Caplin & Drysdale Submits Comments to SEC on Proposed Pay to Play Law

Political Law Alert

On October 6, 2009, Caplin & Drysdale's Political Activity Law Group submitted comments to the Securities and Exchange Commission on its proposed rule to regulate political contributions by certain investment advisers. Read our comments below.

October 6, 2009

Via Electronic Mail:

Elizabeth Murphy
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: File Number S7-18-09; Political Contributions by Certain Investment Advisers

Dear Ms. Murphy:

     We appreciate this opportunity to comment on the Securities and Exchange Commission's laudable efforts to protect investors by addressing "pay to play" practices in the investment advisory industry.1 The need for this action is evidenced by the Commission's recent enforcement action in New York, charging state officials and a private party with a fraudulent scheme to extract kickbacks in connection with the management of pension funds, as well as similar cases brought by state authorities in Connecticut, New Mexico, Illinois, Ohio, and Florida.2 These efforts will go a long way to curb or eliminate corruption in the award of investment management business for public funds.

     We also urge the Commission to consider some of the ways in which this proposal could be improved. As a firm with deep and broad expertise in campaign finance laws, state pay to play laws, and Municipal Securities Rulemaking Board ("MSRB") Rule G-37, we at Caplin & Drysdale3 are in a position, based on first-hand experience, to offer constructive criticism on some potential, unintended complications that may arise if the proposal is passed in its current form. We are, therefore, pleased to suggest some ways in which these unintended consequences could be avoided.

     Our comments are divided into two sections. First, we will address the ways in which this rule could intersect with federal and state campaign finance laws and what issues this may present. Second, we will comment on ways to effectively implement the rule, building on our experience helping investment advisers comply with similar state and local pay to play rules. To read the full version of the comments, click here

All comments the SEC has received are available on its website at

Please contact one of the attorneys of Caplin & Drysdale's Political Activity Law practice if you have any questions about this proposed rule. 


1. Political Contributions by Certain Investment Advisers, SEC Release No. IA-2910 (August 3, 2009), 74 FR 39840 (August 7, 2009) (hereafter, "Release").
2. Release at 12-13.
3. Caplin & Drysdale's Political Activity Law Group is a bipartisan practice, representing major corporate, tax-exempt and political clients. The group advises clients on regulated political activities, lobbying, and government ethics laws. As a firm that counsels many investment advisers on compliance with "pay to play" laws, we represent clients with an interest in the outcome of this rulemaking, but these comments are filed on our own behalf, and not on behalf of any client or clients. The firm also maintains leading practices in the fields of international tax, tax controversy and fraud, tax-exempt organizations, creditors' rights and bankruptcy litigation, and white collar defense.



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