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

“Depends. The rule has a definition about whether it's substantially similar, but the short answer is no. So here's the problem with this. It would be one thing if we were just targeting proposals that we could see in the data were annoying or value destroying. Right. There's an argument for that.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“That's right. If you didn't get 3% or 6% after two years, they would take your proposal off the ballot. If you don't hit 25% by the third year, You're gone”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Not just to you, so for about 30 years, the academic literature has suggested that activists add value because they hold management's feet to the fire. And it's not like we have too much CEO accountability in corporate America today. So they provide a valuable service. The second set of rule changes that my colleagues would impose would take proposals off the ballot that don't get a certain amount of shareholder votes in support of it.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Right. All right. So that was one, and that sort of hinders activist shareholders. And there's lots of them. What it's fighting against if you were on that side is that there's a lot of activist shareholders that come in and drive CEOs crazy. Which are to me good, as far as I can tell.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Kara, put yourself in this situation, you're a proxy advisor. You have to choose to recommend against or for the CEO. Recommend for the CEO Nothing Happens Recommend against the CEO you got to check with him first you got to talk to his lawyers you got to let include all his objections makes it a lot easier to just recommend with the CEO right which will be the result from these rules I think”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“That's the idea. And what my colleagues would require now is proxy advisors have to check with the management of the company before they give investors advice about how to vote.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“But there's a lot of them in tech. There's not as many as there are in other places, but there's been quite a few. And what happens, there was one at Microsoft, there was a bunch of proxy advisors when certain proposals are updated, they tell a vast amount of shareholders, most of whom aren't paying attention, really, what to vote. And they do a lot of investigation. They tend to go with something. They don't typically vote against the CEO. They tend to give people just decent independent advice. That's the way it's supposed to set up.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Proxy advisors have been around for a long time. And the sort of big CEO organizations, this is their number one enemy. They hate proxy advisors because they sometimes have the temerity to recommend shareholders vote against the CEO. So, my colleagues passed a series of changes that basically would tax any proxy advisor that gives advice against the CEO's interest. Because if you do give advice, that's against management. You have to go through a series of hoops that my colleagues are proposing to impose. And I couldn't join that because I don't know why.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So my colleagues made two rule changes I just couldn't agree with. The first is there are certain firms called proxy advisors. Tells shareholders how to vote their shares”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Had a big open meeting on a subject near and dear to my heart, which is the power of shareholders to hold CEOs to account.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“All right, talk a little bit about those because again, these are supposedly non partisans, nothing's nonpartisan anymore, but the FEC and the center is supposed to work, SEC are supposed to work this way. Talk about where we are right now. Now you have a full SEC. Guys are wrangling over what issues.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Right. So my colleague Kara Stein, who preceded me, ran out of time last January. It took a little while to get her replaced, and in that six month time, my colleagues at the SEC passed a number of rules, and I was the sole dissenter from those rules, rules having to do with accounting oversight, rules having to do with protecting investors from brokers who engage in predatory practices. And those were votes that I lost three to one.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Could or the Senate right now, I think, is working on finding my successor. Then they'll make a recommendation to the White House who'll send it over to the Senate. And I'm hopeful that they'll get somebody through soon.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“All right, and so you came in here in a midterm, taking someone else's slot, who had left. And you got through the Senate right now, your term runs out and there's nobody in line yet, or it can't pass the Senate, or what is the, or you could be renewed for another few years, correct?”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Corporate law and corporate finance. All right. It's a funny course at Columbia. I have a course called Investment Banking, where I try to teach lawyers how to think like finance professionals. Because one of those things that shocked me. I mean, I started out at Bear Stearns before I went to law school. It shocked me how little lawyers knew about the way bankers thought about their job. Something I tried to do was let law students know that they could, if they wanted to be good servants to their clients, they had to learn how they thought And that was what that course was about.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“And before that, Written about corporate governance for a long time and wasn't at all on my agenda. SEC commissioner. Before that, I've been a corporate lawyer, an investment banker, and I actually had just been writing about the SEC because I saw things that surprised me in terms of market failures and the way the market wasn't really working. So when I got the call asking if I'd be interested, I mean, look, my view has always been it's an honor to serve your country. And I thought it would be a fun job to pursue. But this was not something I had on my radar.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So it's funny, my background, I'm a politically, I'm an independent. And I was selected for this role. Senator Recommended me to the White House. I'd previously been a law professor. And I actually had written about”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Well, it depends on the chairman. Historically, they've become political independents, but they often have had a political history or a set of views.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“So let's set the state of where you came from and how you're here because your commission runs out in June. Is that correct? So you took the place of someone. That's right. All right. Explain so people don't understand how commissioners are, we just had the FEC chairwoman Ellen Weintraub in, and she explained how it works. I'm trying to get people a sense of how this works. There are how many commissioners in total? Five. Five. Absolutely. And there's a chairman. That's right. All right. And today is an independent chairman right now. Is that correct?”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT
“Hi, I'm Kara Swisher, editor at large of Recode. You may know me as the person secretly running Elon Musk's Twitter account, but in my spare time, I'm just a reporter and you're listening to Recode Decode, a podcast about power change and the people you need to know around the tech industry. We're part of the Vox Media Podcast Network. Today in the red chair is Robert Jackson, a commissioner on the U.S. Securities and Exchange Commission. He was appointed by President Trump in 2018 in January to fill a slot, and he was most recently a professor of law at NYU. And one of the big tech issues that he's had to contend with is dual-class stock, which gives founders the ability to insulate themselves even when their company goes public. We'll talk about that and the state of tech IPOs and much more. Commissioner Jackson, welcome to Reco.”
2019-11-15 · Decoder with Nilay Patel · Recode Decode: SEC Commissioner Robert Jackson · IDENTIFIED FROM THE TRANSCRIPT