David S. Ruder

Ruder, David S.

William W. Gurley Memorial Professor of Law Emeritus

Phone: (312) 503-8444
E-mail: d-ruder@law.northwestern.edu

Professor, Northwestern University School of Law (1961-present). During the period 1977-85 he served as Dean of the School. From 1987-89 he served as Chairman of the United States Securities and Exchange Commission. In May 2010 he was appointed as a member of the Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues. He has been active in many securities regulation related public service organizations.

Activities as Dean As Dean he participated actively in the planning for construction of the Rubloff Building addition to the Law School, in the remodeling of portions of Levy Mayer Hall and McCormick Hall, and in a $25 million Law School capital campaign. He also helped to persuade the American Bar Association and the American Bar Foundation to move their headquarters to the Rubloff Building and recruited several distinguished scholars as members of the Law School faculty. Teaching and Publications Professor Ruder teaches and writes in the area of securities regulation and business associations. He has published more than 100 law review articles, tributes, book reviews, minor papers, and transcripts of panel participations in the areas of corporate law and securities law. He has participated as a committee chairman or member in the preparation of 8 substantive reports in the securities and corporate law areas. Chairman, Securities and Exchange Commission (1987-1989) From August 7, 1987 to September 30, 1989 Professor Ruder served as Chairman of the United States Securities and Exchange Commission (SEC). The SEC is an independent federal regulatory agency charged with regulating corporate disclosures, the brokerage industry, securities markets, investment companies, and credit rating agencies. During his service as Chairman he dealt with the stock market crash of 1987 and its aftermath, supervised enforcement actions against violators of anti-fraud laws, initiated a program aimed at eliminating penny stock fraud, enlarged SEC initiatives in the area of international securities regulation, and testified more than 30 times before Congress on various topics. Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues (2010-present) In May 2010, Professor Ruder was appointed as a member of the Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues. The Joint Advisory Committee will identify emerging regulatory risks and assess and quantify their implications for investors and other market participants, and provide recommendations for solutions. The committee will serve as a vehicle for discussion and communication on regulatory issues of mutual concerns affecting CFTC and SEC regulated markets, and the industry generally, including securities market volatility issues. Mutual Fund Directors Forum (2002-present) From 2001 to 2010 Professor Ruder served as Chairman of the Mutual Fund Directors Forum, formed in 1999 as the Mutual Fund Directors Education Council. He continues as a Director. The Forum was incorporated in 2002 as a non-profit membership organization for independent directors of mutual funds for the purpose of providing education regarding mutual fund governance and operations to independent directors of investment companies regulated by the SEC under the Investment Company Act of 1940. Public Company Accounting Oversight Board Advisory Council (2004-present) From 2004 to 2009 Professor Ruder served as a member of the Advisory Council of the Public Company Accounting Oversight Board. He continues as an emeritus member. The PCAOB is a non-profit organization established to oversee the auditors of the United States corporations that are registered with the Securities and Exchange Commission. Created pursuant to the Sarbanes-Oxley Act of 2002, the PCAOB establishes standards for auditing, quality control, ethics, and independence. It registers, inspects, investigates and disciplines auditing firms. The SEC appoints the five PCAOB members and approves the budget, rules, standards, enforcement actions and other activities of the PCAOB. The Advisory Council provides advice to the PCAOB to assist it in the fulfillment of its mission. Chairman, Securities and Exchange Commission Historical Society (1999-2004) From 1999 to 2004 Professor Ruder served as the founding Chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society. The purposes of the Society are to preserve the history of the SEC, to sponsor scholarly research and educational programs, to enhance appreciation of the importance of the SEC's role in the development of the U.S. capital markets, to facilitate electronic communication with members, scholars, and others, and to organize and maintain archives, a library, and related facilities. The Society was formed in the fall of 1999. Trustee, International Accounting Standards Committee Foundation (2000-2005) From 2000 to 2005 Professor Ruder served as a Trustee of the newly restructured International Accounting Standards Committee Foundation (IASCF) which oversees the International Accounting Standards Board (IASB). Following the restructuring, the IASB is cooperating with the standard setters of the various countries for the purpose of creating comparable, transparent, and high quality accounting standards that can be used throughout the world. From 1992 to 1999 Professor Ruder served as a member of IASC's Strategy Working Party, which in November of 1998 published its discussion paper "Shaping IASC for the Future," and in December of 1999 published "Recommendations on Shaping IASC for the Future". The latter report served as a basis for restructuring the IASC in 2000. Trustee, Financial Accounting Foundation (1996-2002) From 1996 to 2002 Professor Ruder served as a Trustee of the Financial Accounting Foundation (FAF), the organization charged with responsibility for overseeing the activities of the Financial Accounting Standards Board (FASB), which sets accounting standards for corporations required to file disclosure documents with the SEC, and the Government Accounting Standards Board (GASB). The FAF selects the members of the FASB and the GASB, and reviews the activities of the two organizations, but does not participate in standard setting. Representative to the International Organization of Securities Commissions (1987-1993) The International Organization of Securities Commissions (IOSCO) is an organization of the securities regulatory commissions of various countries throughout the world. As Chairman of the SEC from 1987 to 1989, Professor Ruder served as a member of IOSCO's Presidents' Committee and IOSCO's Executive Committee. During this period he concentrated on encouraging cooperation between the world's securities commissions. From 1990 through 1993 he served as Chairman of IOSCO's SRO Consultative Committee, the committee composed of stock exchanges and broker dealer trade associations who are affiliated non-voting members of IOSCO. During this period he concentrated on urging IOSCO to find ways to allow exchanges and trade associations to participate in IOSCO policy formulation. National Association of Securities Dealers, Inc. (1990-1997) During the years 1990-1993 Professor Ruder served as a public member of the Board of Governors of the National Association of Securities Dealers, Inc. (NASD), now the Financial Industry Regulatory Authority (FINRA). FINRA is an organization of brokers and dealers which acts as a self regulatory organization under the supervision of the Securities and Exchange Commission. Its responsibilities include adopting and enforcing rules regulating broker dealer conduct, reviewing underwriter activities, regulating investment companies, and regulating sellers of proprietary products such as limited partnerships. During his service as a member of the NASD Board, Professor Ruder served as a member of the NASD's National Business Conduct Committee, the International Committee, the Executive Committee, the Audit Committee (Chairman 1992), and as Chairman of the Payment for Order Flow Committee (1990-1991). From 1993 to 1997, he served on the NASD Legal Advisory Board (Chairman 1993-1996) and from 1994 to 1997 he served as Chairman of the NASD's Securities Arbitration Task Force. From 1990 to 1991 Professor Ruder served as Chairman of the NASD Payment for Order Flow Committee. In July of 1991 the Committee published "Inducements for Order Flow," a comprehensive report dealing with various inducements given by securities dealers to brokers for routing aggregated small order flow to the dealers for execution. This report became an important document in the debate over the manner in which the SEC should regulate broker securities routing and execution practices. From 1994 to 1997, Professor Ruder served as Chairman of the Securities Arbitration Policy Task Force of the NASD. The Task Force, composed of eight persons, spent approximately 15 months in monthly meetings interviewing persons with various points of view regarding the securities arbitration system operated by the NASD. In January of 1996, the Task Force submitted its report entitled, "Securities Arbitration Reform" to the NASD Board of Governors. The report was 205 pages long and contained more than 170 major and minor recommendations for reform of the NASD securities arbitration system. The NASD implemented most of the recommended reforms. Task Force on the Future of Shared State and Federal Securities Regulation (1995-1997) From 1995 to 1997, Professor Ruder was a member of the Task Force on the Future of Shared State and Federal Securities Regulation, organized by the North American Securities Administrators Association (NASAA) for the purpose of recommending ways in which the states and the SEC can efficiently divide the regulation of the United States securities markets. The Task Force studied regulation of investment companies and investment advisers, registration and trading in securities, and regulation of broker dealers. The "Report of the Task Force on the Future of Shared State and Federal Securities Regulation" was published in October of 1997. Continuing Legal Education Activities Professor Ruder currently serves as President of Northwestern's Corporate Counsel Center, a membership organization for corporate counsel which provides continuing legal education programs for corporate counsel and supports legal research of interest to corporations. Through the center the Law School sponsors three annual continuing legal education programs. The Corporate Counsel Institute (held in Chicago and San Francisco); The Ray Garrett Jr. Corporate and Securities Law Institute (held in Chicago); and the Securities Regulation Institute (held in California). 1) The Corporate Counsel Institute is a continuing legal education program designed to provide corporate general counsel and members of corporate law departments an annual update in a variety of legal subjects with which they deal and held annually in Chicago and San Francisco. Professor Ruder served as the planning director for the first five years of the Institute's existence (1962-1966), and has been a member of the Institute's planning committee in almost every year since that time. 2) The Ray Garrett Jr. Corporate and Securities Law Institute is a continuing legal education program held annually in late April designed to provide corporate and securities lawyers an update and analysis of current problems in their fields. The program was established at Northwestern in 1981 in honor of Ray Garrett, Jr., former Chairman of the Securities and Exchange Commission, who died in 1980. Professor Ruder served as the Chairman of the first planning committee for that Institute and has been a member of the planning committee in almost every year since that time. 3) The Securities Regulation Institute is an annual continuing legal education program designed to provide securities lawyers an update and analysis of current securities law problems. The Institute has been held in San Diego, California annually in January of each year since 1973. Professor Ruder has been a member of the Advisory Board of that Institute since 1978 and served as Chairman of the Institute in 1995-97. He continues as a member of the Institute's Executive Committee. American Bar Association Section of Business Law (1970-present) From 1970 to 1974 Professor Ruder served as a member of the Council of the Section of Business Law of the American Bar Association. He also served as Chairman of the committees on Section Office (1984-1987, 1995-1997), Outreach (1990-1995); Public Interest Issues (1980-1984, 1987-1990) and Legal Education (1980-1984) and at various times has been a member of the committees on Federal Regulation of Securities, the ALI Corporate Governance Project, Corporate Laws, and other committees. American Law Institute Professor Ruder is a member of the American Law Institute. From 1972 to 1980 Professor Ruder served as Consultant to the American Law Institute's Federal Securities Code Project for Parts XVI and XVII, dealing with securities law fraud. The project involved an attempt to codify the six statutes administered by the SEC. The codification project was completed, but the legislation was not adopted. Committee on Professional Responsibility of the Illinois Supreme Court (1978-1987) From 1978 to 1987 Professor Ruder served as a member of the Committee on Professional Responsibility of the Illinois Supreme Court. During the years 1978 to 1984, the Committee drafted and recommended to the Supreme Court of Illinois a Code of Responsibility which was subsequently adopted by that Court. From 1984 to 1987 the Committee drafted Model Rules of Professional Responsibility based on the American Bar Association model rules. These new rules were ultimately adopted by the Illinois Supreme Court. University of Wisconsin Law School Capital Campaign (1994-1997) From 1994 to 1997, Professor Ruder served as Chairman of the University of Wisconsin Law School Capital Campaign for the purpose of providing $6.6 million in private funds to assist in remodeling the University of Wisconsin-Madison Law School building and constructing new facilities. The campaign was successful and the newly remodeled Law School building was dedicated in April of 1997. Law Practice From 1957 to 1961 Professor Ruder was an associate at the firm of Quarles & Brady in Milwaukee, Wisconsin. From 1971 to 1976 he was Of Counsel to the Chicago law firm of Schiff, Hardin & Waite. From 1990 to 1994, he was a partner (half-time), and from 1994 to 1999 was senior counsel in the law firm of Baker & McKenzie (the Chicago office).

