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THE
INSTITUTIONAL INVESTOR, MARCH 1974 - attachment
THIS IS A MEMORIAL WEBSITE. THE MATERIAL
ON THIS PAGE IS REPLICATED VERBATIM FROM THE ATTACHED ARTICLE IN
"THE INSTITUTIONAL INVESTOR" IN POSSESSION OF MEMBERS
OF RAY GARRETT'S FAMILY.
Ray Garrett of the SEC:
"The man under whom it will all shake down"
by John S. DeMott
Under
a photo of Ray Garrett playing golf: "It's going to take a
lot more than charisma and showmanship."
A Senate aid calls him Washington's worst dresser, preferring as
he does totally styleless garb that appears selected with neither
thought not pleasure but merely to fulfill the bothersome requirement
of buying clothes. He is, in his words, fat. Not rotund or heavy
or overweight or chubby, but fat, and all 220 pounds of him hang
miraculously on his five-foot-nine-inch frame. His curly hair looks
permanently disheveled, and his voice - mostly dry but sometimes
lilting - would lend itself well to Friday Rotary meetings in Peoria.
But as anyone who knows him will attest, it is risky business to
read much of import into the undisciplined appearance of SEC chairman
Ray Garrett Jr. This seemingly ungainly 53-year-old lawyer is extremely
light on his feet in arenas other than courtrooms and is one of
the best dancers in Chasse, a dance club in the Chicago suburb of
Winnetka. He has a photographic memory - a facility that never ceases
to amaze his wife (of three decades) Virginia; in one conversation
not long ago, he unhesitatingly recalled the names and reigns of
the kings of France. And if his personality is "bland,"
as some people on Capitol Hill say it is, the impression is based
on cursory information. Such observers have not observed Garrett
in his favorite diversion: parties with friends. He laughs, jokes,
drinks and sometimes plays the trumpet, to the delighted displeasure
of some guests. "Once was enough," says an old friend.
Nor did such people know him at Yale, and specifically at Mory's,
where Garrett was a super chugalugger whose skill at the rapid consumption
of beer dazzled everyone.
It is even riskier to read anything into Garrett's demeanor. This
is especially so if you are, say, Big Board chairman James J. Needham,
and you are sitting across from Garrett and you are presenting arguments
concerning 40 per cent discounts for non-member firms. As Needham
was, you will be impressed by Garrett's courtesy and his willingness
to listen. He will smoke Salem cigarettes and look you straight
in the eye. He will not fidget or shift in his chair. He will draw
you out, nod, sprinkle his responses with "Oh, that's interesting"
or "That's a good idea, let's hear more ." You will leave
the meeting convinced, as Needham was, that you have made your point.
And you will be stunned, also as Needham was, when the SEC informs
you a week or so later that it has not agreed with you. It will
make you angry, as it did Needham. You will be even angrier if it
happens again, which it did with Needham after he mistakenly got
the idea that Garrett was coming around to his point of view on
the third market. You will not attempt to conceal your anger in
press conferences, which Needham didn't, and you will let it be
known that mysterious "industry sources" close to the
Big Board think Ray Garrett is a "lightweight" who doesn't
do his homework. But the experience will teach you a handy lesson:
Think carefully before you again interpret Garrett's courtesy and
curiosity as anything approaching agreement. "We don't know
his style well enough to read him," concedes Needham, who has
learned the lesson. "We will approach the commission on a different
basis as a result."
Needham is not alone in regarding Garrett as enigmatic. Few people
in the federal establishment know him well enough even to regard
him as enigmatic. Few really get to know him because he doesn't
hang around Washington on weekends, for all those poker games and
cocktail parties; he commutes - at his own expense - to his home
in Winnetka every Friday. Legislate aides, particularly ones in
the Senate who have a disproportionate power when it comes to specialized,
complicated securities legislation that is so much mishmash to the
average citizen (and most senators, for that matter), say they don't
know him. William J. Casey, the charismatic, activist chairman who
was replaced briefly by G. Bradford Cook before Garrett took over
in August, doesn't know Garrett. A lot of people on Wall Street
don't know him, although they've heard his speeches at industry
meetings. Securities lawyers in Washington and elsewhere, who have
a stake in saying nice things about Garrett, fumble for words in
trying to find the nice things to say because they don't know him.
