SEC 新主席竟是次债丑闻大案辩护律师？ 让“狐狸”来看守“鸡舍”？
SEC 新主席
竟是次债丑闻辩护律师？
挑了只“狐狸”来看守“鸡舍”？
继民财经汇导读：2016年1月5日本周三，美国当选总统特朗普宣布敲定SEC下届主席人选： Jay Clayton 杰伊.克莱顿，他是华尔街律所Sullivan & Cromwell 的合伙人。现任主席怀特女士虽然任期是到2019年6月才结束，但她已经宣布将在奥巴马政府换届时候正式离职。
特朗普在声明中表示，Clayton是一个在金融、监管等许多方面都非常有天赋的专家，他能确保金融机构在繁荣、创造就业的同时，遵守相关规则。美国需要撤销许多压制投资和企业运营的监管条例，在对金融业监管的同时，不伤害美国工人的利益。
美国各界对特朗普的这一决定反应激烈。前不久，美国媒体透露，下届SEC 主席人选可能会是华裔女检察官 Debra Wong Yang。和Debra 的强硬打击公司犯罪风格相比，这位克莱顿刚好扮演相反的角色，克莱顿不是检察官背景出身，相反是公司舞弊和欺诈的辩护律师出身，当然，克莱顿的职业背景还包括资本市场服务（非辩护）。华尔街日报文章则认为，和曾经报道的拟提名Debra 相比较，特朗普的此项提名是来个180度的大转变。
媒体认为克莱顿和华尔街的关系太近了，从克莱顿的简历来看，他的职业生涯主要是服务于华尔街，他的大客户包括高盛，他是高盛的次债危机时候引入巴菲特50亿美元投资交易的法律顾问，并在高盛获取美国联邦政府救助交易中提供法律服务，而且目前他的妻子仍然供职于高盛，担任高盛私人财富管理顾问；特朗普新班子成员有明显的高盛帮。克莱顿在资本市场上的耀眼履历还包括，他曾参与了阿里巴巴美国上市交易
克莱顿所在的律所曾经为数家次级债危机罪魁祸首的著名银行提供辩护，包括：高盛、JP 摩根、巴克莱银行等。该所宣称在2013年JP 摩根和美国司法部就次级债的130亿美元重罚案件中该作为JP 摩根的代表律师，对质司法部。该所还是投行贝尔斯登的代表律师，在该投行倒闭出售给JP 摩根的时候提供服务。所以，该所其实是代表了华尔街大投行的利益，是这些投行的代表律师和许多被美国政府指控案件的辩护律师。该所的网站上宣称克莱顿参与了该所的一些此等案件辩护，但并没有指明具体哪些案件。
在现任SEC 主席怀特女士的监管政策下，仍然有自由派议员 ( Warren)指责SEC 监管力度仍然不够。而特朗普的此项提名一出，马上就有民主党议员提出反对意见。民主派议员Sherrod Brown，也是银行监督委员会成员，马上指出: “这位克莱顿在其整个职业生涯中都是在帮助华尔街如何逃避惩罚”。an "attorney who's spent his career helpingWall Street beat the rap."
