YouSaid · the spoken record

Robert Jackson

lines on the record: 120
first: 2019-11-15
most recent: 2019-11-15
sittings or episodes: 1
sources: podcast

Every line below is reproduced as it was said and linked to the record it came from. Nothing here is summarised or generated. Directory · Search · Corrections

“Exactly. I'll say something else. I have hope for this because direct listings have developed in the way that they have, in my view, thoughtfully, carefully. No one's pretending it's a solution to everything. The companies that are doing it are doing it carefully. I think we might get some more movement in that direction. But if we don't fundamentally rethink the private public balance, the idea that we're going to red tape cut ourselves out of this problem is it was always a fanciful theory and there's no evidence for it.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“I think that's right. And we can debate what it should be and what it should look and how we would scope it. It would require legislation. I'm all for that. But to continue to pretend that we can get people out of that market and into the public market, with an IPO process that charges a 7% tax, with...”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Yeah, I mean, I think we need to look back at what we did in the 90s on the private side and look at its real implications and stop pretending like cutting red tape on the public side is going to make a difference. We tried that. It was never a good theory, but we have evidence on it now and it doesn't work.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“The biggest issue is that we have very frothy, completely deregulated private capital markets with which an IPO market that was built 50 years ago cannot compete. And when I read stories about stock exchanges negotiating with CEOs to get rid of, hear them so desperate for listings. I think to myself, that is not a way that we are going to solve the IPO problem.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“I think that's not going to happen. Do you remember when Rupert Murdoch was tweeting in the middle of the night? That was good. That was fun for my object. I think they took his phone away from him. Give me that phone, Rubard.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“And that's why a lot of folks have said to me, hey, Rob, shouldn't you guys just ban it No, no, first of all, people have a very strong First Amendment interest in this kind of second of all, put that to one side. We've made a decision as a country that the solution to speech you don't like is more speech So it's not that I want to shut this down. What I want to do is channel it to valuable thoughtful comments on the future of the company. I think if you're a public company CEO tweeting the last thing that dumped into your mind, probably not a good idea. Because of the obligations that come with that office. When you have public investors. So that's why I think we need to clarify the rules here”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Making clear that that's not acceptable. I think the whole point of these mediums is to be immediate and not thoughtful. Like, I can't imagine. Let's go over this. I think in the case, I was fascinated with Jack Dorsey's tweets around political ads, which obviously had an impact on the finances of the company. Small, but it still was important. But that looked like it was well thought out, those series of tweets, I thought that would not. I was thinking, would this get him into trouble? And I thought, no, this was clearly vetted and thought was a very thoughtful group of statements.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Yeah, the board should have, maybe should have a role. Maybe there should be some oversight of that. Maybe there should be a review period. Maybe there should be not just the particular CEO, but the management team should be read into this so they can all understand what the implications might be. I could think of a lot of, there's a lot of options here. But what's not an option is to have someone use Twitter in a way that violates the 34 act. That's something we have to be against. And I think we've actually, in that case and others, we've done a good job getting out there and making clear that that's not acceptable.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So just give me the example to the degree that someone's going to say something that's got to do with the material non-public information.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So without, again, without saying anything about a particular case, we do have a lot of tools at our disposal and our enforcement people are really, really fantastic. Here's what I'd say. We should lay out the rules of the road for this. I mean, here, here's a CEO who has something he wants to say to the public. He's got a First Amendment right to speak to the public. We need to tell him or her how to do that in a way that complies with the securities laws. Now, let me just say that there's 80 years of rules here that we can rely on to help develop this. And I think good lawyers basically know where the rules are. But it's a new world in social media. You know that. We ought to help people understand the best way to use it.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So, what would you have if you were doing that? So, people use social media, obviously, the president uses it, all kinds of people use it. But when it comes to companies, it can create one real confusion. And they could also be supported. You know, I see the rise of bots attacking companies, which I think creating false rumors, creating chaos in the market. Even a small, would have someone said, Oh, look, here's Bob Eiger, you know, whatever, some terrible negative thing, which isn't true that gets Purchase, for example. Do you guys have the ability to fight that going forward, seeing what's happened in the government?”