Sample: "I hear he's doing a fine job." Not even Manny
Cohen knows him, at least not very well, even though he and Garrett
were co-staffers on the SEC two decades ago.
But what Manny Cohen does know is what he sees, and what the feisty
former SEC chairman, now a Washington lawyer, sees shaping up under
Garrett is, as he puts it, "the strongest commission that I
can recall." It is going to be that way, he says, partly because
of the thrust of events - the very moment, in fact, when a lot of
things that have been in the pipeline for years are going to begin
oozing out the other end: Fully negotiated rates, numerous rule
changes, the consolidated tape, the central market, institutional
membership and all the rest. And in Garrett and the other commissioners,
Cohen sees what he regards as precisely the right blend of competence,
rationality and cool determination not so much to innovate but to
keep what is moving, moving. In Philip A. Loomis Jr., he sees an
old pro, and a brilliant one, who brings two decades of SEC staff
experience to the job of maintaining momentum. In John R. Evans,
he sees a Washington careerist with a decade of experience as a
staff member of the Senate Committee on Banking, Housing and Urban
Affairs - needed political feelers for the commissioner. In A. A.
Sommer Jr., he sees a corporation lawyer's corporation lawyer with
heavy securities law experience, an articulate speaker and a reasoning
thinker. In Irving Pollack, the commissions' enforcement chief whose
nomination in January to a seat on the commission was pushed by
Garrett despite industry opposition, Cohen sees a veteran staff
worker whose elevation would enhance the commission and reward three
decades of diligent service.
And in Garrett, Cohen and others see an issue-oriented administrator
whose developing management style calls not for "taking charge"
in the electrifying manner of a Bill Casey but rather for tuning
in in a low-voltage kind of way and seeing to it that everything
he does advances the commission's current thrust. It is not necessarily
a boring way to lead, but it is quieter and, in the view of one
Senate aide, more constructive "than a lot of Bill Casey-type
showmanship." Nor is it necessarily an easy way to lead. It
calls for homing [sic] in on the merits or demerits of an issue,
and if that calls for agreeing with industry spokesmen, you do that
too, then gird yourself for charges that you are a Wall Street patsy.
Logic and common sense are hallmarks of Garrett's style. The commission,
for example, is supposed to be a collegial body wherein individual
commissioners wield power that's equal and independent. Garrett
has taken the spirit behind that concept - a spirit saying essentially
that anyone in a responsible position at the SEC has a right to
be heard on anything that's bugging him - and begun periodic meetings
with top division people not to talk about specific cases but to
find out what projects they've got and what things have priority.
"The first one we had," says commissioner Al Sommer, "revealed
a lot of things that were lying around just waiting for a go-ahead."
The Garrett style calls, too, for informality at all levels (the
full commission meets frequently in Garrett's office, lunches on
vittles sent up from the cafeteria and has a bull session), respect
of structure up to the point where it begins to get in the way,
and short memos. (A Garrett memo rarely runs more than a few sentences
on a small "from the desk of Ray Garrett" sheets.
Despite his awareness that accepting the SEC chairmanship would
put him in the catbird seat at a time when it could well be the
most opportune time in years to be there, Garrett didn't want the
job. "They" came to him a year ago looking for a replacement
for Casey - Garrett says the "they" were people in the
White House - and Garrett said no. There were roots in Winnetka,
the 11-room house on Myrtle Street three blocks from Lake Michigan,
the lucrative partnership with the law firm of Gardner, Carton,
Douglas, Children [sic] and Waud in Chicago, his ailing 80-year-old
mother in Evanston, and Virginia Garrett's job as a 10 a.m. to 3
p.m. secretary with an architectural firm - a slice of independence
she's proud of.
So Brad Cook got the job. Ten weeks later, Cook resigned under
the pressure of the Vesco affair, and the "they" in the
White House again approached Garrett. Garrett said no again. Please,
"they" said. No. Pretty please? No. Finally on a summer's
day when Garrett thought "they" had found someone else
came the call from the western White House at San Clemente, and
on the line was presidential assistant Alexander Haig and no "they."
