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Project on Government Oversight

Dangerous Liaisons: Appendix B

SEC Revolving Door Career Paths

Below are examples of the career paths that many employees follow when they go through the revolving door at the Securities and Exchange Commission (SEC). Some of these examples come from disclosure statements that were filed by SEC alumni and obtained by the Project On Government Oversight (POGO) through the Freedom of Information Act (FOIA). Those statements can be viewed online in POGO’s SEC Revolving Door Database.[1] Other examples come from POGO’s review of SEC meeting records, federal lobbying disclosures, and the online bios of SEC alumni.

POGO has profiled these SEC alumni not to accuse them of any violation of federal conflict-of-interest or professional ethics rules, but rather to illustrate some of the many manifestations of the revolving door between the agency and the businesses it regulates. (For more information on the ethics rules that apply to current and former SEC employees, see Part III of the report.)

This revolving door is hard to define in simple terms. At times, it pits SEC litigators against agency alumni in enforcement proceedings. At other times, it means SEC officials are crafting regulations that will affect their former or future clients.

In any event, the SEC’s revolving door is spinning constantly, and it allows for a plethora of interactions between current and former agency officials.

Going from the SEC to Top Firms and Vice Versa

Some key firms are welcoming people from the SEC as other members of the firm leave to go to the SEC. That can make their ties to the agency self-reinforcing.

Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale) is one of the top recruiters of SEC alumni. The law firm was cited most often as the new employer of SEC alumni in disclosure statements filed between 2001 and 2010.[2] The firm routinely represents clients in matters involving the SEC. (See Appendix A)

The firm boasts on its website that its legal team includes “a former SEC Director of Enforcement, a former Regional Director of the Pacific Regional Office of the SEC,” and a “former SEC Deputy General Counsel.”[3]

In recent years, the SEC has repeatedly turned to WilmerHale to recruit senior agency officials, including deputy general counsel Mark D. Cahn (who was later promoted to general counsel), Division of Corporation Finance director Meredith B. Cross, and enforcement chief counsel Joseph K. Brenner.[4] In December 2012, Cahn and Cross announced they would be leaving the agency to “return to the private sector.”[5] In January 2013, WilmerHale announced that Cross would be rejoining the firm.[6]

Representing Companies During Non-public SEC Investigations

Some former SEC lawyers have represented clients in cases where the agency decided not to bring any charges at all.

Stephen J. Crimmins, a former deputy chief litigation counsel in the SEC’s Enforcement Division, is now a partner at the law firm of K&L Gates. He has obtained multiple “SEC ‘termination letters’ closing investigations as to clients without enforcement action,” according to his law firm bio.[7]

Before the SEC accuses a company of wrongdoing, the company and its lawyers often have an opportunity to discuss the potential charges, Crimmins explained in an interview with POGO.

“An experienced practitioner—and working at the agency is one way to get that experience—will know when these opportunities come and will know what the staff can share with you,” he said. “Otherwise, you have ships passing in the night.”[8]

James A. Meyers, a former SEC enforcement assistant chief litigation counsel, is now a partner at the law firm of Orrick, Herrington & Sutcliffe LLP. In several cases, his clients were notified that they faced potential SEC charges but were never charged, according to his law firm bio.[9]

One of those cases involved an investigation of alleged accounting fraud in the oil and gas industry. The enforcement staff “ultimately terminated the investigation without enforcement action against the clients, even though another company and several other individuals” were charged.[10]

In another case, Meyers represented a chief executive in an insider trading probe and drafted a submission to the SEC responding to a notice of potential charges. Ten days after the response was submitted, the SEC staff “decided to terminate the investigation without taking any enforcement action.”[11]

R. Daniel O’Connor, a former senior trial counsel in the SEC’s Boston office, is now a partner at the law firm of Ropes & Gray LLP. He was the lead counsel representing Carter’s, Inc., a clothing retailer, in a case where he “[n]egotiated [the] first ever Non-Prosecution Agreement with SEC wherein no enforcement action was taken against [the] company in light of its cooperation with regulators,” according to his law firm bio.[12]

O’Connor also led an internal investigation into “alleged disclosure issues associated with manufacturing deficiencies and [Food and Drug Administration] interactions” at a life sciences company. He obtained the “successful termination” of a “related SEC investigation with no enforcement action.”[13]

Representing Companies During SEC Examinations

The SEC routinely examines investment companies to assess their compliance with securities laws, often based on tips about suspected wrongdoing.[14] Some SEC alumni have represented companies during the examination process. Other SEC alumni went to work in-house to assist firms during examinations conducted by their former colleagues.

Danielle M. Ryea was a senior staff accountant in the Office of Compliance, Inspections and Examinations at the SEC’s New York office, where she conducted “regulatory examinations of registered investment advisers,” according to her LinkedIn profile.[15]

Ryea left the agency in July 2011 and became a senior manager at Ernst & Young LLP, one of the “Big Four” global accounting firms. Several weeks later, she disclosed that she had been retained to advise “certain registered entities” affiliated with Barclays Capital, Inc., while the firm was undergoing an examination by the New York office. In her disclosure, Ryea wrote:  “While an employee of the Commission, to the best of my recollection, I did not have official responsibility for, nor did I participate personally or substantially in the current examination of Barclays.”[16]

Ryea also wrote a memo for Ernst & Young clients to help them “successfully navigate” SEC examinations.[17]

Chet Persaud was a compliance examiner in the SEC’s Southeast regional office. He left the agency in September 2004 and became a deputy chief compliance officer for a subsidiary of UBS, the Swiss banking giant.[18]

Two months later, Persaud disclosed that he planned to represent the firm while the Southeast office examined its anti-money laundering program. Persaud wrote that, during his time at the SEC, he did not participate in examinations of UBS.[19]

Eric Pucek was a staff accountant working on examinations in the SEC’s Chicago office. He left the agency in January 2008 and became a senior compliance officer at a UBS subsidiary.[20]

Two months later, Pucek disclosed that he would be acting in a “support role” while the Chicago office examined the UBS subsidiary and its advisory operations. Pucek also revealed that, during his time at the SEC, he had “participated in an examination” of an “affiliated broker-dealer” whose name was withheld by the agency in response to POGO’s FOIA request. Pucek argued that his past work should not prevent him from representing the UBS subsidiary.[21]

By representing companies during SEC examinations, these alumni can influence the outcome of agency probes before they ever reach the enforcement stage.

