[ by Howard Haykin ]

The SEC on Tuesday announced that Meredith Cross, Director of the Division of Corporation Finance, will leave the SEC at year-end to return to the private sector.  Ms. Cross has served as the Division’s Director since June 2009, joining Mary Schapiro’s senior leadership team immediately following the winding down of the credit crisis.

Meredith played a key role in the Chairman Schapiro's initiatives to rebuild the agency’s credibility, improve its overall operations, and build a more resilient, integrated program designed to foresee and reduce the likelihood of future crises in the securities markets.

Career Leading Up to Joining the SEC.   From 1998 to 2009, Ms. Cross was a partner at Wilmer Cutler Pickering Hale and Dorr LLP in Washington D.C.  There she advised clients on corporate and securities matters, and was involved with a full range of issues faced by public and private companies in capital raising and financial reporting. 

Meredith began her first tour of duty with the SEC’s Division of Corporation Finance in 1990.  Through 1998, she served in a variety of capacities, including Deputy Chief Counsel, Chief Counsel, Associate Director, and Deputy Director. 

Prior to 1990, Ms. worked in the securities department Atlanta office of King & Spalding.and served as a law clerk to Judge Albert Henderson of the U.S. Court of Appeals for the Eleventh Circuit (1982-19830.  She earned her undergraduate degree, cum laude, from Duke in 1979, and her law degree in 1982 from Vanderbilt Law, where she was attained the honors as a member of the Vanderbilt Law Review and Order of the Coif.

As CorpFin Director, Ms. Cross ...  led a broad array of initiatives designed to enhance investor protection and restore investor confidence in the securities markets, address gaps in the regulatory landscape highlighted by the financial crisis, enhance the impact of the Division’s review of prospectuses, annual reports and other company filings, foster capital formation for smaller business, and develop additional expertise to better position the Division for the future. She was active in the implementation of the Dodd-Frank Reform Act and the JOBS Act.

Highlights during Ms. Cross’s tenure:

• oversaw some of the most high-profile IPOs in history;
• significantly improving investors’ access to information;
• established a program to perform continuous reviews of the largest financial services companies; and,
• recalibrated the review program to enhance effectiveness and efficiency of reviews of smaller companies.
• CorpFin Division established new offices specifically focusing on large financial institutions, asset-backed securities and other structured products, and capital markets trends - enabling the Division to better identify and address significant issues.
• created a new Office of Disclosure Standards to assess the outcomes of filing reviews and assist the Division in enhancing the review program in the future.

Ms. Cross and her staff have worked closely with the SEC’s Advisory Committee on Small and Emerging Companies, to linking the Commission to matters related to and needs of  small company when they need to raise capital.

Under Ms. Cross’s leadership, the Division recommended close to 60 rulemaking releases to the Commission for action, including adopting rules addressing:

• say-on-pay votes;
• compensation committees and compensation advisers;
• proxy disclosure enhancements; and,
• the process for shareholder nominations to corporate boards of directors and shareholder proposals related to that process.

The Division of Corporation Finance oversees the disclosures made to investors by more than 9,000 public issuers including registration statements for newly-offered securities, materials distributed in connection with business combination transactions, annual and quarterly filings, and proxy materials sent to shareholders for annual meetings. The Division provides interpretive assistance to companies and investors with respect to their obligations under the federal securities laws and develops rulemaking recommendations for the Commission.

For further details, go to:  [SEC PR 12-252, 12/4/12].