"General Haig beefed me to take the job in these days of trouble,"
Garrett recalls. That did it. Garrett stood at attention, saluted,
sucked in his stomach as far as it was possible to suck in his stomach,
allowed some thoughts about patriotic duty to cross his mind, and
flew to Washington. There was, of course, a Deal. With him to the
commission's pleasant building on North Capitol Street Garrett took
Al Sommer, a Democrat and an old friend and co-worker on various
projects for the American Bar Association and the American Law Institute.
They were nominated on the same day (July 7) and grilled politely
and simultaneously (July 26) an auspicious date by the Senate Committee
on Banking, Housing and Urban Affairs. Their confirmation hearing
took maybe 30 minutes - including a bubbling compliment from William
Proxmire: "These are two of the best nominations I have seen
from any administration."
It
took Ray Garrett (the Ray is his full given name and not a nickname)
a while to adjust to his new official environment as well as the
three-hour car-plane-car commute to Winnetka every weekend. But
now, seven months into the job, he says he's happy he gave in to
Al Haig. The job, he says, "is very interesting and very exciting
and about what I expected it to be." Such characteristic Garrett
underdescription masks the true extend of his enthusiasm. At Gardner,
Carton, he had been involved in just about every legal challenge
he could be involved in. He was special counsel to the Santa Fe
railroad and the Milwaukee Road and helped both set up their holding
companies. He set up Northern Trust's holding company. He provided
legal shield in numerous proxy fights, and he was involved in countless
exchange offers of an incredibly complex nature. As long-time associate
Lloyd Bowers puts it, Garrett had risen to the point where he was
"called in by people on lots of special things that needed
a man of his talents." He had, as Virginia Garrett put it,
gotten where he was going - and it had become kind of dull. So the
SEC job has been more than change for Garrett; it has been cathartic.
He is bouncier and he seems younger, says his wife. He is more cheerful.
He bubbles with enthusiasm over his work, which he does plenty of
on weekends between visits to his mother, bridge playing with friends,
commuting to Chicago for such events as the ballet Folklorica de
Mexico (the Garretts did that in January) and eating New England
boiled dinners prepared by himself in a small pressure cooker. "I've
got a brilliant idea for a speech!" he'll say to his wife,
then he'll jot it down on yellow legal paper (he handwrites speech
drafts and ideas for them) and stuff it in his briefcase. Then he
does the car-plane-car bit back to Washington.
Learning
pains
His brief
tenure, says Garrett, has been a time for learning; running the
SEC just ain't like battling a shareholder's suit back in Chicago.
One thing he has learned, and painfully, is that he is in a sensitive
position in emotional times, conditions that require him to think
carefully before he opens his mouth for the record. In one instance,
Garrett disclosed to a reporter the gist of a supposedly private
conversation between himself and an executive of a Wall Street broker.
He later realized his indiscretion and urged that his statement
not be published. A sensitive editor set aside his scoop complex,
realized he probably would get the story first anyway, and acceded.
And it has, Garrett says, been a time for learning about the securities
markets themselves - the thrust, mechanics and politics of the capital
raising system, and the one thing he has learned is that he is not
alone in having a lot to learn. "The more I discuss it (the
markets) with industry leaders," he says, "the more I
feel a kind of common problem in trying to master the whole thing.
I don't think I've found any God-sent visions of how it should be
done. But I don't think anybody else has either."
He has
learned, too, to withstand industry criticism. To the piece that
called him a lightweight, Garrett responds with a well-rehearsed
pat on the belly and "that's the first time anyone's called
me a lightweight in years". To the more serious charge from
some quarters that he is in effect presiding over the beginning
of the demise of Wall Street as it is now constituted -- an Armageddon
that could well see some 150 firms of all sizes follow duPont Walston
into failure or hyphenated existences as parts of other firms -
Garrett says baloney. "I don't run the whole securities market.