Going from the SEC to In-house Jobs at Large Financial Firms

Some SEC alumni have gone to work directly for large financial firms.

Jennifer L. Scafe was an enforcement branch chief in the SEC’s San Francisco office. She left the SEC in May 2010 and became an in-house counsel at Wells Fargo & Co. Less than two weeks later, she filed six separate disclosure statements indicating she would be representing Wells Fargo in connection with pending SEC enforcement matters, including probes that were being conducted by the San Francisco office.[22]

Eric J. Swanson served as assistant director of the agency’s Office of Compliance Inspections and Examinations.[23] (His name might sound familiar because he married Shana Madoff, niece of Bernard Madoff. Shana oversaw regulatory compliance at her uncle’s firm before it was exposed as a massive Ponzi scheme.[24])

After leaving the SEC in 2006, Swanson became an in-house counsel at Ameriprise Financial, one of the largest financial planning firms in the country.[25] One month later, Swanson disclosed that he planned to represent Ameriprise while the SEC investigated the company’s sales of real estate investment trusts (REITs)—products that allow investors to earn income from commercial real estate assets, such as office buildings, shopping malls, and hotels.[26]

In 2009, the SEC alleged that Ameriprise received “millions of dollars in undisclosed compensation” from REITs in exchange for selling their shares to Ameriprise customers. Ameriprise paid $17.3 million to settle the charges without admitting or denying the SEC’s allegations. The agency did not charge any Ameriprise employees or executives.[27]

Swanson went on to become the general counsel of BATS Global Markets, Inc., a company that operates stock exchanges that “currently account for about 12-13% of all U.S. equity trading on a daily basis,” according to the firm’s website.[28] Swanson’s bio says he played an “integral role” in obtaining the SEC’s approval for BATS to transition from an electronic communications network (ECN)—a trading system that matches buyers and sellers—to an exchange, which has the authority to list stocks for trading. While at the SEC, Swanson oversaw trading on securities exchanges and ECNs, according to his bio.[29]

Swanson has also filed comment letters, participated in regulatory meetings, requested exemptions, and filed petitions for rule changes on BATS’s behalf.[30]

The alumnus in POGO’s database who filed the second most disclosure statements—former SEC attorney Kenneth L. Miller—became an in-house lawyer at Bank of America and registered to represent the bank in numerous SEC probes after he left the agency in 2004.[31]

Another former SEC lawyer, William McGovern, was a senior enforcement official in the agency’s New York office, where he “managed a team of lawyers responsible for investigating and prosecuting securities fraud,” according to a LinkedIn profile.[32]

He became a vice president in Morgan Stanley’s in-house legal department, where he advised the firm “as senior litigator on regulatory matters and formulated strategy for building an effective set of regulatory relationships,” his LinkedIn profile says.[33] In 2004, less than a month after leaving the SEC, McGovern disclosed that he planned to represent Morgan Stanley in connection with unspecified “Commission matters.”[34]

It is unclear to which “matters” he was referring. But in the years after he joined Morgan Stanley, the firm faced numerous SEC enforcement actions for alleged violations such as failing to produce tens of thousands of emails during an investigation; failing to prevent the misuse of inside information; and “recklessly” programming its order execution system.[35] The firm settled all of these charges without admitting or denying the SEC’s allegations.[36]

Thomas D. Shpetner, a former SEC enforcement branch chief, became a vice president at Lehman Brothers after leaving the agency in November 2001. He later disclosed his plans to represent Lehman while the SEC examined the investment bank’s compliance department, mutual fund trading practices, execution practices in NASDAQ securities, and structured financing activities, according to agency records.[37]

Some experts believe that Lehman’s excessive “structured financing activities”—bundling loans into securities and selling them to investors—had a detrimental effect on borrowers and investors and played an important role in the firm’s demise.[38]

Former enforcement director Richard Walker left the agency in 2001 to become an in-house lawyer at Deutsche Bank. Shortly thereafter, he disclosed his plans to represent the bank in connection with an SEC investigation entitled In the Matter of Hewlett-Packard Co.[39]

In 2003, the SEC charged Deutsche Asset Management, Inc. (DeAM)—the investment advisory unit of Deutsche Bank—with failing to inform its clients of a material conflict of interest stemming from its substantial involvement with the controversial 2002 merger of the Hewlett-Packard Company and Compaq Computer Corporation. The firm paid a $750,000 civil penalty and settled the charges without admitting or denying the SEC’s allegations.[40]

Walker would later recruit Robert Khuzami to join the in-house legal team at Deutsche Bank, according to Rolling Stone. He subsequently recommended Khuzami to Mary Schapiro for the job of SEC enforcement director, according to The American Lawyer.[41]