克莱顿也曾经质疑美国的反海外贿赂法案效果；于2010年，他还协助意大利石油巨头公司 Eni 就被SEC 指控违反海外反贿赂法指控和SEC 达成高达3.65亿美元的重罚和解。这些年来， SEC 和司法部DOJ 在反海外贿赂法上联手，查办了系列国际大案；就在上个月，巴西的两家公司因此遭受重罚总金额超过50亿美元，创下历史重罚记录。如果克莱顿上位，则很有可能会影响该法案的执行。
美国政治运动机构Progressive Change Campaign Committee的联合创始人AdamGreen, 则干脆将特朗普的这个提名比喻成：在华尔街上，给“鸡舍”挑了只“狐狸”当看守。("fox guard the henhouse on Wall Street." )。这里当然是指此项提名存在严重的利益冲突( conflict of interests)。
不过，华尔街则是对此项提名欣喜若狂，投资顾问协会( the Investment Adviser Association) 则高度赞扬克莱顿是值得尊敬的人选。
在次债危机之前， SEC 的主席人选传统上是来自华尔街（包括危机前的两任主席），所以，从这个角度而言，特朗普的此项提名也可以说是回归传统。只不过后来华尔街自己不争气，连连爆发重大丑闻，甚至还制造了次债危机，投资者损失惨重，所以出现后来的几位SEC 铁腕女性主席。这些年来，在SEC 铁腕政策下，华尔街大银行和上市公司几乎是被罚昏了，几乎是屡罚屡犯，屡犯屡罚。
不过由于政府机构道德规范的约束，尤其是在面对潜在的利益冲突情况下，在任职的初期， SEC 主席往往都需要十分谨慎处理和其先前客户的关系。
克莱顿提名能否在国会通过应该悬念不大，但是来自国会民主党的议员们估计会紧盯这位新主席如何践行特朗普在竞选期间许下的严厉监管华尔街的政治诺言。
以下分别来自CNN 和WSJ 的文章报道，值得一读，特推荐给大家。
以上是继民财经汇导读，欢迎转载，但请务必在文章标题下标明来源继民财经会和本公众号链接 jimincaijing。
接下来是歌曲欣赏和自由阅读时间，请君随意……
Jay Clayton, WallStreet lawyer, is Trump pick to lead SEC
by @mattmegan5January 4, 2017: 7:54 PM ET
http://money.cnn.com/2017/01/04/investing/jay-clayton-sec-trump/
President-elect Donald Trump's choice to bethe next top cop of Wall Street is Jay Clayton, an elite lawyer who hasdefended big banks for their financial crisis-era misbehavior.
Clayton has extensive ties to Wall Street. He advisedGoldman Sachs on its government bailout and his wife Gretchen currently worksat the bank as a private wealth advisor.
Trump announced his SEC pick on Wednesday and explained that Clayton'sbackground as a Wall Street lawyer will help unleash the "job-creatingpower" of the economy while still providing strong oversight.
"We need to undo many regulations which have stifledinvestment in American businesses, and restore oversight of the financialindustry in a way that does not harm American workers," Trump said in astatement.
The appointment rankled some Democrats, particularlySenator Elizabeth Warren. She told CNNMoney in a statement that Trump'sselection of Clayton is another sign that "his administration will putWall Street first and working families last."
"Mr. Clayton's selection is great news if you happento run a big bank or manage a hedge fund," Warren said, "but you'reout of luck if you want to see tough rules on Wall Street and bankers heldaccountable when they break the law."
The SEC is responsible for rooting out financial crimesuch as fraud as well as ensuring capital markets are fair for all investors."Robust accountability will be a hallmark of his tenure atop the SEC, andthe financial security of the American people will be his top priority,"the Trump statement said.
Clayton is currently a partner at the powerful law firmSullivan & Cromwell and has advised on a slew of major deals, including therecord-breaking Alibaba (BABA, ) IPO and the sale of the NBA's AtlantaHawks.
His law firm bio also notesthat Clayton helped secure mortgage settlements on behalf of large financialinstitutions with the government.
It's not clear which specific banks Clayton defended.However, Sullivan & Cromwell's website said the firmrepresented Goldman Sachs, JPMorgan Chase, Barclays () and other banks against allegations thatthey fraudulently issued or underwrote hundreds of toxic mortgage deals priorto the subprime collapse. Sullivan & Cromwell similarly helped JPMorganreach its $13 billion toxic mortgage settlement with theDepartment of Justice in 2013.
Clayton also has ties to Bear Stearns, the investmentbank that collapsed during the financial crisis as its toxic loan portfoliospiraled out of control. He represented Bear in its fire sale to JPMorgan ().
Additionally, Goldman Sachs () hired Clayton to advise on the Wall Streetfirm's TARP bailout as well as the crucial $5 billion investment it receivedfrom Warren Buffett's Berkshire Hathaway () during the crisis.
Clayton already has experience working with the SEC,albeit on the other side. In 2010, Clayton helped secure a with the SECon behalf of Italian oil giant Eni ().
If confirmed, Clayton said he wants the SEC to strike abalance between providing oversight and helping the economy.
"We will carefully monitor our financial sector, aswe set policy that encourages American companies to do what they do best:create jobs," Clayton said.
Clayton would replace Mary Jo White, who is even though herterm doesn't expire until June 2019. Some liberal critics, led by , have claimed White didn't doenough to prevent business from pouring cash into politics.
