Director Jim Moloney: Let the Free Markets be Free

**Jim Moloney** (0:00)
This is a time where I think the rules are going to be updated, they're going to be changed, and the world is going to change as a result. We have something like 22 plus on our RegFlex agenda. We simply can't sit still and assume that what was developed 50 years ago, 80 years ago, still holds true today.
The laws, the rules need to be updated and addressing the new technology. We want to facilitate entrepreneurs in coming forth with their ideas to build these business models. Let the free markets be free.

**Paul Atkins** (0:36)
Hello, I'm Paul Atkins, Chairman of the Securities and Exchange Commission, speaking to you from our headquarters here in Washington, DC.
In today's episode, I'm pleased to share a thoughtful discussion with SEC's Director of our Division of Corporation Finance, Jim Moloney. Jim is a well-respected leader at the agency whose wealth of knowledge and depth of experience will make this conversation especially insightful. So, let's get started. Jim, welcome to our session here. I look forward to chatting with you for a few minutes.

**Jim Moloney** (1:11)
Thank you, Chairman. May I call you Paul?

**Paul Atkins** (1:13)
Of course.

**Jim Moloney** (1:14)
All right. Thank you. Well, first, I just want to say what a pleasure it is to be here, and not just here today talking to you, but in the division, in the SEC, in Washington at such a monumental time.
This is a time where I think the rules are going to be updated, they're going to be changed, and the world is going to change as a result. So I really appreciate you having the confidence in bringing me back after my years here back in the 90s. I know you were here as well, and bringing someone back like myself has just been such a treat. I've been here six months now, and it's just been wonderful.

**Paul Atkins** (1:52)
Good. So what exactly brought you back here? Because obviously you just said it's not your first rodeo here at the SEC.

**Jim Moloney** (1:59)
Well, I did six years in CorpFend. One of my claims to fame at the time was Regulation MA, which at the time was deregulatory.

**Paul Atkins** (2:08)
MA for?

**Jim Moloney** (2:09)
Mergers and acquisitions, yes. And at the time I was a young pup, and I was the rule maker, the scribe writing the rules, updating them. This was the Williams Act, and it was what governs business combinations, mergers, tender offers, and proxy solicitations.
And at the time, it was a great opportunity, and that is what launched my career. And then I went out to the West Coast, I worked in private practice, big law for 26 years. And I got, I did that mostly to see what's really happening in the outside world because anybody can write rules. But unless you've been on the outside and seen how they are used, applied in practice, you don't really have that full perspective. So over the last 26 years at a law firm on the West Coast, I got to see that. And then, lo and behold, I think it was sometime middle last year, I got the phone call which said, would you like to throw your name in the hat?
And I had to have some long conversations with the spouse, my wife, Erin, and the opportunity was one I just couldn't pass up. And so a couple of interviews later, I came in onboarded late last year. It seemed like right at the beginning of the shutdown. And that was some difficult times, as you know, because we were here, but we really couldn't do very much without the full team. And here we are, you know, now with the full team back, fully engaged, and we are operating on all cylinders. So what brought me back? I think it was the opportunity to be here, to work with you and the other bright, intelligent staff and commissioners. It's just such a wonderful time.

**Paul Atkins** (3:48)
Yeah, well, I really appreciate your coming out and moving across the continent to do so. And so you're doing a great job, so I'm really counting on you. So let's talk a little bit about your work. And because we have our work cut out for us this year, we have a lot of things to do on our agenda. So why don't we talk a little bit about the role of the Division of Corporation Finance? You know, what does it do here at the SEC? How big is it? And, you know, what are your real tasks?

**Jim Moloney** (4:18)
Yeah, for those who may not be familiar, I think most lawyers who practice before the SEC know. But for those who don't, the Division of Corporation Finance is one of five or six divisions. And we basically regulate. We are, I'd like to think of it as compliance. There's a lot of rules on the books.