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Was an unusual set of circumstances. I agree with you, but it can't be the case that you signed a deal with us on day one, 30 days later, change your mind and do something else. We can't have it.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“We ended up settling that second case, and I objected to the settlement. And I'll tell you why. If you make a deal with the U.S. Securities and Exchange Commission signed off on it, And you need to be held to the deal you struck. And if you're not, we can should, and in that case we did, bring a contempt motion. And I would have thought that would be the appropriate result. So it's very rare that I talk about enforcement. I mean, I got to tell you, the people in my agency, there's 4,000 hardworking people who dedicate their career to this space. The enforcement directors, Stefan Vakey and Steve Peak, and they work like hell on these cases. So I very rarely go public. But in this case, I thought someone should say to that particular CEO, hey, you cut a deal with us, you have to follow the deal.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Oh, so enforcement matters are hard for me to talk about, but I did make a public statement about this. You're right. We had a settlement with Mr. Musk that required him to share his public, his social media statements with an advisor to make sure that they comply with the securities laws. And then he did another one and he didn't do that.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“It's not their short term decision. Sometimes short-term decisions are good ones. You know what I mean? It's sort of pilloried a lot. But at the same time, if you're actually thinking your words are going to be on the front of the New York Times, it matters what you do. And I don't think you do things less good. I just think you have more control on you. I'm thinking of Elon Musk and his state, although he'll do it in public-private. It doesn't matter what. Can we finish up talking about that? How did that end for you all? You guys really wrangled back and forth.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Right, because they do have to face the music at some point. I agree with you. I think WeWork was like wait, we can't do this. And I think a lot of people are thinking twice about why not just stay. And what it does, it imposes lack of discipline on these companies, because if they are, they don't, they stay private. They take too long and therefore they don't feel the scrutiny. And then secondly, they don't.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“All that stuff can be very valuable. Now, I personally think, you know, as an SEC commissioner and someone who's taken some companies public, there's no substitute for being a U.S. public company. Kara, I go around the world in this job, and one of the things every jurisdiction tells me is how do we make our markets look like yours? The deepest, most liquid capital markets in the world. How do we do that? So there's real value to going public in the United States. But the bottom line is when we deregulated private markets, we made that so easy that we shouldn't be surprised that we have fewer companies that want to be a part of our public market.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Why not? Cara. Private markets are frothy? They're easy to negotiate. There's lots of dry powder. Sometimes private markets offer something very valuable, which is they'll fund that's funding you will come onto your board, give you some expertise.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Well, but this is the problem. This is why when my colleagues say, hey, Rob, let's cut some red tape and create IPOs. I'm like, as frothy as Silicon Valley money is right. That's all you want. Yeah, come on. This is not. My problem with that, I think the SEC and the government gets in trouble. When we tell people we're going to solve a problem, we do the thing we're planning to do, and then we don't solve it. And I'm afraid that we're going to tell people we're going to solve this IPO thing. We're going to cut some red tape and make management happy. We're going to turn around in five years and there's going to be no more public companies. And people are going to be upset that we sold them a story that's not right.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“And I'm delighted to see the public market pushing back on high valuations. And I'm hopeful that that's going to reverberate back into the private markets.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So I think there's a lot of explanations. I happen to agree with that one. But here's what I'll say. It's very important and good to see the public market having some discipline.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So much for this muffler, right? We're not gonna, which is an old ad in New York when you live in New York. So, how do you justify the differences between the public and private valuations? That to me is why they don't want to go public.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“About the valuations being so out of sync. I was just talking again about with a bunch of the numbers that they have at private valuations, which can be anything. They could make 1,100,000, whatever. They just make it up. At some point, someone was like, we're worth this. I'm like, you just made that up. They're like, what? I'm like, you made it up. Like, I'd love to know what went into that pie, but it was not good ingredients. But the numbers are quite different. Like, look, Uber, will they have an economic problem? They have an economic problem that their business isn't economically viable at this moment. Slack has had problems versus the private valuation to the public valuation. The public markets seem to at least be going, no, like that's not what these numbers tell us. It may be very much a promising company like an Uber or a Slack or something like that, but we're not going to pay.