Financial regulation is changing quickly, with developments in technology, corporate law, and public policy reshaping the environment in which investors and financial institutions operate.

In the Season 7 premiere of Financial Perspectives, Tanya Suba-Tang speaks with Samuel C. Dibble, JD, CFA — Partner at Mayer Brown — about the evolving intersection of finance and law—and what recent regulatory changes could mean for financial markets.

Drawing on more than three decades of experience in law and financial consulting, Sam examines developments affecting financial institutions and fintech companies, digital assets and stablecoins, regulatory agencies, mergers and acquisitions, and corporate fiduciary duties.

The conversation also explores emerging legal questions surrounding artificial intelligence and intellectual property, the influence of U.S. regulation on global financial markets, and how technological and regulatory change could shape the financial landscape in the years ahead.

Topics discussed include:

• Changes in the U.S. financial regulatory environment
• Fintech, digital assets, and stablecoin regulation
• Regulatory oversight of mergers and acquisitions
• Fiduciary duties and evolving corporate law
• AI, intellectual property, and valuation considerations
• The influence of U.S. regulation on global markets
• Emerging trends that could shape financial regulation

For investment professionals navigating an increasingly complex regulatory environment, this episode offers a wide-ranging look at where finance and law intersect, why the rules are changing, and the developments worth watching next.

Hello and welcome to Financial Perspectives, a CFA Society San Francisco podcast where we explore trends shaping the investment and finance industry with experts in their field.

This month, host Tanya Suba Tang had the pleasure of speaking with Sam Dibble, partner at Mayer Brown.

Listen in as they explore the changing financial regulatory landscape and what these developments could mean for financial institutions and investors and global markets.

Hi, Sam.

Welcome to our podcast.

How are you today?

I'm doing great, thanks.

I'm really honored to be here.

I'm so excited for you to be here as well.

You are partner at Mayor Brown, CFA charter holder, and over 30 years experience when it comes to law and financial consulting.

I've been wanting to get someone like you on our podcast for over seven seasons now.

So I'm really thrilled to finally be able to sit down.

Great.

Well, I'm really pleased to be able to join you and hopefully I can add some new perspectives here and talk about some topics that other folks are curious about but don't necessarily know the answers to already.

Oh, for sure.

I have no doubt about it.

So, you know, I want to jump right in here because so much stuff is happening.

I want to ask and pick your brain is like, how have the new rules from US Regulators been shaking things up financially?

I think a lot of people want to know when it comes to firms and investors and what, what's been the toughest part for companies trying to keep up.

Well, you're right, there's a lot going on.

Right.

There's a new news item every single day.

So it's very overwhelming.

I'll just say that, you know, there's a few different things going on.

Right.

The Trump administration, when it started in again for part two, came in with a lot of expectations in the business community that the regulatory environment would be more permissive and a lot of business transactions and regulatory items would be less of a concern than they maybe had been under the Biden administration.

One example is the Corporate Transparency Act.

That was a big deal under Biden.

I know a lot of law firms, accounting firms and financial institutions were really worried about tracking and having to report beneficial ownership for all their accounts and clients and things like that.

The Corporate Transparency act is basically invisible now because the Trump administration took a position that beneficial ownership did not need to be reported for US Based individuals or entities that have been formed under US Jurisdiction.

So the number of people impacted went from about 33 million to 20,000.

And so law firms, accounting firms, banks, financial institutions, everyone can kind of take a big exhale and not worry about this.

For now.

So that's a good example of a permissive attitude by the Trump administration.

And they've been very active in regulating things that really were in desperate need of regulation.

Right.

Cryptocurrencies, digital assets, stablecoins, all that kind of stuff that was really put into the penalty backs by Gary Gensler and the Biden administration.

Really, there's a lot of rulemaking around it.

The Trump administration is very friendly toward that.

The Genius act passed.

There have been lots of stablecoin rules that have been established.

And just in general that aspect.

Right.

I think Trump wanted to make the US the cryptocurrency, you know, capital of the world or whatever it was.

He's done a lot to make that happen.

And one aspect of that that should be interesting to folks that are in financial institution work is that for fintechs and startups that really depended on money transfer process, financial transactions and things like that, the Office of the Controller of the Currency has recently ramped up significantly the number of trust bank charters that they've issued.

And trust banks are a little different than your sort of savings and loans or big banks in that they don't take deposits, they don't make loans, but they are issued a federal charter which allows them to engage in financial transactions at a federal level.

So they don't need to do a state by state qualification the way they would have absent those trust bank charters.

And that's really helped a lot of fintechs especially.

But other payment companies, you know, your stripes of the world and the folks that do that sort of thing operate without having to rely on third parties.

So great news if you're in the fintech world, maybe less great news if you're at a big financial institution that used to partner with those folks and process transactions for them.

They're going to be competing with you pretty soon.

So, and again, those trust bank charters, there's no FDIC insurance, there's very little regulatory oversight of them.

They don't report to the Federal Reserve, only to the Office of the Comptroller of the Currency.

And so once they're up and running, they're probably going to just continue operating in a money transfer way going forward.

Some areas where regulatory enforcement has become a big deal, you probably see this on tv, right?

Drug trafficking, human trafficking, any kind of illegal activity, or with sanctioned countries, Venezuela, you know, North Korea, these kinds of places are really squarely in the crosshairs of the administration, which has caused some issues, right, with trade and tariffs, the oil price situation with the Middle east, which maybe was out of date.

Now it's back, top of the news.

Maybe by the time this gets posted, it'll be resolved, but maybe not.

These kinds of changes just make it very, very hard, especially for folks who do merger and acquisition or corporate development work within their institutions, which is primarily what I do.

The price of oil changes 5%, 10% a day.

It's very hard to price things that rely on supply chains and energy, which is pretty much every company in the world.

So not too easy.

I also wanted to talk, you mentioned about regulation, Right.

So one aspect of regulation that's been a hal hallmark of the US System for quite some time is the general consistency of policy.

Right.

There are certainly political winds that blow one way or the other.

We talked about Gary Gensler and what the SEC was like under Biden.

But there was a recent Supreme Court case that's going to really, I think, change how politicized the regulatory process is in the short, medium and maybe long term.

It was one of the last Supreme Court cases released at the end of June, the Slaughter versus Trump case.

And this was one in which an FTC commissioner, and there was another regulatory agency commissioner who was dismissed without cause by President Trump.

And there was a question about whether that was allowed.

Slaughter.

And the Supreme Court found that he could not do that without cause.

So many commentators and people who follow the law, like myself, thought, well, this, this couldn't be more clear.

Right?

You have the same agency, the same situation.

The lower courts at found that this couldn't be done.

And lo and behold, the Supreme Court decides that that old precedent is no longer good law.

And that of course, the president gets to pick who he or she wants to work with.

And if someone displeases him or her, they can be fired.

You don't need a reason for that.

Well, that's a really interesting outcome because of course, the way these regulatory agencies, the ones that are important for the CFA charter, Holder group, right, Talking about the sec, the cftc, bank regulators, folks like that, these are generally run not by a single person, but rather a 5 commission.

And so there in general, there's two Democrats, there's two Republicans, and then there's a chair who usually has the same party affiliation as the sitting president.

Very much the tradition for the chair to step down.

I think of the sec, Gary Gensler resigned very quickly after Trump was elected.

And that's sort of how that goes.

And that's how that had gone for 90 years or whatever it is, maybe even longer.

But now what has happened is that with the Supreme Court case, you're going to have a situation where even the party that's not in power, those commissioners may end up being terminated and they may not end up being replaced, either because the president doesn't want to fill those vacancies or because the advice and consent process in the Senate takes a long time or they're not able to agree on who the commissioner should or could be.

So what does that mean?

You're going to have incredible political variation in the regulations and the way things are adopted by these agencies.

And as someone who gives legal advice based on precedent and rules that are promulgated by the sec, the cftc, fill in the blank.

I can't tell you from administration to administration how this is going to play out.

But it's going to be a lot different and there's going to be a lot more change than I think folks have been used to.

So grab your popcorn, hold on tight, see how that plays out.

I guess I should mention quickly mergers and acquisitions, right?

The Trump administration has been very permissive and in fact, encouraging of large deals.

The Paramount Warner Brothers deal is a very good example of one where I think the president pretty clearly in favor of that partnership.

And maybe not the Netflix deal that was initially signed and then terminated in favor of a Paramount deal.

You may have also seen how the state attorneys general have now sued to block those transactions.

That's extremely unusual.

The state attorneys general in prior M and A, they've just been on the sidelines.

But with the increased politicization of FTC and doj, HSR review, all that kind of stuff, you've got even more cooks in the kitchen now.

So that is not going to make life easier, even though the skids may be a little better greased in Washington.

I guess the last couple topics on this that I wanted to cover because people ask me about them all the time, are fiduciary duties.

We have a lot of folks who serve in fiduciary capacities and, or work for clients who may have those at issue, and there's been movement in that, too.

I mean, Delaware for a long, long time has been the place you want to be if you're a corporation in this country.

Right?

The Chancery courts are dedicated to interpreting law and, and are very efficient in terms of time for settling disputes.

There's a pretty predictable set of laws around fiduciary Duties and ones that may be heightened or considered under special circumstances, especially when there's a sale of the company.

Well, in recent years, and this has come to the fore both in M and A, as well as some of the Elon Musk compensation suits, things like that, at least one of the chancellors, and maybe more than one, have really come out with some extremely unpopular decisions.

And when I say unpopular, I mean by.

By folks like Elon Musk and maybe some directors who ended up having lawsuits proceed that they thought should be easily dismissed.

And that's because the Delaware corporate law is generally based on case law, not by the statute.

So the statute says directors owe fiduciary duty of loyalty and care.

What does that mean?

The courts have built out at least a full year's worth of law school curriculum.

So I won't get into all of the details, but it is based on what judges think as opposed to what the legislators thought.

Well, Nevada and Texas and Wyoming and a couple of other states have decided, oh, here's our chance.

We really wanted to capture all this money for acting as a, you know, the home base for these folks.

And Texas has really put on a big press to bring y' all street right trading markets and financial sophistication down to Dallas especially, but also Houston and Austin and some folks, including Chevron, which moved from New Jersey down to Texas and reincorporated, amazingly enough, after all this time, and the Elon Musk companies as well, have reincorporated in Texas.

And one of the reasons is because the fiduciary duties that directors and officers owe are actually codified in the statute in Texas.

Now, they haven't been proven out because there's not much case law around those, but at least it's written into the statute.

And the folks that are encouraging companies to move to Texas look at that as a really good reason to move out of Delaware and try a different place where they may have more predictability than they have.

Whether that's the case, you know, I don't know.

I'm skeptical, but I don't live in Texas, so we went a long time without talking about AI.

I know, I know.

I want to hear what you have to say for this.

It's still a hot topic.

It is.

And I think it's required by California law that everybody talk about AI at least once per half hour.

So we'll pick that box so we don't get in trouble with the authorities here.

Yeah.

AI is just, you know, the impacts are incredible.

I'm old enough to Remember the, you know, the Internet when it was capitalized and how much impact that had on everyone's day to day life.

I think AI is going to be in a similar path.

And one thing that that happened in the dot com run up and then is happening again now is the increased importance of intellectual property law.

And by that I mean patents, copyrights, trademarks, trade secrets, they're really important because those are the ways you can protect computer programs, possibly algorithms, things like that.

Certainly your secret sauce, whatever it might be within your AI algorithm, you probably don't want to have to publish that, right?

For patents, you have to actually publish it.

And so that's not so great if you have to give everybody the secret recipe.

And, but at any rate, copyright is really important for any software and especially artificial intelligence.

But there are some vagaries around it and there have been some releases by the copyright office and also some case law that says, sure, copyright will protect you as long as you're a human being.

And that's of course a problem because it's artificial intelligence, it's not human intelligence.

And so there's a question about how much human involvement has to occur for these.

Whether it's output, you know, like a screenplay or a book or a story or a movie, whether any of that is created by a human such that it could be protected by a copyright.

I think there are probably some ways around that, but people do need to be careful about whether the output that's so valuable from these models is going to be owned by them or owned by the public.

Right.

If it's not copyrighted, then anyone can use it.

I think the general theory here is that the prompts that are used for AI queries are not copyrightable, but the output can be as long as it's supervised by or a human is involved enough to be able to say, right, it was Tanya who did this, or it was Sam who did this.

It can't just be the AI product itself.

And that's important because especially folks who deal with company valuations or look at market values, you need to be able to put a price tag on the intellectual property, whether it's copyrighted or it's a trade secret.

And obviously if it's a trade secret, then the company better be taking some pretty significant steps to protect it, make sure the employees have access to it, can't just take it with them.

This is the Waymo case that people were really focused on when those employees were hired away and took a lot of the knowledge of the product with them.

And whether that's protectable or not as a trade secret.

So keep your eye on all of that and obviously hacking and security and everything like that.

If you're dealing with the secret and it gets out, then it's not a secret.

AI continues to be such an enigma and fascinating and I'm sure, like you said, we could probably keep talking about it and what's happening there, but I actually want to talk about.

You mentioned this a little bit already, but I wanted to talk about global finance because again, a hot topic, so many things happening globally and I just would love for your insight and input on how much do you think US rules and regulators really influence what happens overseas and does it really keep things fair and stable?

Sure.

Well, obviously I'm a US lawyer, so I and I've been talking about US things for this time.

I apologize for rambling on.

I think the US really still is the gold standard when it comes to regulated markets.

Rules about disclosure and fiduciary duties.

A lot of things we talked about, obviously a lot of the AI models being developed here, but some are coming out of China and other places around the world.

You know, if you talk about intellectual property law and how much that is enforceable in the US I think and in Europe, it's very enforceable.

Those rights in copyright and patent and in trademark are going to be respected and enforced in the Western world.

In China, who knows, Generally they are less enforced and when they are enforced, it's in favor of Chinese nationals or Chinese companies.

So I guess we've all walked down the streets of New York and seen the movie that just opened, available on a DVD or something right next to the theater.

Those more often than not, those pirated intellectual property of someone else, those often come from Asia.

I don't want to stereotype too broadly, but that's illustrative.

The difference that's given to intellectual property and ownership of non tangible assets in other parts of the world.

Similarly, in other regulation, our markets are certainly freer and better supervised.

I'll say there's more participation by legitimate large players than in Fill in the blank Malta, I guess Binance was there.

Right.

So I think that there is a bit of a race, there is a bit of a competition often when it's a legitimate market.

Places like the U.S. london.

Right.

Hong Kong, Tokyo.

These are the markets that tend to follow what the US is doing because they view themselves as in the same sort of pecking order and hierarchy and then fill in the blank.

Marrakesh, Malta.

Right.

They're after A different type of market.

And what we do here probably doesn't impact what they do, except maybe to opt out of some of those special rules, regulations, disclosure requirements and things like that.

I will say the importance of global market participation by folks like China and Russia, India, Brazil, they have been very involved in owning U.S. treasuries and other U.S. securities for quite some time.

For a while, I think China was the largest by percentage owner of treasury notes and bills.

And I think there's a sense that China is moving into other commodities, gold, maybe Bitcoin, real estate, possibly currencies and Treasuries or the equivalent of other countries.

Partly because I think the US dollar and the tariffs and some of the other unpredictable elements of recent policy have been viewed negatively or at least in the eyes of large players like China, India, Brazil ought to be diversified around.

