As many of you know by now, when I am manning this blog in the month of June, I like to take a moment to remember my friend and colleague Marty Dunn, who passed away six years ago this month. For those who have not read my annual tributes, Marty was an extraordinary lawyer, great supporter of the SEC community and a friend and mentor to many folks in our practice. Six years ago, I paid tribute to Marty in this blog and in several episodes of the “Dave & Marty Radio Show.”

One of the things that I believe really demonstrates Marty’s enduring legacy is that, over the course of the past few years, I have often engaged in conversations with others about what Marty would think of current regulatory developments at the SEC. So many in our community looked to Marty for his wisdom and insight on everything going on at the SEC, and his constant presence on the speaking circuit cemented his reputation as the go-to commentator on the SEC’s agenda and actions, particularly as it related to capital raising, governance and public reporting.

I had the good fortune of working with Marty both at the SEC and in private practice, and he very much influenced my views on the role of the SEC and the positives and negatives of the regulatory process. Both of us found ourselves transitioning from SEC staffers to private practice commentators at around the same time, and we learned together how to navigate the complicated world of providing our commentary on the SEC’s actions while still being supportive of the Staff. I think Marty walked that line very well, and he was never shy about making his opinions known.

I can’t pretend to know how Marty might have reacted to any of the current rulemaking and Staff actions at the SEC, but I can certainly address how he looked at the topics that are at the top of the SEC’s agenda for capital raising and public companies based on some of the core principles that Marty lived by every day of his career as a securities lawyer.

First and foremost, Marty was very much an institutionalist when it came to the SEC. He respected the agency and its mission and was a strong adherent to the administrative process. As a rule-writer and interpreter of the federal securities laws, Marty always had a sixth sense about when we might be stepping over the line on an interpretation or when there was an authority issue with a proposed rulemaking. Marty was always cognizant of the history of anything that we were working on, and valued the weight of precedent in making any judgments. Today, I think Marty would be relieved that the Commission and the Staff have pivoted to the rulemaking phase of the agenda rather than relying on aggressive interpretive or process actions.

Second, Marty was highly attuned to the plight of smaller companies, and like me he grew up in a small business background that informed his views about capital access. His views were further developed when one of his first major regulatory projects at the SEC was working on the small business issuer rulemaking under the leadership of SEC Chairman Richard Breeden, and Marty would often recount stories from that time. On balance, I think Marty would view potential changes that could improve access to capital markets for smaller companies and reduce their regulatory burdens in a responsible way as a positive development for the markets.

Third, Marty was the best Securities Act lawyer that I ever met, and during his tenure at the SEC he was instrumental in bringing the mid-2000s securities offering reform proposals to life, ushering in a world of WKSIs and automatic shelf registration statements. While I am sure that he would have some critical observations about certain aspects of the recent shelf registration proposal, I do think that he would have been grateful to see that the securities offering reform framework was so successful that the Commission was comfortable extending it to a much larger group of issuers.

Fourth, I think that one of Marty’s most endearing skills was his ability to make very complicated things simple for everyone to understand. In this regard, while at the SEC, Marty traveled around the country preaching the benefits of plain English and was instrumental in changing the way we write prospectuses and periodic reports. Given his penchant for trying to simplify things as much as possible, I do think that he would generally support efforts to streamline filer status determinations and reporting requirements, while balancing the need to promote investor protection.

And that brings me to my last point, which is if you asked me what one thing that I learned from Marty has really stuck with me to this day, it is that the SEC has to be always vigilant about carefully balancing the promotion of capital formation and the preservation of investor protection. This topic informed everything that we did at the SEC, with the investor always there in the room when making regulatory decisions. I know that the Staff takes this concept very seriously, and I am confident that this will continue to inform their future actions.

Rest in peace, my friend.

– Dave Lynn