a Joint Research center of the law school, the wharton school, and the Department of economics in the school of arts and sciences at the University of Pennsylvania
Message froM the Co-Chairs: 1
Board of advisors: 2
Message froM the dean: 6
Message froM the Co-direCtors: 7
roundtaBle PrograMs: 9
CorPorate roundtaBle, sPring 2013: 10
CorPorate roundtaBle, fall 2012: 12
CorPorate roundtaBle, sPring 2012: 14
CorPorate roundtaBle, fall 2011: 14
CorPorate roundtaBle, sPring 2011: 16
CorPorate roundtaBle, fall 2010: 16
Panel PrograMs: 19
ChanCery Court PrograMs: 20
insights froM PraCtiCe: 22 leCtures 25 law and entrePreneurshiP: 26
distinguished Jurist: 28
international PrograM leCtures: 30
Past leCtures: 32
aCadeMiC events 35
Judging CorPorate law ConferenCe: 36
nyu /Penn ConferenCe, sPring 2013: 38
Penn /nyu ConferenCe, sPring 2012: 38
ile /wharton finanCe seMinars: 40
CurriCular PartnershiPs: 42
PuBliCations and PaPers: 44
assoCiate faCulty: 46
institute investors 55
message from the co - chairs
For almost three decades, Penn’s Institute for Law and Economics has contributed to scholarship, policy, and practice on relevant issues of law and economics that affect our country’s businesses and financial institutions.
the Institute’s programs have become increasingly relevant and important in this challenging economic climate, focusing on the issues that the academic, legal, and business communities care about. Today the Institute enjoys an outstanding international reputation for the excellence of its programs, where leaders in business, financial management, legal practice, and academic scholarship candidly discuss the intersection of theory and practice on a host of significant issues. The participation of our board members in ILE programs is a vital component of their success.
On behalf of the Institute’s Board of Advisors, we want to express our gratitude to everyone who has helped the Institute during this past year, whether through financial contributions or by participation in ILE programs. One of the foremost goals of the Institute is to broaden and diversify our foundation, and once again we have realized that goal.
We are delighted to report some superb additions to our Board of Advisors during the past year. We are pleased to welcome the following new members: Martin J. Bienenstock (Proskauer Rose LLP); John G. Finley (The Blackstone Group L.P.); Eduardo Gallardo (Gibson, Dunn & Crutcher LLP); Keir Gumbs (Covington & Burling LLP); Helen P. Pudlin (formerly of PNC Financial Services Group); John D. Stanley (Air Products and Chemicals, Inc.); Peter L. Welsh (Ropes & Gray LLP); and one returning member, Joseph D. Gatto (Perella Weinberg Partners). These accomplished individuals will greatly enhance the work of the Institute and broaden the composition of our Board.
All of the members of our Board give graciously to the Institute, not just financially but also of their time and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactors Bob Friedman, Paul G. Haaga, Jr., and Skadden, Arps, Slate, Meagher & Flom LLP (through Eric Friedman). Their extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to each of them.
Bill Bratton, Jill Fisch, and Michael Wachter continued to be truly outstanding as co-directors of the Institute. The co-directors’ dedication to all aspects of the Institute’s work and their ability to come up with timely programs and attract the ideal participants to make every program an unqualified success are why ILE is world-renowned as the forum for interesting dialogue on topical issues for corporations and their financial and legal advisors.
Charles “Casey” Cogut
Simpson Thacher & Bartlett LLP
Joseph B. Frumkin
Sullivan & Cromwell LLP
September 2013
board of advisors board of advisors
Keir
Hon. Leo E. Strine, Jr.
message from the dean
For over twenty years, the Institute for Law and Economics has successfully demonstrated the benefits of a cross-disciplinary perspective.
its programs provide a model for how to build bridges between disciplines by creating ties between schools, between faculty members, between students, and between experts in the field from around the world. ILE combines Penn’s greatest strengths in the Law School, the Wharton School, and the Department of Economics to focus on complex questions that concern all of these fields. The Institute proves that when you bring the right people—judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—to convene outside of their own niches, remarkably original insights are generated.
As our world grows more complex every day, the topics the Institute addresses are both exciting and relevant. It is no longer enough to approach complicated questions such as financial regulation, shareholder empowerment, or investment management solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to the underlying economic trends and legal regulations. All of ILE’s participants contribute to and benefit from the profound understanding such analysis affords.
In addition to its unique focus, another of the Institute’s strengths is the variety of programs it offers. The roundtables—ILE’s signature events—bring together distinguished members of the bar, judiciary, government, business world, and academia for open discussion and intellectual exploration. ILE’s public lectures by leading jurists, executives, and entrepreneurs attract participants from all sectors of the University and from the wider community. During the past year the outstanding talks, panels, and conferences organized by the Institute covered a wide range of topics and programs, from corporate finance and corporate governance to private equity, litigation, and the unique problems of general counsels, as well as large-scale entrepreneurship and management.
Since my cross-disciplinary vision for the Law School and the purposes of the Institute for Law and Economics are so similar, it is personally gratifying to me that the Institute is generously supported by contributors who understand the importance of what we do and the unique position the Institute holds. Many of these contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events.
ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, have my particular thanks for their many exceptional contributions. Like all who serve as advisors for ILE, Casey and Joe contribute their very valuable time and expertise, in addition to their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership.
I must also thank the three eminent professors who lead the Institute for Law and Economics—Michael Wachter, Jill Fisch, and Bill Bratton. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind.
I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment during the past year. With the proper support and sponsorship, the Institute for Law and Economics has limitless potential for growth and expansion in the future. We welcome others to join in backing and participating in this extremely worthwhile endeavor.
miChael a. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
September 2013
message from the co - directors
the Institute for Law and Economics continues to be the legal academy’s leading center for corporate law, endeavoring to present its most compelling corporate law programs. We believe this year’s events met this demanding aspiration, providing a venue for serious discussions among leading corporate practitioners, lawmakers, and academics and for beneficial encounters across academic disciplines. We look forward to taking our programming to a still higher level in the future.
Our Fall Corporate Roundtable looked at the current developments in the private equity sector. We examined developments in the financing and transaction structure as well as new data on private equity performance. Our Spring Roundtable considered current issues regarding Delaware corporate litigation. We considered the recent evolution of Delaware law, particularly with respect to M&A litigation as well as the challenges posed by multi-state filing and possible legal responses such as forum selection bylaws.
Our public lecture series highlighted the diversity of ILE’s programming. Our Distinguished Jurist lecturer, Daniel Tarullo, Governor of the Federal Reserve Board, spoke about the state of regulatory reform in the financial sector. Our fall Law and Entrepreneurship lecture came from David Perla, Co-Chief Executive Officer of Pangea3 LLC, who addressed the challenges and opportunities of international entrepreneurship in the global market for legal services. In the spring, our Law and Entrepreneurship speaker was Adam Aron, CEO and Co-Owner of the Philadelphia 76ers, who talked about applying lessons learned in business management to a professional sports team.
Corporate governance retained a place at the top of our agenda as well. Our Fall Insights from Practice program brought together prominent corporate general counsel to talk about the challenges held out by their practices. One of our Chancery Court programs focused on the emerging concept of benefit corporations and the other dealt with the “say on pay” phenomenon. We successfully continued our cross-disciplinary academic initiatives. Luca Enriques, from the University LUISS “Guido Carli” Department of Law in Rome, delivered a lecture on takeover law as part of our International Programs Series. The Law and Finance series, held in cooperation with Wharton’s Finance Department as a regular part of its Finance workshop, featured papers on long-term contracting from Alan Schwartz, Sterling Professor of Law at Yale Law School, and derivatives in bankruptcy by Patrick Bolton, Barbara and David Zalaznick Professor of Business at Columbia Business School. In February, we co-hosted the ninth annual Penn/NYU Law and Finance Conference. The conference is a joint venture of the Institute for Law and Economics, the Wharton Financial Institutions Center, and the Pollack Center for Law and Business at New York University. We also joined the Oxford University law faculty in co-hosting a conference bringing together judges from the United States and the United Kingdom to compare their approaches to corporate law decision-making.
Our Institute’s greatest strength continues to lie in our supporters’ active participation in our programs. Our board members and sponsors make our programs possible, not only as financial supporters but as key participants and co-organizers. We are especially grateful for the dedicated and enthusiastic work of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP. We are delighted to welcome seven new board members: Martin J. Bienenstock (Proskauer Rose LLP); John G. Finley (The Blackstone Group L.P.); Eduardo Gallardo (Gibson, Dunn & Crutcher LLP); Keir Gumbs (Covington & Burling LLP); Helen P. Pudlin (formerly of PNC Financial Services Group); John D. Stanley (Air Products and Chemicals, Inc.); Peter L. Welsh (Ropes & Gray LLP); and to welcome back one returning member, Joseph D. Gatto (Perella Weinberg Partners).
