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U.S. Securities and Exchange Commission

John White, Director of Division of Corporation Finance, to Leave SEC After Leading Unprecedented Rulemaking to Enhance Disclosure to Investors


Washington, D.C., Nov. 6, 2008 — The Securities and Exchange Commission announced today that John W. White, Director of the Division of Corporation Finance, will leave the agency at the end of this year after successfully leading the Division through one of the most significant and prolific rulemaking periods in its history to improve and modernize disclosure to investors.

Since joining the agency in March 2006, Mr. White helped the SEC meet the challenges of increasing globalization of the capital markets and utilize rapidly changing technology for the benefit of investors. He particularly guided the SEC's accomplishments in several areas:

  • Implementing sweeping changes in executive and director compensation disclosure to provide investors with clearer and more comprehensive information about how much companies are paying their executives and why.
  • Improving implementation of Sarbanes-Oxley Act Section 404 internal control requirements by providing new management guidance and approving a new auditing standard to increase the accuracy of financial reports while reducing unnecessary costs.
  • Promoting comparability and utility of financial reporting by accepting the use of International Financial Reporting Standards (IFRS) by foreign issuers and consideration of the use of IFRS by U.S. issuers.
  • Exploiting technology across the agency's rulemaking to increase transparency and facilitate investor communication, including through interactive data financial reporting, electronic delivery of proxy materials, and disclosure of information through corporate Web sites.

Mr. White also played an integral role in the SEC's response to recent market events, ensuring that the Division acted swiftly and appropriately to facilitate strategic transactions and access to capital for public companies. In addition, under his leadership, the Division has asked financial institutions to enhance disclosure regarding off-balance sheet arrangements and the application of fair value to financial instruments.

"John White's leadership of the Division of Corporation Finance has resulted in many substantial achievements for investor protection," said SEC Chairman Christopher Cox. "Thanks to his visionary work, investors for the first time are able to see the full amount that top executives are paid, and they are gaining far greater access to corporate disclosure through the introduction of interactive data and the availability of searchable information on the Web for proxy statements and other filings. John's work has increased transparency for investors when that is what our markets have needed most. The SEC and America's investors could not have had a better leader during these challenging times."

Mr. White said, "I am honored to have had the opportunity to lead the Division of Corporation Finance during this time of globalization, technological change, and recent market challenges. It has been a privilege to serve under Chairman Cox and the other members of the Commission and alongside the agency's talented and dedicated staff — they are among the government's finest. The Division of Corporation Finance has a long and proud tradition of excellence, and I am grateful to have been a part of that tradition over the past few years."

Mr. White brought his expertise, commitment, and leadership to a broad array of groundbreaking SEC disclosure, financial reporting, and international initiatives, recommending more than 60 rulemaking releases to the Commission for action since March 2006.

Executive Compensation. After leading the Commission's 2006 adoption of far-reaching changes in executive and director compensation disclosure, Mr. White then focused the Division's efforts on ensuring effective implementation of the new requirements, conducting a detailed review of 350 companies' first-year disclosures under the new rules, publishing a report sharing the staff's observations, providing implementation guidance in Division interpretations and speeches and, most recently, preparing for upcoming disclosures triggered by market events and the new Troubled Asset Relief Program.

Sarbanes-Oxley Act Section 404. Mr. White was instrumental in crafting the "next steps" plan the Commission announced in May 2006 to improve implementation of Section 404. He worked with the Commission as well as the PCAOB board members and staff to roll out this plan, under which the Commission issued for the first time guidance regarding management's report on internal control over financial reporting, worked with the PCAOB to issue a new audit standard for internal controls, and phased in the Commission's rules implementing Section 404 to accommodate smaller companies.

Globalization. Mr. White has helped the SEC meet the challenges of the globalization of securities markets and the growing movement toward international accounting standards. In addition to spearheading the Commission's groundbreaking adoption of new rules to accept IFRS from foreign issuers, Mr. White led the Division in developing the recommendation of a multi-year roadmap for use of IFRS by U.S. issuers.

Mr. White also led the Division staff in four Commission rulemaking projects that modernized many of the Commission's requirements that apply to foreign issuers and U.S. investors in foreign companies. These efforts included the simplification of deregistration by foreign issuers, improvements to the cross-border tender offer rules to facilitate participation by U.S. investors, enhancements to the foreign issuer reporting regime, and revision of the exemption from registration for foreign private issuers.

Technology. Throughout his tenure, Mr. White focused on effectively exploiting advances in technology to improve disclosure and investor access. In addition to helping facilitate the Commission's publication of a proposal that all U.S. public companies use interactive data in their filings, he also led Commission actions on electronic delivery of proxy materials and disclosure of information through corporate Web sites. Mr. White worked closely with the SEC's Advisory Committee on Improvements to Financial Reporting (CIFiR) in development of CIFiR's recommendations, and has guided the process of implementing these recommendations. His contributions also were invaluable in the development of the SEC's 21st Century Disclosure Initiative.

In addition, under Mr. White's leadership, the Division responded to recommendations of the SEC's Advisory Committee on Smaller Public Companies, with the Commission substantially updating and streamlining its rules concerning private offerings and capital raising and reporting by smaller public companies. He also led the Division in crafting proposed updates to the Commission's oil and gas reporting requirements to reflect changes in technology and industry practice.

Mr. White focused particularly on the Division's statutory responsibilities as well as the transparency of its operations. Under his leadership, the Division successfully met its mandate under Sarbanes-Oxley to review on a regular and systematic basis the disclosures of the approximately 12,000 reporting companies it oversees, with 5,000 reviews in the most recent year. Mr. White also brought greater transparency to the work of the Division by leading efforts to consolidate, revise, and update hundreds of Division interpretations, re-launch its Web page, provide electronic access to a vast array of new information, and publish guidance on the review process for reporting companies and accessing Division resources.

Mr. White will rejoin the law firm of Cravath, Swaine & Moore LLP as a partner in its New York office. Prior to coming to the SEC, during more than 25 years as a partner at Cravath, he represented public companies and financial advisors on a wide variety of matters including public financings, public reporting obligations, corporate governance issues, restatements, and other financial crises. Mr. White earned a B.S. in Accounting with honors from the University of Virginia in 1970. In 1973, he received his J.D. magna cum laude from New York University School of Law. Mr. White currently serves as Chairman of the Securities Regulation Institute, sponsored by Northwestern University School of Law.

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Modified: 11/06/2008