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Jay Clayton (attorney)

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For other people named Jay Clayton, see Jay Clayton.

Jay Clayton
Official portrait, 2017
32nd Chairman of the Securities and Exchange Commission
In office
May 4, 2017 – December 23, 2020
PresidentDonald Trump
Preceded byMichael Piwowar (acting)
Succeeded byElad L. Roisman (acting)
Personal details
Born
Walter Joseph Clayton III

(1966-07-11) July 11, 1966 (age 58)
Newport News, Virginia, U.S.
Political partyIndependent
SpouseGretchen Butler
EducationUniversity of Pennsylvania (BS, JD)
King's College, Cambridge (MA)

Walter Joseph "Jay" Clayton III (born July 11, 1966) is an American attorney who was the chairman of the U.S. Securities and Exchange Commission from May 4, 2017 until December 23, 2020. He was nominated for the position by President Donald Trump.

Early life and education

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Clayton was born at Fort Eustis in Newport News, Virginia.[1] He grew up near Hershey, Pennsylvania, where his father worked for The Hershey 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,[2] Clayton transferred to the University of Pennsylvania where he graduated with a Bachelor of Science in Engineering degree in 1988, and received the Thouron Award for post-graduate study in the United Kingdom.[3] He received a Bachelor of Arts (promoted to a Master of Arts, per tradition) in economics from King's College, Cambridge, in 1990.[4] He then attended the University of Pennsylvania Law School, where he graduated cum laude and Order of the Coif in 1993 with a Juris Doctor (J.D.) degree.[1][5]

During college and graduate school, Clayton was a member of the Ocean City Beach Patrol and Penn Law rugby team, an intern with the U.S. Attorney's Office in Philadelphia and U.S. Representative Curt Weldon, and an employee of United Engineers and Constructors.[6][7]

Career

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

After being a summer associate at the firm in the summer of 1992, Clayton joined Sullivan & Cromwell full-time in October 1995 and became a partner in January 2001.[6] At Sullivan & Cromwell, Clayton was a member of the firm's management committee and co-managing partner of the firm's General Practice Group.[1][9] He specialized in mergers and acquisitions transactions and capital markets offerings[8] and represented prominent Wall Street firms, including Goldman Sachs.[10] He served as an adviser to numerous companies regarding issues related to the SEC, Federal Reserve, Department of Justice, and other agencies.[11]

He has also helped multiple corporations raise money through initial public offerings, including Alibaba Group,[12] Ally Financial, Och-Ziff Capital Management, Oaktree Capital Management, Blackhawk Network Holdings, and Moelis & Company.[8] 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.[5]

Clayton disclosed to the U.S. Office of Government Ethics that his other corporate clients had included TeliaSonera AB, Ally Financial, Deutsche Bank, UBS, Volkswagen, SoftBank Group, The Weinstein Company, Pershing Square Capital Management, and Valeant Pharmaceuticals. Clayton's individual clients included Ocwen's former head William Erbey,[13] Paul Tudor Jones, former Attorney General of Ireland Peter Southerland, CDW founder Michael Krasny and LinkedIn founder Reid Hoffman.[14]

Clayton earned $7.6 million in 2016 from his firm and has a family wealth of at least $50 million. A substantial portion of his holdings were in mutual funds of the Vanguard Group. His investments also included private funds managed by Apollo Global Management, Bain Capital, J.C. Flowers & Co., and Richard C. Perry but he divested these investments upon confirmation.[14] Clayton is compensated by Apollo Global Management $500,000 annually, "through equity and fees" according to a regulatory filing.[15]

SEC chair

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Nomination and confirmation

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On January 4, 2017, President-elect Donald Trump announced his intention to nominate Clayton to be SEC Chairman,[16] and he was nominated on Inauguration Day, January 20, 2017.[17] Clayton's nomination was endorsed by Manhattan District Attorney Cyrus Vance Jr.[14] 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.[14] Clayton was not thought to have any ties to the Russian companies.[14] On April 4, 2017, the Senate Banking Committee voted 15–8 to send Clayton's nomination to the full Senate, with three Democrats voting in favor of Clayton.[18]

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.[19] On May 4, 2017, Clayton was sworn in, marking the official beginning of his role as Chairman.[20]

Tenure

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In connection with the nomination of Clayton in January, President Trump said in a statement that "we 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."[21] Upon Clayton's swearing-in, the SEC 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. In 2018, Piwowar and Stein stepped down, and Elad Roisman and Allison Lee joined the Commission in 2018 and 2019 respectively.[22]

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 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.[20][23]

Under Clayton's tenure as chairman of the SEC, the SEC charged the fewest number of insider trading cases since the Reagan administration.[24]

In November 2020, Clayton stated his intention to resign at the end of the year, although his term would expire at the end of June 2021,[25] Clayton resigned on December 23, 2020.[26] One of his final actions at the SEC before resigning was to sue Ripple Labs challenging the legality of trading cryptocurrency XRP as an unregistered security, which the company called "a parting shot".[27]

Southern District of New York

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On June 19, 2020, Attorney General Bill Barr announced that President Trump would nominate Clayton to replace Geoffrey Berman as United States Attorney for the Southern District of New York.[28][29][30] However, Clayton was not selected to replace Berman and has not yet served as US Attorney for Southern District of New York[31] and instead Audrey Strauss was installed as Acting US Attorney for Southern District of New York.[32]

Clayton was criticized for his role in the removal of Geoffrey Berman at a U.S. House hearing. Clayton said it was entirely his idea to become the United States Attorney for the Southern District of New York. He said he wanted the position because he had a "strong desire to continue in public service", and return to his New York-based family.[33]

After SEC

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In February 2021, Apollo Global Management appointed Clayton to the newly created role of lead independent director on its board.[34] Clayton also rejoined Sullivan & Cromwell LLP, where he was a partner before entering government, to become senior policy adviser and counsel.[35] Clayton was selected (on November 14 2024) by President elect Trump to be United States Attorney for the Southern District of New York. [36]

Professional memberships and activities

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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.[11] Prior to his confirmation, Clayton was on the Executive Committee of the Metropolitan Golf Association.[37]

Clayton is a member of the board of directors at American Express since October 2022.[38] He is an advisor to Fireblocks, the Israel-based cryptocurrency firm[39] and One River.[40][41]

Personal life

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Clayton's wife Gretchen, whom he started dating while they attended the same Pennsylvania high school, worked at Goldman Sachs. Clayton's wife resigned from her job prior to his confirmation.[14]

References

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  1. ^ a b c "Biography". U.S. Securities and Exchange Commission. Archived from the original on July 26, 2019. Retrieved June 21, 2019.
  2. ^ Scannell, Kara (February 6, 2017). "Wall St lawyer with skills honed by financial crisis heads to SEC". Financial Times. Archived from the original on February 9, 2019. Retrieved June 21, 2019.
  3. ^ "Jay Clayton". law.upenn.edu. Retrieved June 3, 2024.
  4. ^ "Jay Clayton Sworn in as Chairman of SEC". U.S. Securities and Exchange Commission. 2017. Archived from the original on June 12, 2019. Retrieved June 21, 2019.
  5. ^ a b Picker, Leslie (January 4, 2017). "Donald Trump Nominates Wall Street Lawyer to Head S.E.C." The New York Times. Archived from the original on June 24, 2019. Retrieved June 21, 2019.
  6. ^ a b "Nomination of Jay Clayton, page 58" (PDF). US Government Publishing Office. March 23, 2017. Archived (PDF) from the original on June 23, 2019. Retrieved June 23, 2019.
  7. ^ "U.S. SEC chairman speaks at Ocean City H.S." Ocean City Sentinel. Archived from the original on July 26, 2019. Retrieved July 26, 2019.
  8. ^ a b c "Jay Clayton". Sullivan & Cromwell. Archived from the original on February 26, 2017. Retrieved May 8, 2017.
  9. ^ "We Don't Need a Crisis to Act Unitedly Against Cyber Threats". Knowledge@Wharton. Archived from the original on July 21, 2017. Retrieved May 8, 2017.
  10. ^ "Trump SEC pick assures that his Wall St. work not problem". AP News. Archived from the original on August 6, 2017. Retrieved May 8, 2017.
  11. ^ a b "Jay Clayton - Sullivan & Cromwell LLP". www.chambers.com. Retrieved May 8, 2017. [dead link‍]
  12. ^ Merle, Renae (January 4, 2017). "Trump to tap Wall Street lawyer Jay Clayton to head SEC". Washington Post. Archived from the original on January 5, 2017. Retrieved January 5, 2017.
  13. ^ Dayen, David (December 22, 2014). "Finally, a Financial Executive Is Sacked for His Company's Misdeeds". The New Republic. Archived from the original on January 13, 2020. Retrieved January 13, 2020.
  14. ^ a b c d e f Protess, Ben; Goldstein, Matthew (March 9, 2017). "Trump's S.E.C. Nominee Disclosure Offers Rare Glimpse of Clients and Conflicts". The New York Times. pp. A19. Archived from the original on March 9, 2017. Retrieved March 9, 2017.
  15. ^ Zainab Hussain, Noor; DiNapoli, Jessica; Oguh, Chibuike. "Apollo taps ex-SEC chief Clayton in board overhaul". www.reuters.com. Reuters. Retrieved November 19, 2024.
  16. ^ Lovelace, Berkeley Jr. (January 4, 2017). "SECChairNom". CNBC. Archived from the original on January 6, 2017. Retrieved January 4, 2017.
  17. ^ "Nominations Sent to the Senate". whitehouse.gov. Archived from the original on January 20, 2021. Retrieved July 26, 2019 – via National Archives.
  18. ^ "Negotiators reach a deal to fund the federal government but deny Trump several key priorities". Los Angeles Times. ISSN 0458-3035. Archived from the original on May 5, 2017. Retrieved May 8, 2017.
  19. ^ "Senate confirms Wall St attorney Jay Clayton to head SEC". Associated Press. May 2, 2017. Retrieved September 20, 2022.
  20. ^ a b "Clayton Sworn In As SEC Chairman". www.mondaq.com. Archived from the original on May 8, 2017. Retrieved May 8, 2017.
  21. ^ "Jay Clayton, Wall Street lawyer, is Trump pick to lead SEC". CNNMoney. January 4, 2017. Archived from the original on June 11, 2017. Retrieved May 8, 2017.
  22. ^ "SEC.gov | SEC Historical Summary of Chairmen and Commissioners". www.sec.gov. Archived from the original on July 26, 2019. Retrieved July 26, 2019.
  23. ^ "Wall Street Lawyer Jay Clayton Confirmed as SEC Chair". Fortune. Archived from the original on May 7, 2017. Retrieved May 8, 2017.
  24. ^ "Under Trump, SEC Enforcement Of Insider Trading Dropped To Lowest Point In Decades". NPR.org. Archived from the original on August 14, 2020. Retrieved August 14, 2020.
  25. ^ Johnson, Katanga (November 16, 2020). "SEC chief Clayton to call it quits at the end of 2020". Reuters. Retrieved November 16, 2020.
  26. ^ Clayton, Jay (December 23, 2020). "Statement of SEC Chairman Jay Clayton". SEC. Retrieved December 23, 2020.
  27. ^ Roberts, Jeff John (December 21, 2020). "Ripple says it's about to be sued by the SEC, in what the company calls a parting shot at the crypto industry". Fortune. Retrieved January 4, 2022.
  28. ^ "US Attorney Who Oversaw Cases of Trump Allies Steps Down". The New York Times. Associated Press. June 19, 2020. ISSN 0362-4331. Archived from the original on June 22, 2020. Retrieved June 20, 2020.
  29. ^ Michaels, Dave (June 20, 2020). "SEC's Jay Clayton Thrust Into Political Minefield". Wall Street Journal. Archived from the original on June 22, 2020. Retrieved June 22, 2020 – via www.wsj.com.
  30. ^ "Ousting of U.S. prosecutor thrusts low-profile markets regulator into unwelcome spotlight". Reuters. June 22, 2020. Archived from the original on July 8, 2020. Retrieved August 20, 2020 – via www.reuters.com.
  31. ^ Moreno, J. Edward (June 20, 2020). "Berman to leave SDNY immediately". TheHill. Retrieved November 14, 2024.
  32. ^ Tabuchi, Hiroko (January 14, 2021). "Toyota to Pay a Record Fine for a Decade of Clean Air Act Violations". The New York Times. Retrieved February 11, 2021.
  33. ^ Johnson, Katanga (June 25, 2020). "SEC's Clayton stumbles on timeline of New York prosecutor's job". Reuters.
  34. ^ Gottfried, Miriam (February 18, 2021). "Apollo Names Ex-SEC Chairman Jay Clayton as Lead Independent Director". Wall Street Journal. Retrieved March 6, 2021.
  35. ^ "Jay Clayton and Jeff Wall to Rejoin Sullivan & Cromwell". www.sullcrom.com. February 18, 2021. Retrieved March 6, 2021.
  36. ^ Trump Chooses Former S.E.C. Chief as Manhattan’s Top Federal Prosecutor https://www.nytimes.com/2024/11/14/us/politics/trump-jay-clayton-attorney-southern-district-ny.html?smid=nytcore-android-share accessed November 14, 2024
  37. ^ "Sullivan elected MGA President; Hagestad, Roberts honored at Annual Meeting". Metropolitan Golf Association Association. January 22, 2017. Archived from the original on August 20, 2020. Retrieved March 31, 2018.
  38. ^ "AmEx names former SEC chairman to board". Reuters. October 6, 2022.
  39. ^ Ehrlich, Steven; Bisnoff, Jason (August 31, 2021). "Former SEC Chairman Jay Clayton Joins $2 Billion Bitcoin and Crypto Custodian". Forbes.
  40. ^ Schatzker, Eric (March 29, 2021). "Ex-SEC Chairman Clayton to Advise Brevan-Backed Firm on Crypto". Bloomberg.
  41. ^ Graffeo, Emily (March 29, 2021). "Former SEO chair Jay Clayton will advise digital asset hedge fund One River on crypto". Markets Insider.
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Political offices
Preceded by Chair of the Securities and Exchange Commission
2017–2020 		Succeeded by
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