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Jay Clayton

Sr Policy Advisor & Of Counsel

Jay Clayton

Sr Policy Advisor & Of Counsel
New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
[email protected]
Jay Clayton is a Senior Policy Advisor and Of Counsel to Sullivan & Cromwell. Mr. Clayton’s practice centers on corporate governance and financial regulatory matters, economic policy and government relations, and investigations. 
For over twenty five years, Mr. Clayton has advised domestic and international financial institutions, market participants and government officials on various significant strategic matters and policy issues, including the world’s second-largest IPO, various cross-border mergers in the telecom, airline and shipping sectors, the design and application of the Troubled Asset Relief Program (TARP), the design and application of the mortgage relief programs arising out of the $25 billion “robo-signing” settlement, and the U.S. government response to the COVID-19 pandemic. 
Mr. Clayton was Chair of the U.S. Securities and Exchange Commission from May 2017 to December 2020. Prior to his government service, Mr. Clayton was a member of the Sullivan & Cromwell management committee, co-managing partner of the Firm’s General Practice Group and co-head of its Cybersecurity Group. 

Government Service (SEC Chair 2017 – 2020)

As SEC Chair, Mr. Clayton focused on the interests of long-term investors and modernizing the function, regulation, and oversight of our equity and fixed income markets. These efforts included expanding investment opportunities for retail investors, increasing the standards of care required of brokers, and mandating more accessible fee disclosures. The Commission also processed disclosure filings and other administrative matters with increased efficiency and analytic rigor. 
During Mr. Clayton’s tenure, the Division of Enforcement, again focusing on the interests of investors, obtained the highest (FY2020) and second highest (FY2019) financial remedies and, importantly, returned $3.5 billion to harmed investors. Mr. Clayton and his senior leadership team made diversity, inclusion and opportunity a daily priority throughout the organization. These efforts included adoption of the Commission’s first Diversity and Inclusion Strategic Plan and an increased focus by the Commission’s Advisory Committees on diversity, inclusion and opportunity in the financial industry.

Under Chair Clayton’s leadership, the women and men of the SEC worked with their fellow federal financial regulators to address various unanticipated market developments and emerging risks, including the 2020 COVID-19 economic shock, the “ICO” euphoria and the digitization of securities and other assets, the Brexit and LIBOR transitions, and cybersecurity matters. Mr. Clayton was an active member of the Financial Stability Board, the International Organization of Securities Commissions, the Financial Stability Oversight Council, and the President’s Working Group on Financial Markets.
He also testified before Congress on over a dozen occasions, providing detailed, publicly-available testimony on the activities of the Commission, regulatory initiatives, cybersecurity and the state of financial markets.
A summary of SEC activity during Mr. Clayton’s tenure is available here.
Professional Experience 

Prior to Mr. Clayton’s government service, he spent over 20 years at Sullivan & Cromwell where he was a lead lawyer in an array of significant and complex M&A and capital markets transactions, as well as regulatory and governance matters, in the financial, telecoms, energy, transportation and ecommerce sectors. 
Mr. Clayton also advised a number of individuals in connection with their public and private investments as well as succession and transition matters.

A summary of Mr. Clayton’s work at Sullivan & Cromwell is available here.

Select Professional and Non-Profit Affiliations 
  • Apollo Global Management, Non-Executive Chair (2020- )
  • American Express Company, Board of Directors (2021- )
  • University of Pennsylvania, Adjunct Professor, Joint Appointment in the Wharton School of Business and the Carey Law School (2009-2016, 2020- )
  • Board of Trustees, Lehigh University (2020- )
  • CNBC, Contributor (2020- )
  • Advisory Committees/Boards of various private companies in the technology and financial services industries
  • National Association of Securities Professionals, Advisory Board (2020- )