Harvey J. Goldschmid, a corporate law expert and Columbia Law School professor who served as a Reporter for The American Law Institute’s Principles of Corporate Governance project and went on to work for the Securities and Exchange Commission where he converted some of his law-reform ideas into enforceable law, died on February 12 in Manhattan. He was 74.
A member of the ALI for nearly 40 years, Professor Goldschmid was appointed to the SEC in 2002, served through 2005, and was credited with helping to formulate the agency’s response to a series of corporate accounting scandals, including the collapse of Enron, Inc. and WorldCom.
Prior to his appointment as an SEC commissioner, Professor Goldschmid was general counsel of the SEC from 1998 to 1999, and served as special senior adviser to then-Chairman Arthur Levitt, Jr., in 2000.
In his various roles at the SEC, Professor Goldschmid at times succeeded in implementing the principles of law that he had drafted in his role as an ALI Reporter.
As SEC general counsel, he provided the legal underpinning for two important new rules that barred publicly traded corporations from selectively disclosing market-moving information and prohibiting brokers from making political contributions in order to win municipal bond business.
Just before Professor Goldschmid was confirmed as a commissioner, Congress passed the Sarbanes-Oxley Act, a law he had helped draft. The law overhauled corporate financial reporting.
In the late 1990s, in response to the rise of the Internet and its effect on securities markets, Professor Goldschmid was the architect of Regulation FD—for fair disclosure—a rule that prohibits companies from disclosing material information only to select clients.
In the wake of the massive financial crisis that began in 2008, Professor Goldschmid pressed for the creation of a stand-alone systemic risk agency that would have oversight of the financial sector. The result was the Systemic Risk Council, a private-sector, nonpartisan body of former government officials and financial and legal experts who join to address “regulatory and structural issues relating to systemic risk in the United States.” In 2012, Professor Goldschmid was named a member of the Systemic Risk Council.
Professor Goldschmid also worked on lawyer-ethics issues. He served on an American Bar Association task force that recommended new limits on political contributions from lawyers. In 2000, the ABA amended Model Rule 7.6 to prohibit lawyers from accepting “a government legal engagement” if they made political contributions for the purpose of being considered for legal work.
As an ALI member, Professor Goldschmid also served as an Adviser on Restatement of the Law, Charitable Nonprofit Organizations.
A graduate of Columbia College and Columbia Law School, Professor Goldschmid joined the Columbia Law faculty in 1970.
He is survived by his wife, Mary, and their three sons, Charles, Paul, and Joseph, all of whom followed their father’s path and graduated from Columbia Law School.