Division of Corporation Finance Director Meredith Cross to Leave SEC

The Securities and Exchange Commission today announced that Meredith B. Cross, Director of the Division of Corporation Finance, will leave the SEC at the end of the year to return to the private sector.

Ms. Cross has served as the Division’s Director since June 2009. She joined Chairman Mary Schapiro’s senior leadership team in the wake of the financial crisis and played a key role in the Chairman’s initiatives to rebuild the agency’s credibility, improve overall operations at the SEC, and build a more resilient, integrated program designed to foresee and reduce the likelihood of future crises in the securities markets.

As Director, Ms. Cross led a broad array of initiatives designed to enhance investor protection and restore investor confidence in the securities markets, address gaps in the regulatory landscape highlighted by the financial crisis, enhance the impact of the Division’s review of prospectuses, annual reports and other company filings, foster capital formation for smaller business, and develop additional expertise to better position the Division for the future. Among many major projects, Ms. Cross led the Division’s ongoing efforts to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act.

“Meredith has been an exceptional division director and a trusted adviser during this critical time at the Commission,” said Chairman Schapiro. “Because of the efforts of Meredith and her staff, investors today get better, more meaningful information about the companies they invest in. She understands that the SEC’s work matters for millions of Americans and she helped to improve the way the agency does its job.”

Ms. Cross said, “It has been an honor and a privilege to work with Chairman Schapiro, Chairman-designate Walter and the other members of the Commission, and the remarkably talented and committed staff in the Division of Corporation Finance and throughout the agency during this time of historic changes in our markets and the regulatory landscape. I am so proud of all we have accomplished together. With Chairman Schapiro’s support, we have been able to demonstrate time and time again that the Division’s disclosure review program makes a real difference in improving the quality of information that is available to investors. The Division’s rule-writing staff has worked tirelessly to produce top quality recommendations to implement the many legislative mandates and other rules that are critical to protecting investors and improving access to capital for issuers. And the many other members of the Division staff have skillfully provided the interpretations, training, administrative, technology, and other support that has been critical for the Division to accomplish so much. ”

During Ms. Cross’s tenure, the Division’s staff reviewed some of the most high-profile IPOs in history, significantly improving investors’ access to the information they need while allowing companies timely access to the capital markets. The Division established a program to perform continuous reviews of the largest financial services companies and recalibrated the review program to enhance effectiveness and efficiency of reviews of smaller companies.

Under Ms. Cross, the Division established new offices specifically focusing on large financial institutions, asset-backed securities and other structured products, and capital markets trends, which enable the Division to better identify and address issues that could significantly impact investors, issuers and markets in the future. Most recently, the Division created a new Office of Disclosure Standards to assess the outcomes of filing reviews and assist the Division in enhancing the review program in the future.

Ms. Cross and the Division staff also have worked closely with the SEC’s Advisory Committee on Small and Emerging Companies as it has provided advice to the Commission on matters relating to small company capital raising and regulatory requirements.

Ms. Cross testified before Congress on numerous occasions on a range of issues, including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.

Under Ms. Cross’s leadership, the Division recommended close to 60 rulemaking releases to the Commission for action, including:

• Adopting rules addressing say-on-pay votes, compensation committees and compensation advisers, proxy disclosure enhancements, and rules related to the process for shareholder nominations to corporate boards of directors and shareholder proposals related to that process. In addition, a broad review of the proxy process at U.S. public companies initiated through the publication of a concept release is ongoing.
   
• Adopting rules to address problems highlighted in the financial crisis related to asset-backed securities, including rules required by the Dodd-Frank Act regarding representations and warranties, due diligence and ongoing reporting by ABS issuers. Pending proposals build on the significant reforms adopted as Regulation AB in 2004 and include major changes to the offering process for asset-backed securities, required risk retention, and enhanced disclosures in offerings and on an ongoing basis, to better protect investors in the securitization market.
   
• Adopting a series of other rules required by the Dodd-Frank Act, such as specialized disclosure requirements with regard to conflict minerals, mine safety, and resource extraction, among others.
   
• Implementing rules and interpretations to address Securities Act and Exchange Act issues raised by the new regulatory regime for derivatives mandated by Title VII of the Dodd-Frank Act.

Following enactment of the JOBS Act in April 2012, Ms. Cross guided the Division’s efforts to quickly provide pragmatic guidance to issuers and their advisers about the Act. The Division immediately implemented procedures to allow for the confidential submission of registration statements by “emerging growth companies,” as contemplated by the JOBS Act, and promptly posted a series of “frequently asked questions” on matters related to the law’s IPO “on-ramp” provisions and changes to the requirements for Exchange Act registration and deregistration. The Division continues to work on rulemakings required by the JOBS Act.

The Division of Corporation Finance oversees the disclosures made to investors by more than 9,000 public issuers including registration statements for newly-offered securities, materials distributed in connection with business combination transactions, annual and quarterly filings, and proxy materials sent to shareholders for annual meetings. The Division provides interpretive assistance to companies and investors with respect to their obligations under the federal securities laws and develops rulemaking recommendations for the Commission.

Ms. Cross previously was a partner at Wilmer Cutler Pickering Hale and Dorr LLP in Washington D.C. from 1998 to 2009, advising clients on corporate and securities matters. She was involved with the full range of issues faced by public and private companies in capital raising and financial reporting. Ms. Cross worked in the SEC’s Division of Corporation Finance from 1990 to 1998, serving in a variety of capacities including Deputy Chief Counsel, Chief Counsel, Associate Director, and Deputy Director. Among other prior positions, Ms. Cross worked in the securities department of King & Spalding in Atlanta and served as a law clerk to Judge Albert Henderson of the U.S. Court of Appeals for the Eleventh Circuit in 1982 and 1983. She earned her undergraduate degree, cum laude, from Duke University in 1979, and her law degree in 1982 from Vanderbilt University Law School, where she was a member of the Vanderbilt Law Review and Order of the Coif.