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U.S. Securities and Exchange Commission

Statement Regarding Milton Cohen

U.S. Securities and Exchange Commission

William H. Donaldson, Chairman
Cynthia A. Glassman
Harvey J. Goldschmid
Paul S. Atkins
Roel C. Campos

Washington, D.C.
Tuesday, November 2, 2004

The Commission notes with great sadness the death on Saturday, October 30, of Milton Cohen, one of the seminal figures in the history of the S.E.C. In a professional career that spanned seven decades, Mr. Cohen made numerous lasting contributions to the American capital markets and this country’s system for regulation of these markets.

Mr. Cohen came to the Commission in 1935, almost at its inception. He rapidly advanced through the ranks of the staff and in 1943 became the Director of the Division of Corporate Regulation, the largest division at the Commission. In this position he was at the forefront of the Commission’s decade-long program to reorganize and consolidate the nation’s utility industry into a series of regional holding companies that would provide the entire nation with low cost and efficient electricity service.

In 1961, after nearly two decades in private practice in Chicago, SEC Chairman William Cary recruited Mr. Cohen to return to Washington as the Director of a Congressionally mandated comprehensive review of the nation’s securities markets and the Federal regulatory system to oversee these markets. Eighteen months later, Mr. Cohen’s 65 member team published a six volume report that became the foundation for the creation of today’s integrated national market system, as well as the Commission’s regulatory blueprint for the next two decades.

A few years later, in 1966, Mr. Cohen published in the Harvard Law Review an article entitled “Truth in Securities Revisited”, in which he argued for the creation of a system of continuous corporate disclosure integrating the disclosure requirements of the Securities Act of 1933 into the requirements of the Securities Exchange Act of 1934. Mr. Cohen’s article once again became the intellectual touchstone for the Commission’s efforts to build and implement a truly integrated corporate disclosure system. As a testament to the continuing vitality of his ideas, the Commission last week in its public meeting voted to propose substantial amendments to its current regulatory requirements and acknowledged their origin, more than thirty years ago, in Mr. Cohen’s writing.

Mr. Cohen’s career exemplified a rare combination of legal genius, imagination and dedication to public policy. His achievements will serve as an inspiration and a model to current and future generations of S.E.C. staff. His ideas will continue to guide the work of this Commission. All who knew him will remember him with great respect and affection. The Commission and staff extend their deepest sympathy to his family and many friends.

By the Commission



Modified: 11/03/2004