canterbury School of Law in Christchurch, New Zealand in Spring 2002.

Professor Nagy teaches and writes in the areas of securities litigation, securities regulation, and corporations. Her scholarship includes articles in the IOWA LAW REVIEW, the CORNELL LAW REVIEW, and the NOTRE DAME LAW REVIEW as well as two co-authored books, one on the law of insider trading and a casebook on Securities Litigation and Enforcement. She is a frequent speaker on securities regulation and litigation topics at law schools and professional conferences. She serves as a Vice President and a member of the Board of Trustees of the SEC Historical Society. She also serves on the AALS Committee on Audit and Association Investment Policy and was Chair of the AALS Section on Securities Regulation in 2004-05.

Prior to teaching, Professor Nagy was an associate with Debevoise & Plimpton in Washington, D.C., specializing in securities enforcement and litigation.

Indiana University Maurer School of Law Faculty Profile >

The PCAOB and the SEC: How Much Independence Does the Constitution Allow?

Discussions about the past, present and future of securities enforcement are incomplete absent an analysis of the self-regulatory organizations in the securities industry and the Public Company Accounting Oversight Board (PCAOB). Indeed, the Financial Industry Regulatory Authority (FINRA) and the New York Stock Exchange (NYSE), the principal SROs, and the PCAOB, which oversees auditors of public companies, have substantial “front-line” responsibilities for inspecting, investigating, and prosecuting firms and persons subject to their jurisdiction. As private corporations exercising significant regulatory power, FINRA, the NYSE, and the PCAOB are necessarily subject to the SEC’s oversight and enforcement authority. However, because the PCAOB was created by Congress and PCAOB members are appointed by the SEC’s Commissioners, the PCAOB is part of the federal government for purposes of constitutional law, whereas FINRA and the NYSE are not.

The Supreme Court this term will be deciding the PCAOB’s constitutionality. This Article, which builds on arguments in an amicus brief filed in the litigation, contends that the PCAOB’s structure violates the Appointments Clause and the doctrine of separation of powers. But no matter how the Supreme Court rules, its decision will substantially impact securities enforcement and the future of financial regulation in general.

Erik R. Sirri


Professor of Finance
Babson College

Erik R. Sirri is a Professor of Finance at Babson College. His research interests include the interaction of securities law and finance, securities market structure, and investment management. From 2006-2009 he was the Director of the Division of Trading and Markets at the U.S. Securities and Exchange Commission, where he was responsible to the Commission for matters relating to the regulation of stock and option exchanges, national securities associations, brokers, dealers, clearing agencies, transfer agents, and credit rating agencies. He served as the Commissionís Chief Economist from 1996-1999, and was an Assistant Professor of Finance at the Harvard Business School from 1989 to 1995. Sirri received his B.S. in Astronomy from the California Institute of Technology in 1979, an M.B.A. from the University of California, Irvine, in 1984, and his Ph.D. in Finance from the University of California, Los Angeles, in 1990. His published writings appear in academic journals, practitioner journals, and books. He has consulted for securities firms, stock exchanges, mutual fund companies, issuers, and information vendors on a variety of regulatory and business matters.

Babson College Faculty Profile >

Chester S. Spatt


Carnegie Mellon University Tepper School of Business
(Ex-Chief Economist & Director, Office of Economic Analysis, SEC, ’04-’07)

Chester Spatt is the Pamela R. and Kenneth B. Dunn Professor of Finance at the Tepper School of Business at Carnegie Mellon University and Director of its Center for Financial Markets, where he has taught since 1979. He served as Chief Economist of the U.S. Securities and Exchange Commission and Director of its Office of Economic Analysis from July 2004 through July 2007. He earned his Ph.D. in economics from the University of Pennsylvania and received his undergraduate degree from Princeton University.

Professor Spatt is a well-known scholar studying financial economics with broad interests in financial markets. He has analyzed extensively market structure, pricing and valuation, and the impact of information in the marketplace. For example, he has been a leading expert on the design of security markets in various settings, mortgage valuation, and taxation and investment strategy. His co-authored 2004 paper in the Journal of Finance on asset location won TIAA-CREF's Paul Samuelson Award for the Best Publication on Lifelong Financial Security. He has served as Executive Editor and one of the founding editors of the Review of Financial Studies, President and a member of the Founding Committee of the Society for Financial Studies, President of the Western Finance Association, and is currently an Associate Editor of several finance journals. He also is currently a Research Associate of the National Bureau of Economic Research, Senior Economic Adviser to Kalorama Partners, a Member of the Shadow Financial Regulatory Committee as well as the Financial Economists Roundtable and a Fellow of the TIAA—CREF Institute.

Tepper School of Business Faculty Profile >

Paper Title:
Regulatory Conflict: Fair Markets vs. Prudential Supervision

Robert B. Thompson


New York Alumni Chancellor’s Professor of Law
Professor of Management
Vanderbilt University Law School

Robert B. Thompson is one of the nation's top scholars in corporations law, corporate finance and securities regulation. The author of a number of leading books and articles, many including innovative empirical research, in these and related fields, Professor Thompson has testified before committees of Congress, a state legislature, and the New York Stock Exchange. He has served since 1991 as editor of the Corporate Practice Commentator, served as an adviser for the American Law Institute's Restatement (Third) of Agency and chaired two sections of the Association of American Law Schools. During 2004-05, he was chair of Vanderbilt University's Faculty Senate. A dedicated teacher, Professor Thompson teaches corporations, securities regulation, and co-teaches joint law and business courses on equity markets and business mergers and acquisitions. He joined the law faculty in 2000 from Washington University School of Law, where he was George Alexander Madill Professor of Law and Director of the Center for Interdisciplinary Studies.

Vanderbuilt University Law School Faculty Profile >

The SEC's Place in the New Financial Regulatory Regime

The last year has been a difficult time for the SEC. From the end of the Consolidated Supervised Entities Program and the agency’s subordinate role in the Bear Stearns and Lehman crises to the revelations of the Bernie Madoff scandal, it has been a time of high profile failures for the agency. The financial meltdown has led to proposals for the greatest changes in financial regulatory reforms in 75 years and at times it seemed likely that the SEC’s role would recede. This paper seeks to define the SEC’s role should be in financial regulatory reform by identifying the distinctive characteristics it has as a financial regulator. Independence is a crucial characteristic and has been a feature of securities regulation since the White House diverted the first draft of a bill that would have put securities regulation within the Post Office department. Independence has traditionally been seen as a way to gain the expertise and focus necessary to regulate sophisticated markets. Independence has also facilitated the agency’s ability to make use of market constraints and private players through self-regulatory organizations and other means. The later part of the paper will focus on the SEC’s interaction with different sets of private or hybrid players—the stock exchanges, FINRA, FASB, PCAOB, MSRB—and contrast the interaction with those groups to the agency’s interaction with state law makers in corporate governance


Registration is strongly recommended due to limited capacity.  Registered persons will be admitted first, and then non-registered persons will be admitted on a first-come basis.

Live Video

The Keynote Address and all four Panels from "The SEC at 75: Past, Present, and Future" will be available live as the conference occurs. The video streams will also be archived for future use. Links to the live video streams will be available here on the day of the conference.

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