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SEC’s general counsel offers universe of skills

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Times Staff Writer

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.

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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.”

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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.

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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.

Soon, he moved to Latham’s Los Angeles office, where he concentrated on corporate and securities matters, rising to the management committee of the firm, which now employs more than 1,800 lawyers in 10 countries.

His practice was expansive. “I found that the legal problems companies found were really not that different by the industry they were in,” Cartwright said, noting that his clients included companies in technology, traditional manufacturing, financial services and pharmaceuticals. “It didn’t make sense to focus on a particular sector.”

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He declined to identify clients, although public records show they included Amgen Inc., the Thousand Oaks biotech giant; Aztar Corp. of Phoenix, a casino and resort firm; and Capstone Turbine Corp., a Chatsworth power-systems manufacturer.

Asked about his hobbies, Cartwright pointed to jogging. The Hancock Park resident -- he leased the home when he moved to Washington -- spoke fondly of Los Angeles cuisine, recalling a recent meal at Angeli Caffe on Melrose Avenue with a smile.

Hodgkins said Cartwright’s interests were eclectic, including 20th century musical composition. “I’ve shared plane rides with him where I’ll be pulling legal documents out of my briefcase and he’s reading books on theology and philosophy,” said the former colleague, who considers Cartwright a mentor and succeeded him as head of the public company practice at Latham.

Even before the SEC job came open in late 2005, Cox had unusual insight into Cartwright. Though the two had not worked together closely, Cox had viewed confidential appraisals of Cartwright’s performance when the SEC chief served on Latham’s management committee in the 1980s. (Cox left the firm to work for the White House counsel’s office in 1986.)

“Neither before nor after have I ever seen evaluations that so rang the bell,” Cox said. “He was an absolute star .... I’m thrilled he’s here.”

For his part, Cartwright, who has three grown sons and a wife who works at the National Labor Relations Board, is having a delightful time in his third career. That includes some nervous moments early in the job, when he was expected to hold forth on subjects unrelated to his usual practice.

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“Nobody could be prepared fully for this job,” Cartwright said.

He doesn’t know when it will end, and he doesn’t know what he will do for an encore. But whether or not a fourth career is in store, Cartwright is comforted by the thought that home in Hancock Park awaits.

“We know where we’re going back to when the adventure is over,” he said.

jonathan.peterson@latimes.com

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