The forces that are driving people out of business are nothing that
I personally cause or that the commission causes." Bigness,
he says, is probably a key to survival, if not the key, although
it didn't help duPont Walston much. "It may also be true,"
he says, "that with modern standards of record keeping and
protection of customers that there is a so-called critical mass
below which a firm just can't handle its customers' money. The cost
base has become much higher. It takes a bigger unit to operate successfully."
Garrett
has a plan, but he is willing to learn about that, too. His plan
is not really his plan; it's the massive white paper on the future
of the securities industry issued by the SEC a year ago. To Garrett,
it's as good a starting point as any, even though the Big Board's
Needham, for one, finds a hell of a lot wrong with it, both in content
and sequencing. But, as Garrett says, "the commission had ten
years of hearings, papers, speeches and all sorts of things and
it finally came out with the white paper. It seemed to me the only
sensible thing was to follow its program, at least until we become
convinced that some part of it is wrong. Now we may become persuaded
at some point - because of changed thinking, changed events or new
information - that part of it should be modified. We don't mean
to be completely inflexible and hardnosed about it. People must
keep their minds on reasonableness. But I think it's time the commission
had direction and stayed in it, and that's what we're doing."
Fitting
in
That's
what you call fitting yourself into the real world. And it's a trait
that has marked Ray Garrett since his days at Evanston Township
High School. He was pudgy then (the tendency runs in his family),
so, according to friends who knew him back then, he avoided situations
where pudginess would be a handicap, namely athletics and girls.
But he had a hell of a mind. It was good enough to get him into
Yale in 1937. It was good enough to let him play excellent bridge
the night before an exam and ace it the next morning. It was informed
and sophisticated enough to make him a bull session leader in all
manner of subjects from Hitler to the New Deal; Garrett did not
like the New Deal, and he was a member of an organization - strictly
tongue-in-cheek - called "Roosevelt for King Club." He
spent hours at Mory's. He dated Smith women. He was graduated just
short of Phi Beta Kappa, and, like most members of the class of
'41, found his short-term future conveniently planned for him by
the Second World War. During it, in 1943 in Austin when he was in
the Army, he met Virginia (Hale) on a blind date, and he married
her after a three-month courtship. Children followed, and the couple
now has four of them: Twin daughters, 29, another daughter, 23,
and a son, 19.
Garrett
says the most important influences in his young life were Yale,
marriage and the Army, in that order. But his wife says Garrett's
father, himself a lawyer, was an even bigger influence. Ray Junior
and Ray Senior spent hours talking about the
law after the son entered Harvard Law School - and indeed the conversations
kept going until four years ago when the father died at 80. Garrett
didn't make Law Review at Harvard, but he was a teaching fellow
there, and he was an assistant professor of law at New York University
before joining the SEC's staff in 1954. The scholarly bent produced
a bundle of papers on corporation financing, on proxies and reorganizations,
on private placements, on "a borrower's view of the model corporate
debenture indenture provisions," on the legality of corporate
contributions for political purposes. The SEC staff work lasted
four years - he was for most of that time Director of the Division
of Corporate Regulation - and in 1958 he became a partner of Gardner,
Carton. His career, not surprisingly, has produced in Garrett a
love for the law - "it's what makes organized human life possible."
As he says. But it's a love that can withstand intellectual offense
in favor of results. He did not like the Supreme Court's redistricting
division of a decade or so ago because, like many lawyers, he felt
the court was asking the law to do what responsible politicians
should have been doing all along. But it worked. And Garrett liked
that.
Whatever
it is that Garrett does at the SEC, he has only until 1976 to do
it, according to his self-imposed timetable. His aspiration is to
move as much as he can through the pipeline, then "go back
to Chicago and resume the practice of law." Friend Al Sommer,
sources say, looks forward to moving into the chairmanship, although
Sommer says "I don't think much about that." Garrett would
like to be remembered for, as he puts it somewhat dryly, "being
a good, effective, honest, thoughtful chairman who did more good
than harm." The routing seems clear enough, and it calls for
maintaining momentum. "We have," says Garrett, "a
legacy of unfinished things to do."
continued
...
*
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