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SEC's general counsel offers universe of skills

Brian Cartwright, once an astrophysicist, is admired for his insight and ability to mediate.

February 12, 2007|Jonathan Peterson | Times Staff Writer

WASHINGTON — When the Securities and Exchange Commission released a mountain of rules affecting how companies make public offerings, Brian G. Cartwright immediately rolled up his sleeves.

The attorney pored through 468 pages of legalese. Within hours, he fired off a memo to his colleagues in the Los Angeles office of Latham & Watkins, spotlighting the key points obscured in a galaxy of detail, former colleague J. Scott Hodgkins recalled.

"What was remarkable was not only had he prepared the thought piece, he'd actually read the whole thing and digested it," Hodgkins said of the 2005 episode. Cartwright, he added, had a "remarkable intellect" and "uncanny ability" to get to the heart of multifaceted legal challenges.

Then again, Cartwright is a rocket scientist. In an earlier career, he was an astrophysicist at UC Berkeley, doing research financed by NASA and publishing more than 20 scientific papers.

These days, the lean, bespectacled attorney has another claim to fame: The Latham & Watkins alumnus is general counsel of the SEC. In that role, he and his 100-lawyer staff advise regulators on the full platter of enforcement, policy and organizational matters, including rules that govern the nation's financial markets and individual cases of misconduct.

The man who once immersed himself in esoteric issues of galactic cosmic radiation now advises the SEC on legal issues of mutual fund governance, the rights of shareholders in corporate elections and other matters that can be politically sensitive.

"He's involved in everything the agency does," said SEC Chairman Christopher Cox, another Latham & Watkins graduate, who described the general counsel as "the lawyer's lawyer" within the agency. "I use him as a sounding board on everything from public statements to planning future initiatives."

Cartwright, 59, takes a modest view of it all. Unassuming and friendly, he tries to provide "a second pair of eyes" so commission officials can gain further perspective on legal matters.

The barrage of problems and issues "can be a little daunting," said Cartwright, who has been in the job for a year. "But I tell myself I must be there for a reason."

Though he won't say it, one reason he's there is to serve as a tactful go-between among commissioners who do not always see eye to eye.

Cox, a former Republican congressman from Orange County, has placed a premium on consensus within the five-member panel and has been able to steer the other commissioners -- two Republicans and two Democrats -- to agreement on a number of matters, notably overhauling disclosure rules for executive compensation.

Other issues have proven thornier, such as expanding the role of shareholders in director elections and how hard to push antifraud enforcement.

Like a lawyer protecting his client, Cartwright politely but firmly declines to offer even a clue about the areas he is focusing on behind the scenes. But SEC watchers believe his ability to navigate the agency's agenda -- and personalities -- in a way that keeps tempers cool may be a test of his success in the job. Under the government's open-meeting requirements, no more than two SEC commissioners can discuss official business privately, so the general counsel potentially plays a pivotal role in brokering disputes before they reach the public arena.

"Given the chairman's desire to do as much as possible by consensus, it becomes critically important the general counsel have a combination of high legal skill, diplomatic good sense and a willingness to listen as well as explain when dealing with the commission," said Harvey J. Goldschmid, a former SEC commissioner and general counsel who is on the faculty of Columbia Law School. "My sense is that Brian is a very talented man."

His talents have been evident throughout an unusual career. Cartwright, who grew up in the Bay Area, earned a PhD in physics from the University of Chicago, conducted research as a postdoctoral fellow and continued his research for several years at Berkeley's Space Sciences Laboratory and physics department in the 1970s.

He then shifted gears, pursuing a law degree at Harvard University. As he tells it, Cartwright felt that an education in science and law might pay off in a specialized legal practice or in the Bay Area's venture capital industry.

"I thought that combining my scientific background with a legal background would open very interesting possibilities for me," he said.

But life took an unanticipated turn. Cartwright did so well at Harvard Law -- becoming president of the Law Review and winning the Sears Prize, awarded to students with the highest grades -- that in the early 1980s he was chosen to serve as a clerk for Supreme Court Justice Sandra Day O'Connor.

Latham & Watkins then hired him for a job in Washington, "and we never quite made it back to the Bay Area," Cartwright recalled.

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