Jay Clayton

Jay Clayton
32nd Chairman of the Securities and Exchange Commission

Walter Joseph "Jay" Clayton III (born July 11, 1966)1 is an American attorney and Chairman of the U.S. Securities and Exchange Commission.

Education

Clayton was born at Fort Eustis in Newport News, Virginia.2 He grew up near Hershey, Pennsylvania, where his father worked for the local chocolate company, and Wallingford, Pennsylvania. Clayton graduated from Strath Haven High School in 1984. After attending Lafayette College, where he was a member of the soccer team,3 Clayton transferred and received his Bachelor of Science in Engineering from the University of Pennsylvania in 1988 (summa cum laude), and received the Thouron Award for post-graduate study in the United Kingdom. He received a Bachelor of Arts and Master of Arts in economics from the University of Cambridge in 1990,4 where he captained the University of Cambridge basketball team.5 He earned his Juris Doctor from the University of Pennsylvania Law School in 1993 (cum laude and Order of the Coif).67

Career

From 1993 to 1995, Clayton clerked for Judge Marvin Katz of the District Court for the Eastern District of Pennsylvania.8

Clayton joined Sullivan & Cromwell in 1995 and became a partner in 2001.9 At Sullivan & Cromwell, Clayton was a member of the firm's management committee and co-managing partner of the firm's General Practice Group.1011 He specialized in mergers and acquisitions transactions and capital markets offerings12 and represented prominent Wall Street firms, including Goldman Sachs.13 He served as an adviser to numerous companies regarding issues related to the SEC, Federal Reserve, Department of Justice, and other agencies.14

He has also helped multiple corporations raise money through initial public offerings, including Alibaba Group,15 Ally Financial, Och-Ziff Capital Management, Oaktree Capital Management, Blackhawk Network Holdings, and Moelis & Company.16 During the financial crisis of 2007–2008, Clayton advised Bear Stearns in its fire sale to JPMorgan Chase in 2007, Barclays Capital in the purchase of Lehman Brothers' assets following their bankruptcy, and Goldman Sachs in connection with the investment by Berkshire Hathaway.17

Clayton disclosed to the U.S. Office of Government Ethics that his clients had included Deutsche Bank, UBS, Volkswagen, SoftBank Group, The Weinstein Company, Pershing Square Capital Management, Valeant Pharmaceuticals, Ocwen's former head William Erbey, Paul Tudor Jones, and LinkedIn founder Reid Hoffman.18

Clayton earned $7.6 million in 2016 from his firm and has a family wealth of at least $50 million. His holdings included some investments in portfolios managed by Apollo Global Management, Bain Capital, J.C. Flowers & Co., and Richard C. Perry but he divested these investments upon confirmation.19

SEC Chairman

Nomination and confirmation

On January 4, 2017, President Donald Trump nominated Clayton to be SEC Chairman.20 Clayton's nomination was endorsed by Manhattan District Attorney Cyrus Vance Jr.21 U.S. Senator Catherine Cortez Masto, a Democrat representing Nevada, expressed concern that Clayton represented Swedish firm TeliaSonera in a proposed venture that would combine Russian telecommunications companies MegaFon and Altimo.22 Clayton is not thought to have any ties to the Russian companies.23 On April 4, 2017, the Senate Banking Committee voted 15-8 to take Clayton's nomination to the full Senate, with three Democrats voting in favor of Clayton.24

On May 2, 2017, the U.S. Senate voted 61-37 to confirm Clayton as Chairman of the SEC. Votes cast in favor of Clayton's confirmation included nine Democrats and one Independent alongside 51 Republican votes.25 On May 4, 2017, Clayton was sworn in, marking the official beginning of his role as Chairman.26

Tenure

In connection with the nomination of Clayton in January, President Trump said in a statement that "[w]e need to undo many regulations which have stifled investment in American businesses, and restore oversight of the financial industry in a way that does not harm American workers."27 Upon Clayton's swearing-in, the SEC Commission consisted of Clayton; Michael Piwowar, who was serving as acting Chairman; and Kara Stein. Subsequently, Hester Peirce and Robert J. Jackson Jr. joined the Commission.

Chairman Clayton's initial agenda has focused on the long-term interests of America's retail investors.28 Specific initiatives are aimed at making U.S. capital markets more accessible to businesses and investors while maintaining effective disclosure and other investor protections.29 He has also focused on examining and addressing equity and fixed income market structure issues, leading the formation of the SEC's Fixed Income Market Structure Advisory Committee.30 Clayton has expressed concern about the decline in the number of U.S. public companies and also has been outspoken on securities law issues related to distributed ledger technology, cryptocurrencies and initial coin offerings. Some have predicted that he will look to encourage initial public offerings (IPOs) of companies and streamline the capital formation process by reducing the regulatory framework that applies to public companies in the United States.3132

Professional memberships and activities

Clayton is a member of the American Bar Association, served as an Adjunct Professor at University of Pennsylvania Law School beginning in 2009, and was Chairman of the New York City Bar Committee on International Business Transactions beginning in 2010.33 Prior to his confirmation, Clayton served on the Executive Committee of the Metropolitan Golf Association34 and was formerly a board member of the Governor's Island Alliance.

Publications

• "We Don’t Need a Crisis to Act Unitedly Against Cyber Threats", Knowledge@Wharton, June 2015 (Co-Author)
• "USA 10-K: Why America Needs an Annual Report", Knowledge@Wharton, July 2012 (Co-Author)
• "The FCPA and its Impact on International Business Transactions – Should Anything be Done to Minimize the Consequences of the U.S.’s Unique Position on Combating Offshore Corruption?" International Business Transactions Committee, New York City Bar Association, December 2011 (Chair of the Drafting Committee)
• "US proves flexible on Sarbanes-Oxley for foreigners", International Law Review, March 2003 (Co-Author)

Personal life

Clayton's wife Gretchen, whom he started dating while they attended the same Pennsylvania high school, worked at Goldman Sachs. At one point a small amount of her retirement assets (less than $1,001) was invested in an account managed by Omega Advisors.35 Clayton's wife resigned from her job prior to his confirmation.36

References

1	https://www.geni.com/people/Jay-Clayton/6000000052755919902
2,6,10,28,29	SEC.gov | Jay Clayton, at www.sec.gov. LINK
3	Scannell, Kara. Wall St lawyer with skills honed by financial crisis heads to SEC, February 7, 2017. LINK
4	Jay Clayton Sworn in as Chairman of SEC, at www.sec.gov. LINK
5	Remarks at the Economic Club of New York (July 12, 2017). LINK
7,17	Picker, Leslie. Donald Trump Nominates Wall Street Lawyer to Head S.E.C., January 4, 2017. LINK
8,12,16	Jay Clayton, at Sullivan & Cromwell LLP. LINK
9	Hearing Before the U.S. Senate Committee on Banking, Housing, and Urban Affairs (March 23, 2017), page 58. LINK
11	We Don't Need a Crisis to Act Unitedly Against Cyber Threats. LINK
13	Trump SEC pick assures that his Wall St. work not problem. LINK
14,33	Jay Clayton - Sullivan & Cromwell LLP, at www.chambers.com. LINK
15	Merle, Renae. Trump to tap Wall Street lawyer Jay Clayton to head SEC, January 4, 2017. LINK
18,19,21,22,23,35,36	Protess, Ben et al. Trump's S.E.C. Nominee Disclosure Offers Rare Glimpse of Clients and Conflicts, 9 March 2017, accessed 9 March 2017. LINK
20	Lovelace Jr., Berkeley. SECChairNom, 4 January 2017. LINK
24	Negotiators reach a deal to fund the federal government but deny Trump several key priorities. LINK
25	Senate Confirms Wall St Attorney Jay Clayton to Head SEC, 2 May 2017. LINK
26,31	Clayton Sworn In As SEC Chairman, at www.mondaq.com. LINK
27	Jay Clayton, Wall Street lawyer, is Trump pick to lead SEC, at CNNMoney, 4 January 2017. LINK
30	SEC.gov | SEC Announces the Formation and First Members of Fixed Income Market Structure Advisory Committee, at www.sec.gov. LINK
32	Wall Street Lawyer Jay Clayton Confirmed as SEC Chair. LINK
34	Sullivan elected MGA President; Hagestad, Roberts honored at Annual Meeting, 22 January 2017. LINK