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Areas of Expertise

  • Securities Regulation
  • Corporate Finance
  • Business Associations

Selected Publications

  • Report of the Mutual Fund Directors Forum—Best Practices and Practical Guidance for Mutual Fund Directors (Mutual Fund Directors Forum, 2004).
  • Report of the NACD Blue Ribbon Commission on Executive Compensation and the Role of the Compensation Committee (National Association of Corporate Directors, 2003) (with other members of the Commission).
  • The foreword to The Arbitration Policy Task Force Report—A Report Card (NASD Dispute Resolution, July 27, 2007).
  • Twenty Years After Black Monday in the international economy 30 (Fall 2007) (with E. Gerald Corrigan, and Manuel Johnson ).
  • Balancing Investor Protection with Capital Formation Needs After the SEC Chamber of Commerce Case in pace law review 26 (2005).
  • Creation of World Wide Accounting Standards: Convergence and Independence in 25 northwestern journal of international law & business 513-588 (2005) (with Charles T. Canfield, and Hudson T. Hollister).
View additional publications

Education

  • BA cum laude, Williams College
  • JD with honors, University of Wisconsin - Madison

Prior Appointments

  • Professor of Law, 1965, Northwestern University School of Law
  • Emeritus, 2005, Northwestern University School of Law
  • Dean, 1977-1985, Northwestern University School of Law
  • Associate Dean, 1965-1966, Northwestern University School of Law
  • Associate Professor of Law, 1964-1965, Northwestern University School of Law
  • Assistant Professor of Law, 1961-1963, Northwestern University School of Law
  • Chairman, 1987-1989, United States Securities and Exchange Commission
  • Chairman, 1999-2010, Mutual Fund Directors Forum
  • Director, 2010-present, Mutual Fund Directors Forum
  • Member, 2004-2009, Advisory Council of the Public Company Accounting Oversight Board
  • Emeritus Membe, 2009-present, Advisory Council of the Public Company Accounting Oversight Board
  • Member, 1990-1994, Board of Governors of the National Association of Securities Dealers
  • Trustee, 1996-2002, Financial Accounting Foundation
  • Founding Chairman, 1999-2004, Board of Trustees, SEC Historical Society
  • Trustee, 2000-2005, International Accounting Standards Committee Foundation
  • Partner and Senior Counsel, 1990-1999, Baker & McKenzie