“It’s a remarkable experience to see how rules get developed,” says Professor Larry Hamermesh
of the 18 months he spent working as senior special counsel with the Office of Chief Counsel of the Division of Corporation Finance of the Securities and Exchange Commission.
The Division of Corporation Finance seeks to ensure that investors have the necessary information to make informed investment decisions and provides interpretive assistance to companies on SEC rules and regulations. The office sought Professor Hamermesh out for his expertise in state laws, particularly Delaware corporate law.
He welcomed the chance to work with people who were “extremely knowledgeable about securities law.” Praising the staff for their “remarkable institutional perspective,” he adds, “Almost without exception, they’re very self-effacing, and yet they are required to take a broad view of policy. They don’t get to make policy, but they get to critique it.”
The time spent at the SEC provided Professor Hamermesh with a lot of insight into how agencies work, how rules are created, when rules are necessary, and how “what Congress does limits or expands what the agency can do.” He noted that one of the toughest tasks was “being sympathetic to the goals of legislation without doing violence to the words of the statute.”
“From seeing the people who do the hands-on-securities law, I think I have a much better prospective on what students in that area will be working on,” he says, adding that he will use the knowledge he gained to shape his teaching. He used the example of initial public offerings, saying that he dedicated a great deal of time to them in past classes, but that his time at the SEC taught him that while they are important, they make up only a relatively small portion of the transactional work of securities lawyers.
“I’m glad to be back,” concluded Professor Hamermesh. “This is a great job. It’s good working with students. It’s great to have the freedom to write and publish what I want, and not be limited by the needs of a client, whether an individual, a company, or a government agency.”