J. Robert Brown Jr.

Last updated

Jay Brown is a law professor with specializations in corporations and corporate governance, business law, administrative law, and securities regulation. He currently teaches at the University of Denver Sturm College of Law.

Contents

Education

Brown earned a B.A. in Government in 1978 from the College of William & Mary, a J.D. from University of Maryland School of Law in 1980, and an M.A. and a Ph.D. in Government from Georgetown University in 1984 and 1993 respectively. His dissertation topic was "International Cooperation and Reform of the Japanese Financial Markets." [1]

Career

After holding brief teaching positions at Franklin & Marshall College and Dickinson School of Law, Brown joined the University of Denver in 1988, teaching in the law school and, for a period, in the school of international affairs. He was awarded a Fulbright Scholarship in 1997 and spent six months at the Kazakhstan Institute of Management. From 2000 to 2004, he was an associate dean for academic affairs at the law school. In 2009, he was a visiting professor at UC Hastings Law School. [1]

In August 2011, Brown commented on NPR about the SEC's destruction of documents related to dropped investigations. Brown was quoted as saying, "My initial take on this is it's a tempest in a teapot... What appears to be going on here is the SEC would look at a matter, decide not to bring a case and largely purge the file of documents." [2]

Publications

(not a comprehensive review of publications)
a/o 8/18/2011, Brown had a total of 35 entries on the blog archive going back to July 7, 2011, [4] including also certain related news items like "Commissioner Casey Steps Down", August 6, 2011, about the SEC's Casey stepping down August 5.

Related Research Articles

U.S. Securities and Exchange Commission Government agency overseeing stock exchanges

The U.S. Securities and Exchange Commission (SEC) is a large independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market manipulation.

Sarbanes–Oxley Act United States law covering finance and accountability

The Sarbanes–Oxley Act of 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" and more commonly called Sarbanes–Oxley or SOX, is a United States federal law that set new or expanded requirements for all U.S. public company boards, management and public accounting firms. A number of provisions of the Act also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation.

Corporate governance is the collection of mechanisms, processes and relations used by various parties to control and to operate a corporation. Governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation and include the rules and procedures for making decisions in corporate affairs. Corporate governance is necessary because of the possibility of conflicts of interests between stakeholders, primarily between shareholders and upper management or among shareholders.

Christopher Cox American lawyer and politician

Charles Christopher Cox is an American business leader and former Chairman of the U.S. Securities and Exchange Commission, a 17-year Republican member of the United States House of Representatives, and member of the White House staff in the Reagan Administration. Prior to his Washington service he was a practicing attorney, teacher, and entrepreneur. Following his retirement from government in 2009, he returned to law practice and currently serves as a director, trustee, and advisor to several for-profit and nonprofit organizations.

An audit committee is a committee of an organisation's board of directors which is responsible for oversight of the financial reporting process, selection of the independent auditor, and receipt of audit results both internal and external.

Corporate responsibility is a term which has come to characterize a family of professional disciplines intended to help a corporation stay competitive by maintaining accountability to its four main stakeholder groups: customers, employees, shareholders, and communities.

In business and accounting, information technology controls are specific activities performed by persons or systems designed to ensure that business objectives are met. They are a subset of an enterprise's internal control. IT control objectives relate to the confidentiality, integrity, and availability of data and the overall management of the IT function of the business enterprise. IT controls are often described in two categories: IT general controls (ITGC) and IT application controls. ITGC include controls over the Information Technology (IT) environment, computer operations, access to programs and data, program development and program changes. IT application controls refer to transaction processing controls, sometimes called "input-processing-output" controls. Information technology controls have been given increased prominence in corporations listed in the United States by the Sarbanes-Oxley Act. The COBIT Framework is a widely used framework promulgated by the IT Governance Institute, which defines a variety of ITGC and application control objectives and recommended evaluation approaches. IT departments in organizations are often led by a chief information officer (CIO), who is responsible for ensuring effective information technology controls are utilized.

United States securities regulation

Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA).

The Public Company Accounting Oversight Board (PCAOB) is a nonprofit corporation created by the Sarbanes–Oxley Act of 2002 to oversee the audits of public companies and other issuers in order to protect the interests of investors and further the public interest in the preparation of informative, accurate and independent audit reports. The PCAOB also oversees the audits of broker-dealers, including compliance reports filed pursuant to federal securities laws, to promote investor protection. All PCAOB rules and standards must be approved by the U.S. Securities and Exchange Commission (SEC).