While White spent her tenure trying to implement a waveof rules coming from Dodd-Frank, Clayton could be charged with helping Trumpcarry out his pledge to "dismantle" the reform law.
Clayton beat out former federal prosecutor Debra WongYang for the SEC job. While Yang is a star corporate lawyer like Clayton, she as aprosecutor by taking down a violent drug-dealing gang and investigatingfinancial fraud.
Democrats strongly criticized Trump's selection ofClayton. Senator Sherrod Brown, the ranking Democrat on the Senate BankingCommittee, knocked Clayton as an "attorney who's spent his career helpingWall Street beat the rap."
Adam Green, co-founder of the Progressive Change CampaignCommittee, compared Clayton's nomination to allowing the "fox guard thehenhouse on Wall Street."
On the other hand, the Investment Adviser Association,which represents SEC-registered firms, praised Clayton as a "highlyregarded, respected and accomplished" lawyer who has a "deepunderstanding" of complex transactions and regulations.
Jaret Seiberg, an analyst at Cowen & Co., calledTrump's selection of Clayton a "conventional choice" for a Republicanpresident given his background at a high-profile law firm.
"He almost is from central casting," Seibergwrote in a note.
--CNNMoney's Cristina Alesci contributed to this report.
SEC Pick Jay Clayton Is a 180 From Chairman Mary Jo White
Clayton is a Wall street lawyer who has represented top firms
By DaveMichaels And LizHoffman The Wall Street Journal
Updated Jan. 4, 2017 6:43 p.m. ET
WASHINGTON—DonaldTrump’s nomination of veteran Wall Street lawyer Jay Clayton to lead theSecurities and Exchange Commission is expected to end the streak of aggressiveregulators and litigators overseeing the country’s top markets cop.
Mr.Clayton, whose clients have included Inc. and PLC,adds another figure with deep financial-industry ties to President-elect DonaldTrump’s incoming administration. Mr. Clayton’s experience as a partner atSullivan & Cromwell LLP on big stock and bond deals—including the 2014initial public offering of Ltd.—signals Republicans prefer an SEC chairman who is attuned tothe needs of Wall Street firms that prepare the markets when companies go toraise capital.
In one of his few public statements on policy, Mr.Clayton oversaw a 2011 New York State Bar Association report attacking theObama-era SEC and Justice Department for “zealous” enforcement of laws aimed atAmerican corporate bribery of foreign officials. The paper concluded theiractions were “causing lasting harm to the competitiveness of U.S. regulated companiesand the U.S. capital markets.”
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Mr. Clayton’s background contrasts with that of currentChairman Mary Jo White, a former prosecutor who presided over the SEC in aperiod when the agency collected record amounts of penalties and disgorgedprofits from wrongdoers.
ManyRepublicans liked Ms. White personally but thought her agency’s fines punishedshareholders. Mr. Clayton also will be pressed by congressional Republicans topare back red tape that affects fundraising, chief executives’ compensation andother activities.
“Thathe is a deal maker rather than a prosecutor... sends a signal to the market ofthe new administration’s intended approach,” David Goldschmidt, a seniorpartner at Skadden, Arps, Slate, Meagher & Flom, said in an email.
“JayClayton is a highly talented expert on many aspects of financial and regulatorylaw,” Mr. Trump said Wednesday in an announcement of the choice, “and he willensure our financial institutions can thrive and create jobs while playing bythe rules at the same time.”
“Weneed to undo many regulations which have stifled investment in Americanbusinesses, and restore oversight of the financial industry in a way that doesnot harm American workers,” Mr. Trump added, telescoping changes he expectsfrom the agency’s new leadership.
Mr.Clayton’s background is a throwback to past SEC chairmen who were named beforethe financial crisis and came directly from Wall Street, such as BillClinton-appointee Arthur Levitt or William Donaldson, who served under GeorgeW. Bush.
Mr.Clayton’s resume quickly attracted opposition from Senate Democrats, who havenoted that Mr. Trump’s tough criticism of Goldman Sachs and other banks duringhis campaign seems to have melted away.