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“And because of that, it was a lot of dry powder chasing a lot of yield and looking for yield. And because that's true, we can't expect public companies to be attractive. And it's got nothing to do with red tape. It's got to do with the market dynamics we set up that we need to grab.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“That's right. When I was a banker, if you wanted to raise $500 million, to do that, you had to ring the bell. Now you can, you had to go to the New York Stock Exchange and do an IPO. I was your only way to do that. Now you can make a wrong turn on Sandhill Road. Pick up 500 million. That's”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“And it's very frothy out there. And that's why private markets rose. It shouldn't surprise anybody. We did the jobs act. People said there'll be a torrent of IPOs. Never happened. Of course it didn't because private money is cheap and easy.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“But man, those lawyers, I mean, come on, said no one ever, right? This is like a good talking point for the chamber or whatever. There is no evidence to support this thought. My view is what really happened is in the late night, and there's a nice new paper showing this, Cara. In the late 90s, we deregulated private markets, made it real easy to raise a lot of money.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“To me, that's a very interesting dynamic because in Washington right now, the discussion about that goes like this. The reason companies stay private is red tape, going public so expensive. You know, the lawyers, the accountants, man, it's hard. I have never in my life been in a boardroom where people say, you know, I'd love to do an IPO.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Except an IPO. So, where do you imagine it going? People, of course, staying non public for a long time. That's one of the things, again, people have criticized that these companies stayed private too long.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Well, you set up a diligence process that's more efficient. And that requires a little less of the company. And the exchanges can and should do things to encourage this. And here they have financial incentives to do it. Because as you said earlier, they want more listings. That's right. So there are changes we can make. I just got to say it's astonishing that everything.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“There's lots of ways we could go about it. Expanding direct listing such that they work for companies that don't have that kind of brand name might be one way. There's a whole bunch of...”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Exactly. The diligence process behind an IPO is not so necessary because everyone knows who you are. Direct listings are not a complete solution to this problem. Because what we really need to do is help the mid and small size companies. I'll play it to you this way. If direct listings are a solution for companies that are going to raise $5,000, $7, $10 billion, they're not really a solution. We need a solution for companies that are raising $300,000, $400,000, $500 million”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“On the nose For 97% of IPOs last year that raised less than a billion, you pay 7% on the nose. If you're Facebook, you can negotiate it. But if you're a mid-sized company, you pay Wall Street a tax of 7% to go public. It's astonishing to me that we've never innovated around that. And that's why I think direct listings are interesting. But I want to add a little thought for you here. Direct listings work for big, well-known companies. They work if you're Spotify. They work if you're a big brand that everybody knows. If you're a smaller”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“I think that's right. I think it's exciting. So let me just say when I was a banker in the 90s, I did IPOs. I had a beaver. I didn't have an iPhone. Yeah, I heard it. I carried around a pager. At the time, when we took a company public, if you were raising less than a billion dollars, we charged you 7% exactly to take you public, not six and a half, not seven and a half, seven on the nose, and we never bargained. We never negotiated that. When I got to the SEC 20 years later, I said to my economist, hey, dig into this. Tell me. Carol, let me ask you if I were to ask No, it's still seven”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“All right, so going into the IPO season, how do you look? How is the SEC position? There's going to be a mixed bag with IPOs in general for tech and many others, actually. How do you look at changes in IPOs and how they're done, direct listings and others? Some people have used them quite effectively. I think Spotify has Spotify and Slack not doing so well. Slack, I think Spotify is doing okay. Talk a little bit about the changes now because Tech did sort of innovate new kinds of ways to do public offerings, the most recent group of people who have done that.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“I'd like to think that these companies and their council will look back on the last couple of years and think it's making the story about us worse that we have no accountability.