William W. Bratton, Co-Director, Institute for Law and Economics
Deputy Dean and Nicholas F. Gallicchio Professor of Law
Jill e. FisCh, Co-Director, Institute for Law and Economics
Perry Golkin Professor of Law
miChael l. WaChter, Co-Director, Institute for Law and Economics
William B. and Mary Barb Johnson Professor of Law and Economics
September 2013
r oundtable Programs
At the heart of the Institute’s work is the roundtable series, which brings members of the Institute’s associate faculty and other academics together with corporate executives, practicing attorneys, judges, public policymakers, and students. Each roundtable takes up current issues that emerge from the research and teaching of the Institute and provides a forum for lively discussion.
OVER THE YEARS, the Institute has sponsored roundtables on a broad range of topics—including labor law and bankruptcy, as well as corporate law, governance, and finance—engaging the interest and participation not only of scholars but also of leaders in the business and public sectors. The high caliber of the participants guarantees that each affair is intense and informative. ILE’s longstanding off-the-record policy for the roundtables is often the impetus for an energetic and wide-ranging exchange of ideas among some of the nation’s most accomplished scholars, attorneys, and business people.
A Great Game: The Dynamics of State Competition and Litigation
steven Davidoff, Associate Professor of Law and Finance, The Ohio State University Moritz College of Law
matthew D. cain, Assistant Professor, University of Notre Dame, Mendoza College of Business
this paper provides a multi-dimensional picture of jurisdictional competition for corporate litigation by examining merger litigation in a hand-collected sample of 1,117 takeovers from 2005-2011. the authors find that entrepreneurial plaintiffs’ attorneys drive this competition by bringing suits in jurisdictions which have previously awarded more favorable judgments and higher fees and by avoiding unfavorable jurisdictions. states with an apparent interest in attracting corporate litigation respond in-kind by adjusting judgments and awards to re-attract litigation. these states award higher attorneys’ fees and dismiss fewer cases when attorneys have been migrating to other jurisdictions. our findings illuminate the dynamics and existence of jurisdictional competition for corporate litigation.
Putting Stockholders First, Not the First-Filed Complaint
hon. Leo e strine, Jr., Chancellor, Delaware Court of Chancery
Lawrence hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law matthew Jennejohn, Associate, Shearman & Sterling LLP
the prevalence of settlements in class and derivative litigation challenging mergers and acquisitions in which the only payment is to plaintiffs’ attorneys suggests potential systemic dysfunction arising from the increased frequency of parallel litigation in multiple state courts. after examining possible explanations for that dysfunction, and the historical development of doctrines limiting parallel state court litigation—the doctrine of forum non conveniens and the “first-filed” doctrine—this article suggests that those doctrines should be revised to better address shareholder class and derivative litigation. revisions to the doctrine of forum non conveniens should continue the historical trend, deemphasizing fortuitous and increasingly irrelevant geographic considerations, and should place greater emphasis on voluntary choice of law and the development of precedential guidance by the courts of the state responsible for supplying the chosen law. the “first-filed” rule should be replaced in shareholder representative litigation by meaningful consideration of affected parties’ interests and judicial efficiency.
APRIL 19, 2013
Welcome
Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
a great game: the Dynamics of state Competition and litigation
Steven Davidoff, Associate Professor of Law and Finance, The Ohio State University
Moritz College of Law
Matthew D. Cain, Assistant Professor, University of Notre Dame, Mendoza College of Business
commentators
Brian T. Frawley, Sullivan & Cromwell LLP
Todd Gormley, Assistant Professor of Finance, The Wharton School
putting stockholders First, not the First-Filed Complaint
Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
Lawrence Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law
Matthew Jennejohn, Associate, Shearman & Sterling LLP
commentators
Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz
Mark J. Roe, David Berg Professor of Law, Harvard Law School
Afternoon Session
panel on Delaware Corporate litigation
moderators
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
panelists
Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP
Hon. Donald F. Parsons, Jr., Vice Chancellor, Delaware Court of Chancery
Roberta Romano, Oscar M. Ruebhausen Professor of Law and Director, Yale Law School
Susan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLP
Bruce L. Silverstein, Young Conaway Stargatt & Taylor, LLP
Gregory P. Williams, Richards, Layton & Finger, P.A.
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Sullivan & Cromwell LLP; Hon. Donald F. Parsons, Jr., Delaware Court of Chancery; Susan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLP. Middle row: Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz; Robert E. Spatt, Simpson Thatcher & Bartlett LLP; Martha L. Rees, E. I. du Pont de Nemours and Company; Hon. E. Norman Veasey, Weil, Gotshal & Manges LLP. Back row: Moshe A. Cohen, Columbia Business School; Christine T. DiGuglielmo, Weil, Gotshal & Manges LLP; Rich Hynes, University of Virginia School of Law; