Regular readers know that I have frequently disagreed with newly confirmed SEC Commissioner Robert Jackson and that those disagreements prompted me to oppose his nomination. Yet, I hope those readers also know that it's just business, not personal. Jackson is an incredibly smart guy who, in person, can be quite charming.
Case in point: In his inaugural speech as an SEC Commissioner on the subject of perpetual dual class stock, Jackson cites yours truly several times:
For most of the modern history of American equity markets, the New York Stock Exchange did not list companies with dual-class voting. That’s because the Exchange’s commitment to corporate democracy and accountability dates back to before the Great Depression.[4] But in the midst of the takeover battles of the 1980s, corporate insiders “who saw their firms as being vulnerable to takeovers began lobbying [the exchanges] to liberalize their rules on shareholder voting rights.”[5]
[4] In 1926, the NYSE’s famous decision to list nonvoting shares in Dodge Motor Company resulted in a public outcry. In response, the Exchange announced that it would consider voting control when making listing decisions, and in 1940 the NYSE announced a flat policy against nonvoting common stock. Prior to these events, restrictions on shareholder voting rights were more common. See Stephen Bainbridge, ProfessorBainbridge.com, Understanding Dual Class Stock Part I: An Historical Perspective (September 9, 2017). Then again, prior to these events, the Securities and Exchange Commission did not exist.
[5] Stephen M. Bainbridge, Comments to the Securities and Exchange Commission on No. 4-537: The Scope of the SEC’s Authority Over Shareholder Voting Rights (May 7, 2007).
Sadly, however, I find myself in substantial disagreement with Jackson's conclusion. How typical, right? So look for a WLF Legal Pulse blog post in the next few days. And remember, it's just business, not personal.