And so it might just be that.

But I do also think that the impacts of what happens in the US around the world, it extends beyond just reg and into actual market activity by sovereign wealth funds, large governments, high net worth investors and individuals that are not US nationals.

So we, we need to keep all of that in mind.

So it's a pretty hard thing to gauge.

But I think here in the US the idea that sunlight is the best disinfectant is still pretty much adhered to by all the regulators and the markets and maybe to a lesser degree in other parts around the world.

Well, thank you for all that insight.

It's again a great, you know, for listeners to begin and get some knowledge on around this.

So my favorite question always is if you had a crystal ball, you know, just interesting markets we have now, interesting time we live in.

What big changes or new trends in the US financial regulations you think could impact the global investment scene in the next few years?

Sure.

Well, we talked a little bit about AI, but certainly that has got to be top of everyone's list from everything from how much companies are spending on capital, capital investments like chips and data centers and electric generation facilities, whether it's nuclear, solar, wind, tidal gas, coal, whatever it is, that's going to be a huge impact and they're going to be very large winners, probably a small number of them and a lot of losers as all of the AI stuff plays out.

Right.

I mean we joked about Claude and we can talk about ChatGPT and there are a couple others that are household names at this point and they've already announced plans to pursue IPOs and those may be publicly traded companies by this time next year and how they do and who they acquire and what their weaknesses are is going to be interesting to watch, right?

I guess I'm old enough to remember Mosaic and Netscape and Yahoo.

Ask Jeeves even.

I mean, altavista excited.

I could list all of the losers in the browser wars, but pretty clearly and pretty quickly, Google came up with a faster, better, cheaper.

It was free, still is product.

And what it ended up costing, of course, was personal data and access to advertising and some things that I think people were not anticipating would be a part of what Internet search was all about.

So the way these things play out is going to be interesting to watch and it's going to be somewhat unpredictable.

Other than that, it will be predictably important.

The other thing is that the law is really slow to react to business changes just generally.

Right.

I mean, we talked about cryptocurrency regulation and we tried to sort of bury our head in the sand as a country and as a regulatory home when it came to digital assets until very recently.

The law will eventually catch up with all this stuff and new tests will be developed and new standards will be set so that, for example, it's protectable by copyright as long as A, B, C and D have happen.

We don't have that right now.

So that will be interesting to watch play out and for larger industry participants, think about how you want that to go because there's going to be a chance to influence the policy around that.

And of course, since the law will be part of all of this, good lawyers like myself and my colleagues at Mayor Brown should be a first call for everybody.

And you know, I can manage some numbers too with the CCHR experience behind me too.

So hopefully that'll make me helpful to the, to the group.

Oh, you've been absolutely helpful and thank you so much for sharing your insights.

There was a lot to digest and I'm sure a lot of our listeners are going to have a lot of comments and questions.

So hopefully we'll get you back maybe in a year or two and see where we are with changes and updates and definitely keeping tabs on the.

Sure.

Well, and you know folks, if you're listening and you have a special or specific question I didn't have a chance to answer, feel free to reach out.

You can contact me by email or phone and I'm happy to meet for coffee or set up an internal meeting or whatever if there are regulatory experts that you need to talk to or that you just want to run something by.

So feel free to reach out.

Happy to.

That's awesome.

Sam, thank you.

And be careful what you wish for.

Your phone might start veering off the hook.

Well, all right, well, thank you so much and look forward to catching up with you again sometime soon, hopefully.

Sounds great, Tanya.

I'm looking forward to seeing how the rest of the season plays out.

I'm honored to be the one who kicks it off.

So thanks.

Thank you.

Thank you to this month's guest, Sam Dibble, for joining us to share his insights on the impacts of regulation on financial markets.

Be sure to join us for another episode of Financial Perspectives, released on the last Tuesday of each month.

This podcast is produced by CFA Society San Francisco, a not for profit professional professional association providing professional learning and career resources to over 13,000 investment industry professionals worldwide.

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