Adolf A. Berle Professor of Law
Legal and Economic Aspects of the Securities Markets
Self-Regulation in the Securities Industry
The Corporation in Modern Society
Corporation Relations Issues
Negotiable Instruments and Sales
Growth of the Big Business Corporation
Securities Distribution and Regulation
Selected Issues in Securities Market Regulation
LL.B., Yale Law School, 1938
B.A., Economics, Yale College, 1935
Public Affairs, 212-854-2650
Walter Werner was Columbia Law School’s first Adolf A. Berle Professor of Law and a leading advocate for institutional reform at the U.S. Securities and Exchange Commission. He was an innovative and inspiring teacher, as well as a preeminent expert in securities regulation.
Werner was born in Bridgeport, Conn., on March 15, 1915. He studied economics at Yale College, where he was a member of Phi Beta Kappa, and graduated with a bachelor’s degree in 1935. Werner enrolled at Yale Law School following his college graduation, and he served as editor-in-chief of The Yale Law Journal during his time there. He received his LL.B. from Yale in 1938.
Werner then went on to serve as the assistant to Bridgeport’s city attorney, in addition to working in private practice there. After five years serving in legal and administrative roles at Blaw-Knox, a manufacturing company in Pittsburgh, Werner became president and general manager of the Hoffman Fuel Company in Danbury, Conn. In 1961, he was named vice president and consultant for the company, which had become a subsidiary of the Standard Oil Company of California.
William L. Cary, a Dwight Professor of Law at Columbia Law School and commissioner of the SEC from 1961 to 1964, recruited Werner to join the SEC in October 1962 as associate director of the commission’s corporation finance division. During the next few months, Werner and the division he led participated in the SEC’s Special Study of Securities Markets, an investigation into whether the SEC’s rules for national securities exchanges and associations sufficiently protected investors. The findings of the study, which were released in 1963, highlighted many shortcomings in industry self-regulation. As a result, Cary established the SEC’s Office of Program Planning to help implement the study’s recommended reforms, and he made Werner director of the new department in the summer of 1963. In addition to undertaking a review of SEC policies in the wake of the Special Study, the office managed an economic research arm that advised the SEC on issues affecting the securities markets. While at the SEC, Werner also recommended that the New York Stock Exchange end the use of fixed commission rates, and he is credited as the first person to make such a suggestion. (The SEC formally put an end to fixed commission rates in 1975, and, in 1987, a Law School symposium on global securities markets dedicated to the memory of Werner focused on his radical proposal.)
Werner joined the Columbia Law School faculty in 1966, after once again being recruited by Cary. He taught securities law and corporations for the next 20 years, in addition to teaching classes at Columbia Business School. Werner, who was named the Law School’s first Adolph A. Berle Professor of Law, also developed a seminar on securities law and business organizations that emphasized scholarly research and practical skills. “He taught us how to sharpen our legal skills to address complex issues in the real world,” says J. Frederick Berg Jr. ’69, who studied with Werner in the late 1960s.
In 1991, Steven T. Smith ’87, a former student and research assistant of Werner’s, finished and published Werner’s book Wall Street. It focuses on the development of early securities markets alongside the development of the American economy. Werner also published several articles on SEC regulation, the securities industry, and corporate law during his time at Columbia Law School, including: “Protecting the Mutual Fund Investor: The SEC Reports on the SEC” (Columbia Law Review, 1968); “The Certificateless Society: Why and When?” (The Business Lawyer, 1971); “Adventure in Social Control of Finance: The National Market System for Securities” (Columbia Law Review, 1975); “Management, Stock Market and Corporate Reform: Berle and Means Reconsideration” (Columbia Law Review, 1977); “Corporation Law in Search of its Future” (Columbia Law Review, 1981); and “The SEC as a Market Regulator” (Virginia Law Review, 1984).