We today announce the formation of The Shadow SEC, an independent organization of six current academics that, like the earlier established Federal Reserve Shadow Open Market Committee, is intended to provide, encourage, facilitate, and distribute policy discussions and debates relating to the federal securities laws and the Securities and Exchange Commission (SEC).  The Shadow SEC has no political affiliation and will not accept funding from any person or organization with an interest in potential statutory changes, proposed or adopted SEC rules, forms, regulations, cases, or administrative proceedings involving federal securities law. Members may receive customary back up support from their employing universities.

Our founding members are listed below, and a very short bio is attached for each:

John Coates

John C. Coffee, Jr.

James Cox

Jill Fisch

Merritt Fox

Joel Seligman

We anticipate that one or two additional names will be added later this month.

Our intention is to meet regularly and provide thoughtful commentary based on history, economics, market practices, and SEC law. Our purpose is to provide advice on how best to improve securities markets and preserve and fortify the SEC, which throughout its 90-year history has demonstrated a remarkable ability to adjust – through statutory changes, rulemaking, and enforcement actions – to constantly evolving securities products and securities markets and broker-dealer, investment adviser, governance, and accounting practices.  We will reach out to other leading experts in academia and former SEC, state blue sky, and FINRA experts to help shape our policy statements. Our public statements will reflect the consensus of our shadow commission after appropriate review of draft documents and discussion but will not necessarily be unanimous.

As an initial statement, we congratulate Paul Atkins on his nomination to be the next SEC chair. Paul earlier served as an SEC commissioner and has worked at the SEC during both Democratic and Republican administrations. We recognize that he has the requisite experience, knowledge, and intelligence for the position. We reserve the right to disagree with policies that he may propose.  Since leaving the Commission in 2008, Paul founded Patomak Global Partners, which works with banks and investment companies on regulatory and compliance matters. He has urged “best practices” for crypto firms and is an adviser to the Digital Chamber.

We look forward to being a voice that will join others in seeking the wisest possible federal securities laws and policies.

Attachment A: Short Biographies of the Members

John Coates

John Coates is the John F. Cogan Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean for Finance and Strategic Initiatives, and is associated with the Harvard Law School Forum on Corporate Governance. At HLS and at Harvard Business School, he teaches corporate governance, M&A, finance, and related topics.

Professor Coates has served as General Counsel, Acting Director for the Division of Corporation Finance for the Securities and Exchange Commission, and Chair of the Investor-as-Owner Subcommittee of the Investor Advisory Committee of the SEC. Before joining Harvard, he was a partner at Wachtell, Lipton, Rosen & Katz, specializing in financial institutions and M&A.

Professor Coates has published numerous articles on securities regulation and corporate governance, as well as book on growth and concentration in the asset management industry, entitled The Problem of Twelve: When a Few Financial Institutions Control Everything.

John C. Coffee

John C. Coffee is the Adolf A. Berle Professor of Law at Columbia University Law School, where he is also director of the Center on Corporate Governance. He has been a visiting professor of law at Harvard, Stanford, Virginia and Michigan Law Schools, and began his teaching career at Georgetown University Law Center in 1976. Before that, he practiced law, as an associate, with Cravath, Swaine & Moore.

Among his books dealing with corporate and securities law are: GATEKEEPERS: The Professions and Corporate Governance (Oxford University Press 2006); ENTREPRENEURIAL LITIGATION: Its Rise, Fall, and Future (Harvard University Press 2012); CORPORATE CRIME AND PUNISHMENT: The Crisis of Underenforcement (Berrett-Koehler Publishers 2020). Professor Coffee is also the senior author of several legal casebooks, including: Coffee, Sale & Whitehead, SECURITIES REGULATION: Cases and Materials (15^th ed., Foundation Press 2024); Coffee, Gilson & Quinn, CASES AND MATERIALS ON CORPORATIONS (9^th ed. Aspen, 2023); and Klein, Coffee & Partnoy, BUSINESS ORGANIZATION AND FINANCE (11^th ed. Foundation Press 2010).

Professor Coffee also served as a Reporter to the American Law Institute for its Restatement-like project, PRINCIPLES OF CORPORATE GOVERNANCE: Analysis and Recommendations (1992) and also to the American Bar Association for its project on MINIMUM STANDARDS OF CRIMINAL JUSTICE (2^nd ed. 1980). He has also written a regular column on securities regulation for the New York Law Journal for over 30 years and is a founder of the Columbia Blue Sky Blog, a social media publication dealing with corporate and securities topics.

James D. Cox

James D. Cox is Brainerd Currie Professor of Law at Duke University School of Law. Professor Cox earned his B.S. from Arizona State University and law degrees at University of California, Hastings College of the Law (J.D.) And Harvard Law School (LL.M.). In 2001, he received an Honorary Doctorate of Mercature from the University of South Denmark. In addition to his texts Financial Information, Accounting and the Law, Corporations (with Hazen & O’Neal), Business Organizations Cases and Materials (with Eisenberg & Whitehead), and Securities Regulations: Cases and Materials (with Hillman, Langevoort & Lipton), Professor Cox has published extensively in the areas of market regulation and corporate governance, as well as having testified before the U.S. House and Senate on insider trading, class actions, and market reform issues. He served as a member of the corporate law drafting committees in California (1977-80) and North Carolina (1984-1993) and a member of the ABA Committee on Corporate Laws. He has also served as a consultant to the Kingdom of Saudi Arabia and more recently, conducted training programs for securities regulators in Bosnia, China and Thailand. His professional memberships include the American Law Institute, the PCAOB Standing Advisory Group, NYSE Legal Advisory Committee, the NASD Legal Advisory Board, and the Fulbright Law Discipline Review Committee.

Jill E. Fisch

Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Law School where she teaches and writes on corporate law, corporate governance, civil procedure and securities regulation. Professor Fisch is the recipient of a variety of teaching awards including the University’s Lindback Award for Distinguished Teaching.

Professor Fisch’s scholarship has appeared in the top law reviews including the Harvard Law Review, the Yale Law Journal, the Columbia Law Review, the Texas Law Review and the University of Pennsylvania Law Review. She is a Fellow of the European Corporate Governance Institute, a former member of the National Adjudicatory Council of the Financial Industry Regulatory Authority, and a former chair of the Committee on Corporation Law of the Association of the Bar of the City of New York. She has served as an Associate Reporter for its Restatement of the Law on Corporate Governance and as Chair of the Association of American Law Schools’ Section on Securities Regulation.

Prior to joining Penn, Professor Fisch was the T.J. Maloney Professor of Business Law at Fordham Law School. She previously practiced law as a trial attorney with the U.S. Department of Justice and as an associate at Cleary, Gottlieb, Steen & Hamilton. She holds a B.A. from Cornell University and a J.D. from Yale Law School.

Merritt Fox

Merritt Fox is the Arthur Levitt Professor of Law at Columbia Law School, where is also the Co-Director of the Program in the Law and Economics of Capital Markets and Co-Director of the Center for Law and Economic Studies.  Professor Fox is a graduate of Yale Law School, and he also received a Ph.D. in economics from Yale. Prior to entering academia, he practiced with the firm Cleary, Gottlieb, Steen & Hamilton in New York.  His teaching and research have centered in the areas of corporate and securities law and law and economics.  His books include THE NEW STOCK MARKET: LAW, ECONOMICS, AND POLICY (with Lawrence R. Glosten and Gabriel Rauterberg); CORPORATE GOVERNANCE LESSONS FROM TRANSITIONAL ECONOMIES  (co-edited with Michael Heller);  and FINANCE AND INDUSTRIAL PERFORMANCE IN A DYNAMIC ECONOMY: THEORY, PRACTICE. AND POLICY. He received an honorary doctorate in law from the University of Buenos Aires in 2019.

Joel Seligman

Joel Seligman is the Dean Emeritus and Professor at Washington University School of Law and President Emeritus at the University of Rochester. He is the author or co-author of 22 books, including an 11- volume treatise on Securities Regulation, co-written by the late Harvard Law Professor Louis Loss and former SEC Commissioner Troy Paredes. He has also co-written with Professor Loss and Troy Paredes an abridged two-volume treatise on Securities Regulation entitled Fundamentals of Securities Regulation, two histories of Securities and Financial Regulation entitled The Transformation of Wall Street: A History of the Securities and Exchange Commission and Modern Corporate Finance(3d ed. 2003) and Misalignment: The New Financial Order and the Failure of Financial Regulation (2020), a study of the Uniform Securities Act entitled The New Uniform Securities Act (2002), and approximately 50 law review articles.

He has served on the New York Stock Exchange Legal Advisory Committee, the National Association of Securities Dealers (NASD) Legal Advisory Board, the American Law Institute Corporate Governance Project, the Federal Reserve Board of New York Upstate Regional Advisory Board and as Director of Eastman Kodak Board, among other organizations. From 2004-2007, he was a member of the NASD Board of Governors and continued as a Governor ofFINRA from 2007-2015 when NASD merged with the New York Stock Exchange disciplinary body.

He was the Reporter for the National Conference on Uniform State Laws current Revision of the Uniform Securities Act (2002), the model state law adopted in approximately 20 states.

He chaired the U.S. Securities and Exchange Commission (SEC) Advisory Committee on Market Information.

Press Contacts

• Joel Seligman, Washington University Law School (585) 301-8410.
• John C. Coffee, Columbia University Law School (973) 762-5702.