We interview William Clayton on the SEC’s private funds rulemaking and related litigation. Professor Clayton lays out his views on agency conflicts in the high-end private funds securities contracting market, discusses the Fifth Circuit’s recent decision in National Association of Private Fund Managers v. SEC (5th Cir. 2024), and offers some thoughts looking forward beyond the presidential election.

A bit about William Clayton:

William W. Clayton is Professor of Law at The J. Reuben Clark Law School of Brigham Young University, where he co-directs the Global Business Law Program and teaches courses on contracts, business organizations, and corporate finance. He is a leading researcher on private markets and private equity funds contracting and governance, whose work has been cited extensively in agency rulemaking and litigation amicus briefs, as well as published in other journals such as the Yale Journal on Regulation and Vanderbilt Law Review. Before joining the BYU Law faculty, Professor Clayton worked as a corporate lawyer at Wachtell-Lipton, and as a private funds lawyer at Simpson-Thacher in New York, and was Executive Director of the Yale Law School center for the study of Corporate Law. Professor Clayton holds a J.D. from Yale Law School, and an M.B.A. and B.A. from Stanford University. We were pleased to publish Professor Clayton's article High-End Securities Regulation: Reflections on the SEC's 2022-23 Private Funds Rulemaking in the Harvard Business Law Review last fall. Now, given subsequent litigation and regulatory updates including National Association of Private Fund Managers v. SEC (5th Cir. 2024), we are thrilled to welcome him to the Harvard Business Law Review Podcast to discuss current events.