The Keeping the Promise for a Strong Economy Act, 2002, also known as Bill 198, was an Ontario legislative bill effective April 7, 2003, which provides for regulation of securities issued in the province of Ontario. The legislation encompasses many areas. It is perhaps best known for clauses that provide equivalent legislation to the U.S. Sarbanes-Oxley Act (SarbOx) to protect investors by improving the accuracy and reliability of corporate disclosures. Thus, it is also known as the "Canadian Sarbanes-Oxley" Act or C-SOX (see-socks).

A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A, with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors.

A special purpose acquisition company, also known as a "blank check company", is a shell corporation listed on a stock exchange with the purpose of acquiring a private company, thus making it public without going through the traditional initial public offering process. According to the U.S. Securities and Exchange Commission (SEC), "A SPAC is created specifically to pool funds in order to finance a merger or acquisition opportunity within a set timeframe. The opportunity usually has yet to be identified". SPACs raised a record $82 billion in 2020, a period sometimes referred to as the "blank check boom".

An independent director is a director (member) of a board of directors who does not have a material or pecuniary relationship with company or related persons, except sitting fees. In the US, independent outsiders make up 66% of all boards and 72% of S&P 500 company boards, according to The Wall Street Journal.

David N. Feldman American lawyer

David N. Feldman, an American attorney specializing in small company finance, is author of Reverse Mergers: Taking a Company Public Without an IPO, published by Bloomberg Press in September 2006, Reverse Mergers and Other Alternatives to Traditional IPOs Second Edition, and coauthor of PIPES: A Guide to Private Investments in Public Equity, Revised and Updated Edition.

Sturm College of Law

The Sturm College of Law is the professional graduate law school of the University of Denver. It is one of two law schools in the state of Colorado. Founded in 1892, the Sturm College of Law was one of the first in America's Mountain West. The college is located on the University of Denver's campus, about seven miles south of downtown Denver. According to Denver Law's 2017 ABA-required disclosures, 67.9% of the Class of 2017 obtained full-time, long-term, JD-required employment nine months after graduation, excluding solo practitioners.

CalSTRS

The California State Teachers' Retirement System (CalSTRS) provides retirement, disability and survivor benefits for California's 965,000 prekindergarten through community college educators and their families. CalSTRS was established by law in 1913 and is part of the State of California's Government Operations Agency. As of September 2020, CalSTRS is the largest teachers' retirement fund in the United States. CalSTRS is also currently the eleventh largest public pension fund in the world. As of October 31, 2020, CalSTRS managed a portfolio worth $254.7 billion.

The National Association of Corporate Directors (NACD) is an independent, not-for-profit, section 501(c)(3) founded in 1977 and headquartered in Arlington, Virginia. NACD's membership includes the entire boards of 1,400+ corporations as well as several thousand individual members, for a total of more than 22,000 members. Membership is open to individuals serving on boards of public, private, and nonprofit organizations from both the United States and overseas. The organization is registered with the National Association of State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE Sponsors.

Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers, filers or registrants.

Jumpstart Our Business Startups Act

The Jumpstart Our Business Startups Act, or JOBS Act, is a law intended to encourage funding of small businesses in the United States by easing many of the country's securities regulations. It passed with bipartisan support, and was signed into law by President Barack Obama on April 5, 2012. Title III, also known as the CROWDFUND Act, has drawn the most public attention because it creates a way for companies to use crowdfunding to issue securities, something that was not previously permitted. Title II went into effect on September 23, 2013. On October 30, 2015, the SEC adopted final rules allowing Title III equity crowdfunding. These rules went into effect on May 16, 2016. Other titles of the Act had previously become effective in the years since the Act's passage.

Workiva

Workiva, Inc. is a global Software as a service (SaaS) company. It provides a cloud-based connected and reporting compliance platform that enables the use of connected data and automation of reporting across finance, accounting, risk, and compliance.

References

  1. 1 2 "CV: J. (Jay) Robert Brown Jr.", Sturm College of Law web page. Retrieved 2011-08-18.
  2. Johnson, Carrie, "SEC Documents Destroyed, Employee Tells Congress", National Public Radio (transcript and audio), August 18, 2011. Retrieved 2011-08-18.
  3. theracetothebottom.org: "About this site", web page. Retrieved 2011-08-18.
  4. "Entries by J Robert Brown Jr. (35)", web page. Retrieved 2011-08-18.