There are other SEC alumni who went to work in-house for Deutsche or its subsidiaries. In December 2001, three days after he left the SEC, David M. Levine, a former chief of staff and senior advisor in the Enforcement Division, disclosed that he had become the head of Deutsche Bank’s legal department and planned to represent the firm in connection with an enforcement probe.[42]

He also joined Walker, the former enforcement director, in representing Deutsche Bank while the SEC investigated its role in the HP-Compaq merger.[43]

Going from Industry to the SEC

Before joining the SEC in 2010, Norm Champ served as the general counsel of Chilton Investment Company, a hedge fund manager. As recently as 2009, he was listed as a board member of the Managed Funds Association, a hedge fund lobbying group.[44]

In July 2012, Champ was named as the head of the SEC’s Investment Management Division. The division regulates America’s multi-trillion dollar investment management industry, including hedge funds, mutual funds, and private equity funds.[45]

Champ has assumed the top position in the division at a time when the SEC is expanding its oversight of hedge funds, as required by the Dodd-Frank law. He is replacing Eileen Rominger, the former division director who joined the SEC after an 11-year stint at Goldman Sachs.[46]

“Norm Champ’s legal background combined with his industry experience gives him a unique vantage point when it comes to oversight,” Chilton spokesperson Michael Clark told POGO. “This is a huge positive for the government and the public at large.”[47]

Before he became the head of the division, Champ helped oversee SEC examinations that identified concerns at ten credit-rating agencies. Despite these concerns, when the SEC released a report summarizing the results of the examinations, the agency withheld the names of the rating agencies where problems were found.[48]

“In the report, we believe it is fair and consistent with due process not to name names,” Champ said at the time, according to The Washington Post.[49]

The examinations, mandated by Congress under the Dodd-Frank Act, involved firms that assess the creditworthiness of corporate bonds and other investments. The SEC said its findings included “apparent failures in some instances to follow ratings methodologies and procedures, to make timely and accurate disclosures, to establish effective internal control structures for the rating process and to adequately manage conflicts of interest.”[50]

By not disclosing which rating agencies had engaged in those practices, the SEC spared those agencies embarrassment and left investors in the dark as to what the findings might mean for the reliability of any particular rating agency or investment, The Post reported in September 2011.[51]

For more information on the industry-to-SEC revolving door, see Part III of the report.

Commenting on Proposed SEC Regulations

When a team of representatives from the Australian Bankers’ Association and other foreign interests met with the SEC’s Trading and Markets Division in May 2012 to discuss the Dodd-Frank Volcker Rule, they were accompanied by Annette Nazareth, a former Commissioner and division director, and Robert L.D. Colby, a former division deputy director.[52]

Nazareth also joined a team from JPMorgan Chase in several recent meetings with top SEC officials to discuss another key Dodd-Frank issue—the government’s oversight of trading in over-the-counter (OTC) derivatives, which played a central role in the financial crisis. The team made the case in one meeting that there are “risks” that a proposed regulation to make OTC derivatives trading more transparent “could reduce liquidity.”[53]

In 2009, after the SEC proposed a different rule to give shareholders more power to oust corporate directors, the agency received a letter from eight “former members of the Senior Staff,” some of whom had gone on to work for law firms that represent clients before the SEC. The alumni argued that “it may be a mistake for the Commission to divert its scarce resources” to this “proxy access” rule.[54]

At the time the Commission was proposing proxy access, the financial markets were in turmoil, and the SEC had a crowded regulatory agenda,” one of the former staff members, Alan L. Dye, told POGO. “I thought our letter to the Commission might offer some public support for the Commission to put the proxy access proposal on a slower, more deliberative track, rather than having the proposal bog down in controversy and delay other important projects.”[55]

One of other the former staff members, Roger D. Blanc, told POGO that the letter was “largely based on a question of whether the SEC had met its statutory obligations” to consider how the rule would affect competition or capital formation, “as opposed to a view on the substance of whether [shareholder] proxy access was a good or bad thing.”[56]

“I think the Commission was bound to determine what they were going to do” regardless of what the letter said or who wrote it, Blanc added.[57]

Other SEC alumni have recently contacted the agency to discuss proposed regulations on asset-backed securities (ABS)—financial products backed by loans (such as residential mortgage, commercial, and student loans) that are bundled together and sold to investors. Many ABS investors suffered significant losses during the financial crisis.[58]

One of the proposed regulations would require companies to disclose more information when they utilize an expedited registration process to sell these securities to investors.[59]

In October 2011, the SEC received a comment letter on the regulations signed by Karrie McMillan, a former official in the Investment Management Division who was writing on behalf of the Investment Company Institute, a major mutual fund industry group. Another former division staffer, Sarah A. Bessin, was listed as a contact for the group. (Bessin also had to file a statement disclosing her advocacy on this issue because she had left the agency earlier that year.)

They requested that the SEC exempt certain products from the enhanced disclosure rules because “the existing disclosure framework for these products is sufficient.”[60]

Another proposed regulation would require companies to provide investors with a computer program called a “waterfall” that illustrates how loan payments are distributed to ABS investors.[61]

In July 2011, the SEC said it would re-propose the waterfall rule at a later date, noting that “several commentators opposed the [initial] proposal.”[62] One of these commentators was Intex Solutions, Inc., which describes itself as the “world’s leading provider of structured fixed-income cashflow models and related analytical software,” serving “many hundreds of the world’s best known financial institutions.”[63]

That same month, Bradley Joseph Bondi, a former counsel to SEC Commissioner Troy Paredes, disclosed that he had been retained to represent a client in connection with the proposed regulations.[64]

Shortly thereafter, Bondi joined an Intex team in a meeting with Paredes and his staff to discuss the ABS rules, “including the proposed waterfall program.”[65] The Intex team presented a handout suggesting that a computer waterfall program would actually provide less transparency to ABS investors.66]

Lobbying the Agency

Some SEC alumni became federally registered lobbyists in order to advocate for the interests of their clients.

Matthew Shimkus was a senior advisor in the SEC’s office of legislative affairs, according to a LinkedIn profile. In 2008, he left the SEC and became the director of government relations for the Financial Industry Regulatory Authority (FINRA), a securities industry self-regulatory group overseen by the SEC.[67]

Within months of leaving the SEC, Shimkus contacted the agency and other offices to lobby on issues such as “regulation of the securities industry; the role of self-regulation in the financial services industry; [and] investor protection and education,” according to federal lobbying records.[68]

More recently, Shimkus lobbied the SEC and Congress on FINRA’s behalf to discuss proposed legislation that could lead to the self-regulation of investment advisers. FINRA has “expressed an interest” in taking on this function, according to a 2011 SEC staff study. In 2012, FINRA’s CEO—another SEC alumnus[69]—told Congress that his organization is “uniquely positioned” to handle the task.[70]

Giovanni P. Prezioso served as the SEC’s general counsel before rejoining the law firm of Cleary Gottlieb Steen & Hamilton LLP in 2006.[71]

In 2008, Prezioso lobbied the SEC and Congress on behalf of EWT Trading LLC, a proprietary trading firm, to discuss “SEC orders and regulation affecting settlement of securities sales,” according to federal lobbying disclosures. The following year, he lobbied the SEC on behalf of EWT to discuss “[s]hort sale test restrictions and proposed circuit breaker rules.”[72]

Around the same time, Prezioso joined an EWT team in a meeting with SEC Commissioner Aguilar to discuss SEC regulations related to short selling, a form of trading in which investors bet that stocks will fall. EWT also submitted a comment letter that was cited extensively in an SEC regulation on abusive short selling.[73]

Shaping Accounting Policies

Other SEC alumni have contacted the agency to discuss how companies measure their financial performance—sensitive decisions that make companies appear more or less attractive to investors.

Some served as professional accounting fellows at the SEC, where they studied accounting policies, participated in rulemaking initiatives, and evaluated reports filed by publicly traded companies.[74]

Eric J. Schuppenhauer became a fellow in 2002 after working at KPMG, one of the “Big Four” global accounting firms. He went on to serve as a senior advisor in the SEC’s accounting office.[75]

When he left the agency in 2004, he became a senior vice president of accounting policy at Fannie Mae. The following year, he disclosed that he had been “requested to participate in discussions with the SEC staff concerning accounting issues that affect future financial reporting of FannieMae,” according to agency records.[76]

Fannie Mae is a giant mortgage finance company that was essentially taken over by the government and bailed out by taxpayers. It has also been at the center of accounting and securities fraud cases brought by the SEC and other agencies.[77]

Many fellows returned to the same firm where they had worked prior to serving at the SEC.

D. Douglas Alkema, Ashley W. Carpenter, Robert J. Comerford, Sandie E. Kim, Michael S. Thompson, Joseph B. Ucuzoglu, Robert Uhl, and Arie S. Wilgenburg all worked at Deloitte LLP before serving as fellows. They all returned to Deloitte and contacted the agency shortly thereafter to discuss accounting issues on behalf of the firm’s clients, according to agency records.[78]

Wilgenburg, for example, left the SEC in July 2010 after serving for two years as a fellow. Once he returned to Deloitte, he disclosed that he had communicated with the agency in November 2010 about an accounting issue. (The matter involved an accounting standard adopted after the Enron scandal addressing when companies must include certain financial arrangements on their balance sheets.)[79]

In the same disclosure statement, Wilgenburg revealed that he “had experience in dealing with this accounting standard during my time at the Commission,” but insisted that he did not work closely on the “issues related to this specific registrant and its specific fact pattern.” He obtained permission from the SEC’s ethics office before contacting the agency, according to his disclosure.[80]

Furthermore, he noted, “these discussions were not intended to, nor did they result in, a mutual conclusion with the staff regarding the proper accounting for this specific registrant’s fact pattern.”[81]

Thirty-four former fellows filed 107 statements between 2001 and 2010 disclosing their plans to represent a party before the SEC within two years of leaving.[82]



Endnotes

 [1] Project On Government Oversight, “SEC Revolving Door Database.”

 [2] Project On Government Oversight, web page containing SEC post-employment disclosure statements filed by employees of Wilmer Cutler Pickering Hale and Dorr LLP.

 [3] Wilmer Cutler Pickering Hale and Dorr LLP, “Securities.”  (Downloaded November 27, 2012)

 [4] Securities and Exchange Commission, “Mark Cahn Named Deputy General Counsel at SEC,” March 6, 2009.  Securities and Exchange Commission, “Mark Cahn Named SEC General Counsel,” February 4, 2011.  Securities and Exchange Commission, “Meredith Cross Named New Director of SEC Division of Corporation Finance,” April 13,2009.  Securities and Exchange Commission, “Joseph Brenner Named Chief Counsel in SEC Division of Enforcement,” November 10, 2010.  (All downloaded January 29, 2013)

 [5] Securities and Exchange Commission, “General Counsel Mark Cahn to Leave SEC,” December 5, 2012.  Securities and Exchange Commission, “Division of Corporation Finance Director Meredith Cross to Leave SEC,” December 4, 2012.  (All downloaded January 29, 2013)

 [6] Wilmer Cutler Pickering Hale and Dorr LLP, “Meredith Cross, Former Director of the Division of Corporation Finance at SEC, to Rejoin WilmerHale,” January 16, 2013.  (Downloaded January 29, 2013)

 [7] K&L Gates LLP, “Stephen J. Crimmins.”  (Downloaded November 28, 2012)

 [8] Stephen J. Crimmins, telephone interview with the Project On Government Oversight, November 20, 2012

 [9] Orrick, Herrington & Sutcliffe LLP, “James A. Meyers.”  (Downloaded November 27, 2012) (Hereinafter James A. Meyers Bio)

 [10] James A. Meyers Bio          

 [11] James A. Meyers Bio

 [12] Ropes & Gray LLP, “R. Daniel O’Connor.”  (Downloaded November 28, 2012) (Hereinafter R. Daniel O’Connor Bio)

 [13] R. Daniel O’Connor Bio

 [14] Testimony of Lori A. Richards, Director, Office of Compliance Inspections and Examinations, Securities and Exchange Commission, before the Senate Committee on Banking, Housing and Urban Affairs, on “Examinations by the Securities and Exchange Commission and Issues Raised by the Bernard L. Madoff Investment Securities Matter,” January 27, 2009.  (Downloaded November 28, 2012)

 [15] LinkedIn, “Danielle Ryea.”  (Downloaded November 28, 2012)

 [16] Letter from Danielle M. Ryea, Senior Manager, Ernst & Young LLP, to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), September 8, 2011.

 [17] Daniel New and Danielle Ryea, Ernst & Young, SEC investment adviser examinations: The importance of creating a strategy, October 2011, p. 3.  (Downloaded November 28, 2012)

 [18] Letter from Chet Persaud, Legal & Compliance, UBS Global Asset Management Inc., to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), November 15, 2004.  (Hereinafter Letter from Chet Persaud)

 [19] Letter from Chet Persaud

 [20] Letter from Eric Pucek, Associate Director, Senior Compliance Officer, UBS Global Asset Management (Americas) Inc., to Nancy M. Morris, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), March 31, 2008.  (Hereinafter Letter from Eric Pucek)

 [21] Letter from Eric Pucek

 [22] Letters from Jennifer L. Scafe, Law Department, Wells Fargo & Co., to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. § 200.735-8(b), May 19, 2010. Letter 1, Letter 2, Letter 3, Letter 4, Letter 5

 [23] Letter from Eric J. Swanson, Chief Counsel, Regulatory Strategy, Ameriprise Financial, Inc., to Nancy Morris, Secretary, Securities and Exchange Commission, regarding practice by former employees of the Commission, October 31, 2006.  (Hereinafter Letter from Eric J. Swanson); Exhibit 05622, Resume of Eric J. Swanson,  Stephen Labaton, “Unlikely Player Pulled Into Madoff Swirl,” The New York Times, December 19, 2008.  Charlie Gasparino, “How the SEC Got in Bed with the Madoffs. Literally.” The Daily Beast, December 16, 2008.  Securities and Exchange Commission, Office of Inspector General, Investigation of Failure of the SEC to Uncover Bernard Madoff’s Ponzi Scheme, Report Number OIG-509, August 31, 2009, p. 390.  (All downloaded November 28, 2012)

 [24] Exhibit 05622, Resume of Eric J. Swanson, undated.  Stephen Labaton, “Unlikely Player Pulled Into Madoff Swirl,” The New York Times, December 18, 2008. Charlie Gasparino, “How the SEC Got in Bed with the Madoffs. Literally.” The Daily Beast, December 16, 2008.  Securities and Exchange Commission, Office of Inspector General, Investigation of Failure of the SEC to Uncover Bernard Madoff’s Ponzi Scheme, Report Number OIG-509, August 31, 2009, p. 390. (All downloaded November 28, 2012)

 [25] Letter from Eric J. Swanson; Ameriprise Financial, Inc., “Our mission.”  (Downloaded November 28, 2012)

 [26] Letter from Eric J. Swanson; Securities and Exchange Commission, “Real Estate Investment Trusts (REITs),” January 17, 2012.  (Downloaded November 28, 2012)

 [27] Securities and Exchange Commission, “SEC Charges Ameriprise in Fraudulent Scheme to Obtain Undisclosed Compensation,” July 10, 2009.  (Downloaded November 28, 2012)

 [28] BATS Global Markets, Inc., “Management Team.”  (Hereinafter BATS Management Team) BATS Global Markets, Inc., “About the BATS Exchanges.”  (All downloaded November 28, 2012)

 [29] BATS Management Team; Letter from Eric J. Swanson, Senior Vice President and General Counsel, BATS, to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding “BATS Y-Exchange, Inc. –
Form 1 Application for Registration as a National Securities Exchange Pursuant to Section 6 of the Securities Exchange Act of 1934,” October 19, 2009. Securities and Exchange Commission, “ECNs/Alternative Trading Systems,” November 4, 2005.  Securities and Exchange Commission, “Exchanges,” August 30, 2012.  (All downloaded November 28, 2012)

 [30] Letter from Eric J. Swanson, Senior Vice President and General Counsel, BATS Exchange, Inc., to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding Consolidated Audit Trail; Exchange Act Release Number 62174; File Number S7-11-10, August 9, 2010.  Letter from Eric J. Swanson, Senior Vice President and General Counsel, BATS Exchange, Inc., to Florence E. Harmon, Acting Secretary, Securities and Exchange Commission, regarding Amendments to Regulation SHO, Interim Final Temporary Rule, Release Number 34-58773, File Number S7-30-08, December 29, 2008.  Letter from Eric J. Swanson, Senior Vice President and General Counsel, BATS Exchange, Inc., to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding Elimination of Flash Order Exception from Rule 602 of Regulation NMS Number 34-60684, File Number S7-21-09, November 20, 2009.  Memorandum from Lillian Hagen, Division of Risk, Strategy and Financial Innovation, regarding meeting with exchanges, regulators and members of the Consolidated Tape Association regarding Dodd-Frank Section 417(a)(2) short sale study, File Number 4-627, December 14, 2011.  Letter from Eric J. Swanson, Senior Vice President and General Counsel, BATS Exchange, Inc., to James L. Eastman, Associate Director and Chief Counsel, Division of Trading and Markets, Securities and Exchange Commission, regarding request for a limited exemption from Paragraph (a)(2)(i)(A) of Rule 10b-10 under the Securities Exchange Act of 1934 and request for no­action relief from Rules 10b-10(a)(2), 17a-3(a)(1) and 17a-4(a) under the Act, February 25, 2010, pp.1-6 in letter (pp. 4-9 in the document).  Letter from Eric J. Swanson, Senior Vice President and General Counsel, BATS Exchange, Inc., to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding petition to amend Rule 146(b), May 26, 2011.   (All downloaded November 28, 2012)

 [31] Letter from Kenneth L. Miller, Associate General Counsel, Bank of America, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), September 30, 2004.  Letter from Kenneth L. Miller, Associate General Counsel, Bank of America, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), September 16, 2004; Letter from Kenneth L. Miller, Associate General Counsel, Bank of America, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), November 8, 2004.

 [32] LinkedIn, “William McGovern.”  (Downloaded November 28, 2012) (Hereinafter William McGovern Profile)

 [33] William McGovern Profile

 [34] Letter from William McGovern, Vice President, Morgan Stanley, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), July 16, 2004. http://pogoarchives.org/tools-and-data/fo/sec/mcgovern-20040716-158.pdf

 [35] Securities and Exchange Commission, “Morgan Stanley Sued for Repeated E-Mail Production Failures,” May 10, 2006.  (Hereinafter “Morgan Stanley Sued for Repeated E-Mail Production Failures”); Securities and Exchange Commission, “SEC Charges Morgan Stanley With Failure To Maintain And Enforce Policies To Prevent Misuse of Inside Information,” June 27, 2006.  (Hereinafter “SEC Charges Morgan Stanley With Failure To Maintain And Enforce Policies To Prevent Misuse of Inside Information”); Securities and Exchange Commission, “Morgan Stanley to Pay $7.9 Million to Settle Best Execution Case with SEC,” May 9, 2007.  (Hereinafter “Morgan Stanley to Pay $7.9 Million to Settle Best Execution Case with SEC”) (All downloaded November 28, 2012)

 [36] “Morgan Stanley Sued for Repeated E-Mail Production Failures”; “SEC Charges Morgan Stanley With Failure To Maintain And Enforce Policies To Prevent Misuse of Inside Information”; “Morgan Stanley to Pay $7.9 Million to Settle Best Execution Case with SEC”

 [37] Letter from Thomas D. Shpetner, Vice President, Office of the General Counsel, Lehman Brothers Inc., to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), May 5, 2003. Letter from Thomas D. Shpetner, Vice President, Office of the General Counsel, Lehman Brothers Inc., to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding Notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), October 9, 2003.  Letter from Thomas D. Shpetner, Vice President, Office of the General Counsel, Lehman Brothers Inc., to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), July 1, 2003. Letter from Thomas D. Shpetner, Vice President, Office of the General Counsel, Lehman Brothers Inc., to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), April 16, 2003.

 [38] Prepared Statement of Patricia A. McCoy, George J. and Helen M. England Professor of Law, and Director, Insurance Law Center, University of Connecticut Law School, before the Senate Committee on Banking, Housing, and Urban Affairs, Subcommittee on Securities, Insurance, and Investment, on “Securitization of Assets: Problems and Solutions,” 111th Congress, October 7, 2009, pp. 32, 33.  (Downloaded November 27, 2012)

 [39] Securities and Exchange Commission, “Richard H. Walker, Director of Enforcement, to Leave the SEC,” July 10, 2001.  (Downloaded November 27, 2012); Letter from Richard H. Walker, General Counsel, Corporate and Investment Bank, Deutsche Bank, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding statement by a former employee pursuant to Rule 8(b) of the Commission’s conduct regulation, October 28, 2002.

 [40] Securities and Exchange Commission, “SEC Brings Settled Enforcement Action Against Deutsche Bank Investment Advisory Unit in Connection with Its Voting of Client Proxies for Merger Transaction; Imposes $750,000 Penalty,” August 19, 2003.  (Downloaded November 27, 2012)

 [41] Matt Taibbi, “Is the SEC Covering Up Wall Street Crimes?Rolling Stone, August 17, 2011.  Ben Hallman, “Second Acts,” The American Lawyer, March 1, 2010.  (All downloaded November 27, 2012)

 [42] Financial Industry Regulatory Authority, “FINRA Annual Conference, Washington, DC, May 23-25, 2011,” p. 2.  (Downloaded November 27, 2012); Letter from David M. Levine, Director, Legal Department, Deutsche Bank AG, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding statement by a former employee pursuant to Rule 8(b) of the Commission’s conduct regulation, December 3, 2001.

 [43] Letter from David M. Levine, Director, Legal Department, Deutsche Bank AG, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding statement by a former employee pursuant to Rule 8(b) of the Commission’s conduct regulation, April 1, 2002.

 [44] Managed Funds Association, “Managed Funds Association Board Elects Darcy Bradbury of the D.E. Shaw Group as Board Chair,” October 1, 2009.

 [45] Securities and Exchange Commission, “Division of Investment Management,” October 12, 2012.  Securities and Exchange Commission, “SEC Names Norm Champ as Director of Division of Investment Management,” July 5, 2012.  (All downloaded November 27, 2012)

 [46] Securities and Exchange Commission, “SEC Names Eileen Rominger as Director of Division of Investment Management,” January 18, 2011.  (Downloaded November 27, 2012)

 [47] Michael Clark, Chilton Investment Company, email message to Michael Smallberg, Project On Government Oversight, regarding Norm Champ, February 5, 2013.

 [48] Securities and Exchange Commission, 2011 Summary Report of Commission Staff’s Examinations of Each Nationally Recognized Statistical Rating Organization, September 2011.  (Downloaded November 27, 2012)

 [49] David S. Hilzenrath, “SEC report questions credit ratings agencies’ practices,” The Washington Post, September 30, 2011.  (Downloaded November 27, 2012) (Hereinafter “SEC report questions credit ratings agencies’ practices”) Hilzenrath is currently POGO’s Editor-in-Chief and contributed to POGO’s investigation and report.

 [50] Securities and Exchange Commission, “SEC Staff Issues Summary Report of Commission Staff’s Examinations of Each Nationally Recognized Statistical Rating Organization,” September 30, 2011.  (Downloaded November 27, 2012)

 [51] “SEC report questions credit ratings agencies’ practices”

 [52] Memorandum from Securities and Exchange Commission, Division of Trading and Markets, regarding meeting with representatives from Australian Banks, May 17, 2012.  Davis Polk & Wardwell LLP, “Annette L. Nazareth.”  Securities and Exchange Commission, “Robert Colby, Deputy Director of Trading and Markets Division, to Leave SEC After 27 Years Of Service,” February 2, 2009.  (All downloaded November 28, 2012)

 [53] Financial Crisis Inquiry Commission, Final Report of the National Commission on the Causes of the Financial and Economic Crisis in the United States, January 2011, pp. 45-51, 352.  Michael Smallberg, Project On Government Oversight, “JPMorgan Deploys Former Regulators to Talk to Current Regulators,” June 21, 2012. Memorandum from Michael E. Coe, Office of Securities and Exchange Commission Commissioner Luis A. Aguilar, regarding meeting with representatives of JPMorgan Chase & Co., October 6, 2010, p. 1.  JPMorgan, “Observations on the OTC Derivatives Market,” October 5, 2012, p. 15.  (All downloaded December 2, 2012)

 [54] Securities and Exchange Commission, “Facilitating Shareholder Director Nominations,” Proposed Rule, Release Numbers 33-9046, 34-60089, IC-28765, File Number S7-10-09, 17 C.F.R. Parts 200, 232, 240, 249 and 274, June 10, 2009.  Letter from Roger D. Blanc, et al., to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding “Facilitating Shareholder Director Nominations,” Securities Exchange Act Release Number 60089, File Number S7-10-09, August 21, 2009, pp. 1-2.  (Downloaded December 2, 2012)

 [55] Alan L. Dye, Hogan Lovells, email message to Michael Smallberg, Project On Government Oversight, regarding comment letter to SEC, December 4, 2012.

 [56] Willkie Farr & Gallagher LLP, “Roger D. Blanc.”  (Downloaded December 2, 2012) (Hereinafter Roger D. Blanc Bio); Roger D. Blanc, telephone interview with the Project On Government Oversight, November 27, 2012.

 [57] Roger D. Blanc, telephone interview with Michael Smallberg, Project On Government Oversight, November 27, 2012.

 [58] Securities and Exchange Commission, “Asset-Backed Securities,” June 29, 2012.  (Hereinafter “Asset-Backed Securities”) (Downloaded November 26, 2012)

 [59] Securities and Exchange Commission, “SEC Re-Proposes New Shelf Eligibility Requirements for Asset-Backed Securities,” July 26, 2011.  (Downloaded December 2, 2012)

 [60] Letter from Karrie McMillan, General Counsel, Investment Company Institute, to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding “Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities and Other Additional Requests for Comment,” File Number S7-08-10, October 4, 2011, p. 2.  (Downloaded December 2, 2012); Letter from Sarah A. Bessin, Senior Counsel, Investment Company Institute, to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b) 17 C.F.R. 200.735-8(b), August 3, 2011.

 [61] “Asset-Backed Securities”

 [62] Securities and Exchange Commission, “Re- proposal of Shelf Eligibility Conditions for Asset- Backed Securities and Other Additional Requests for Comment,” Re-proposed Rule, Release Numbers 33-9244, 34-64968, File Number S7-08-10, July 26, 2011, pp. 88-89.  (Downloaded December 2, 2012)

 [63] Intex Solutions, Inc. “Overview.”  (Downloaded December 2, 2012)

 [64] Letter from Bradley J. Bondi, Cadwalader, Wickersham & Taft LLP, to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding notice of representation pursuant to Rule 8(b), 17 C.F.R. 200.735-8(b), July 20, 2011.

 [65] Memorandum from Scott H. Kimpel, Securities and Exchange Commission, Office of Commissioner Troy A. Paredes, regarding Asset-Backed Securities, File Number S7-08-10, August 23, 2011.  (Downloaded December 2, 2012) (Hereinafter Kimpel Memo regarding Asset-Backed Securities)

 [66] Kimpel Memo regarding Asset-Backed Securities

 [67] LinkedIn, “Matthew Shimkus.”  Financial Industry Regulatory Authority, “About the Financial Industry Regulatory Authority.”  (All downloaded December 2, 2012)

 [68] Financial Industry Regulatory Authority, Lobbying Report [for client Financial Industry Regulatory Authority], April 17, 2009.  (Downloaded February 5, 2013)

 [69] Financial Industry Regulatory Authority, “Richard G. Ketchum.”  (Downloaded January 30, 2013)

 [70] Financial Industry Regulatory Authority, Lobbying Report [for client Financial Industry Regulatory Authority], April 19, 2012. Securities and Exchange Commission, Division of Investment Management, Study on Enhancing Investment Adviser Examinations, January 2011, p. 32. Suzanne Barlyn, “COMPLY-FINRA reignites efforts to oversee investment advisers,” Reuters, November 21, 2012.  (All downloaded February 5, 2013)

 [71] Cleary Gottlieb Steen & Hamilton LLP, “Giovanni P. Prezioso.”  (Downloaded December 2, 2012)

 [72] Cleary Gottlieb Steen & Hamilton LLP, Lobbying Report [for client EWT Trading LLC], January 21, 2009.  Cleary Gottlieb Steen & Hamilton LLP, Lobbying Report [for client EWT Trading LLC], July 20, 2009.  (All downloaded February 5, 2013)

 [73] Memorandum from Cyndi Rodriguez, Securities and Exchange Commission, Office of Commissioner Aguilar, regarding meeting with representatives of EWT Trading LLC, Cleary Gottlieb Steen & Hamilton LLP, and Rich Feuer Group, File Number S7-30-08, October 27, 2008.  Securities and Exchange Commission, Division of Market Regulation, “Key Points About Regulation SHO,” April 11, 2005.  Letter from Peter Kovac, Chief Operating Officer and Financial and Operations Principal, EWT, LLC, to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, regarding “Amendments to Regulation SHO,” Release Number 34-60509, File Number S7-08-09, September 21, 2009.  Securities and Exchange Commission, “Amendments to Regulation SHO,” Final Rule, Release Number 34-61595, File Number S7-08-09, 17 C.F.R. Part 242, February 26, 2010. pp. 23, 25, 34, 41, 56, 65, 68-69, 108-110, 115, 141-142, 159, 162, 175-176, 178, 186, 189, 216, 218-224, 228, 235, 240, 245, 255, 280, 295, 308.  (All downloaded December 2, 2012)

 [74] Securities and Exchange Commission, Office of the Chief Accountant, “Professional Accounting Fellow Program,” November 2002.  Kathleen Day, “Regulators Draw From Audit Firms; Fellows Program Shows Agency Ties,” The Washington Post, June 7, 2002.  (All downloaded December 2, 2012)

 [75] Securities and Exchange Commission, “Office of the Chief Accountant Selects Four Professional Accounting Fellows,” February 14, 2002.  Securities and Exchange Commission, “Eric Schuppenhauer Named as Senior Advisor to the Commission’s Chief Accountant,” May 11, 2004.  (All downloaded December 2, 2012)

 [76] Letter from Eric J. Schuppenhauer, Senior Vice President, Accounting Policy, to Jonathan Katz, Secretary, Securities and Exchange Commission, regarding statement by a former employee pursuant to Rule 8(b) of the Commission’s conduct regulation, October 25, 2005.

 [77] Securities and Exchange Commission, “SEC and OFHEO Announce Resolution of Investigation and Special Examination of Fannie Mae,” May 23, 2006.  Securities and Exchange Commission, “SEC Charges Former Fannie Mae and Freddie Mac Executives with Securities Fraud,” December 16, 2011.  (All downloaded December 9, 2013)

 [78] Securities and Exchange Commission, “Office of the Chief Accountant Selects Four Professional Accounting Fellows,” February 14, 2002.  Securities and Exchange Commission, “Office of the Chief Accountant Selects Three Professional Accounting Fellows,” September 18, 2006.  Securities and Exchange Commission, “Office of the Chief Accountant Selects Four Professional Accounting Fellows,” March 6, 2003.  Securities and Exchange Commission, “Office of the Chief Accountant Selects Two Professional Accounting Fellows,” March 30, 2006.  Securities and Exchange Commission, “Office of the Chief Accountant Selects Five Professional Accounting Fellows,” March 15, 2000.  Securities and Exchange Commission, “Joseph Ucuzoglu Named as Senior Advisor to the Commission's Chief Accountant,” February 12, 2007.  Securities and Exchange Commission, “Chief Accountant Selects an International Professional Accounting Fellow and Is Seeking Candidates for Three Other Professional Accounting Fellow Positions,” October 3, 1997.  (All downloaded December 2, 2012); Project On Government Oversight, web page containing SEC post-employment disclosure statements filed by employees of Deloitte LLP.

 [79] Securities and Exchange Commission, “Office of the Chief Accountant Selects Six Professional Accounting Fellows,” March 6, 2008.  Letter from Arie A. Wilgenburg, Partner, Deloitte & Touche LLP, to Elizabeth Murphy, Secretary, Securities and Exchange Commission, regarding statement by a former employee pursuant to Rule 8(b) of the Commission’s conduct regulation, February 23, 2011.  (Hereinafter Letter from Arie A. Wilgenburg); Financial Accounting Standards Board, “FASB Issues Guidance to Improve Financial Reporting for SPEs, Off-Balance Sheet Structures and Similar Entities,” January 17, 2003.  Ting Luo and Terry Warfield, The Economic Consequences of FASB Interpretation No. 46(R), April 2008, pp. 1-2.  (All downloaded December 4, 2012)

 [80] Letter from Arie A. Wilgenburg

 [81] Letter from Arie A. Wilgenburg

 [82] Project On Government Oversight, web page containing SEC post-employment disclosure statements filed by former professional accounting fellows.