“It’shard to see how an attorney who’s spent his career helping Wall Street beat therap will keep President-elect Trump’s promise to stop big banks and hedge fundsfrom ‘getting away with murder,’ ” Sen. Sherrod Brown (D., Ohio) said in astatement, alluding to one of Mr. Trump’s populist campaign-trail pledges. “Ilook forward to hearing how Mr. Clayton will protect retirees and savers frombeing exploited, demand real accountability from the financial institutions theSEC oversees, and work to prevent another financial crisis,” he added. Mr.Brown is the top Democrat on the Senate Banking Committee, which will considerthe Clayton nomination.
Mr.Clayton would become the latest Trump appointee with strong ties to GoldmanSachs, joining former Goldman executive Steven Mnuchin, Mr. Trump’s choice forTreasury secretary, and former Goldman Sachs President Gary Cohn, who will runthe National Economic Council.
Mr.Clayton represented Goldman when it received a $5 billion investment frombillionaire Warren Buffett’s company during the peak of the credit crisis inSeptember 2008, according to his biography on Sullivan & Cromwell’swebsite. He has also represented Goldman in connection with other investmentsand acquisitions, according to the law firm. Sullivan & Cromwell is a keyoutside legal adviser to Goldman and is more closely associated with WallStreet than perhaps any other law firm, though Mr. Clayton’s focus has largelybeen around capital markets.
Hispast legal work also raises potential conflicts of interest. Mr. Clayton couldbe forced by government ethics rules to recuse himself from SEC matters thatspecifically affect his lengthy roster of past clients. Ms. White was hamperedby similar constraints during her first years in office, related to clients sheserved at her New York law firm following her time as a prosecutor as well asfirms her husband represented in his legal career.
Unlikesome of its competitors, Sullivan & Cromwell doesn’t have a reputation forfeeding the SEC’s revolving door. More of its alumni land in corporate rolesthan in top government jobs.
Mr.Clayton is a lifer at Sullivan & Cromwell, which he joined as an associateafter graduating from the University of Pennsylvania Law School in 1993, wherehe was a competitive rugby and soccer player, according to a classmate, MarkGreene, now the head of the corporate department at Cravath, Swaine & MooreLLP.
Softspokenand low-key, Mr. Clayton is also an avid golfer, a member of several exclusiveclubs including Philadelphia Cricket Club and the Baltusrol Golf Club inSpringfield, N.J.
Hiscolleagues refer to him as a “generalist” who has worked on everything from thelargest initial public offering of a technology company to “Hail Mary” deals tokeep firms afloat during the financial crisis, when he came close to working24-7 for weeks on end.
Mr.Clayton’s clients included many firms that struggled through the financialcrisis, including Inc.The auto lender, previously part of Co., sold several overseas assets to repay the U.S. government,which injected $17.2 billion into Ally as part of the bailout of the autoindustry.
Mr.Clayton also played a key role in other crisis-era matters related to BearStearns’s sale to & Co., Wachovia Corp.’s sale to & Co. and troubles facing Lehman Brothers.
“Jaydemonstrated time and time again during the various episodes of the financialcrisis: he has an extraordinary ability both to create consensus and to makethe hard decisions when they need to be made,” said H. Rodgin Cohen, Sullivan& Cromwell’s senior chairman who has worked with him for years.
—Sara Randazzo,
Emily Glazer and Rachel Louise Ensign contributed to this article.
克莱顿的个人简历如下：
· JayClayton
· 50 yearsold
· Partner atSullivan & Cromwell LLP; joined firm in 1993 after graduating law school
· Hashandled big public and private mergers-and-acquisitions transactions, capitalmarkets offerings, regulatory and enforcement proceedings
· During thefinancial crisis, worked on Barclay Capital’s acquisition of Lehman Brothers’assets and JP Morgan Chase’s purchase of Bear Stearns
· Majorclients include Castleton Commodities, Atlanta Hawks, Ally Financial Inc.,British Airways, Barclays Capital, Goldman Sachs, Alibaba Group, OaktreeCapital Group, Och-Ziff, Moelis & Company
· Adjunctprofessor at University of Pennsylvania School of Law since 2009
· Education:B.S. in Engineering, the University of Pennsylvania, 1988; B.A. in Economics,the University of Cambridge, 1990; J.D. from the University of PennsylvaniaSchool of Law, 1993
· Hobbies:Golf