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“See, if I were Mr. Bezos, I would think that actually gives me another deeper level of legitimacy. I am approved by my investors. I don't need to be shielded from accountability. Bring it on. I have a good story to tell.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“You know, it's funny. Jeff Bezos didn't have it. Apple doesn't have there's lots of innovative companies that don't have it. You don't need dual class to persuade your shareholders. All you need is the ability, a business plan that makes sense.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Well, actually, there have been a couple of bills introduced. I'd like to think, look, over the last year and a half, I've heard every possible defense of dual class. I have not heard anything convincing from intergenerational perpetual control of companies. I hope that some folks in the bar and elsewhere will come forward and say, you know what, this is not a reasonable thing and provide support for it. And by the way, there's some evidence that companies are moving in that direction. So some companies in public do have a sunset, do have a moment of accountability. Hopefully the market moves in that direction, but I would be very...”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“I think they're competent too But wouldn't it be better if an answer to your question when you said, hey, didn't you get your job by being born? He could say, actually, no, I got my job by election of the shareholders. Now, they only elected me once because we're mission driven, because our family has a vision. But wouldn't it be better for them to say I carry the stamp of approval of the millions of investors I serve? I think that'd be better for that CEO to say nothing of the company”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“I wouldn't want to be in the business of defining that. What I'd say is even that family has to have a moment of accountability.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“What about the idea that investors, like I'm thinking of News Corp as a good example or some of these newspaper companies where that has been the case where kids do take over? I often am in discussions with some of these people and they start lecturing me about things. I'm like, didn't you get your job by being born? Like I don't see how that makes any sense whatsoever. Some of them are quite competent. Some of them are quite competent and have a feeling of. I'm thinking of the New York Times, they're quite competent and they have a feeling of mission. They're mission-driven companies. Should they be different if you're a mission-driven company? I guess who defines that?”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“No, I never met But here's what I'll say it should be up to the investors. If they want to continue with that system, fair enough. That's not my call.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Well, they can get it, but there has to be a shareholder vote first. Ask the investors is this the right leader? Hey, look, maybe it turns out his kid's a genius, in which case that the shareholders want to give that guy control?”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So, frankly, what we need, we need some legislation that will empower the SEC to make rules in this area, or that just set a rule. And what that rule should say in my humble view, it shouldn't prescribe, I don't think it should name five years, seven years, or it should just say, you, the company, pick your moment for accountability. Maybe it's 10 years from now, maybe it's when Mark Zuckerberg passes on. You pick the moment. The answer cannot be. The only thing you can't do is never have accountability. And I think that's a good place to start.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Number one, number two, the indexes are where ordinary families put their money because we tell them to. We say diversify, be in the SP 500. Let me ask you, Kara, is it a good idea to leave out some of the highest growth companies from the ordinary portfolio of a family in America? Like, I don't feel like at this moment, we need more of a sense that financial markets work for some people and not you.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“But they have their own problems. So, for example, there's a big public company stock indexes. The SP 500, the Russell 3000, they've begun to say they're not going to admit new dual class stocks. So they're putting pressure back on companies. But that's not such a great solution. And I'll tell you why.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Really do Look, I think that BlackRock, CII, that crew really thinks that intergenerational control of public companies is unacceptable. That's certainly what the petition says. And the idea that the exchanges would be the ones to do this, it's just not in their financial interest. Now, there are other entities that are stepping up”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So there's a petition right now filed by BlackRock and the Council of Institutional Investors before both the New York Stock Exchange and NASDAQ. The petition's over a year old. What do you think has happened so far?”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“All right, we're talking with Robert Jackson, he's the commissioner of the SEC. I want to talk about solutions to that, to what's where it's gonna go, dual class, such, and some other things around IPOs, sort of the changes as we move forward. We're here with Robert Jackson, the Commissioner of the SEC. So we were talking about dual class lecturer and what happens to it. Is there any way it would change? Is there a limit, like five years, is there a number? You say five. It shows to be ineffective after five years.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT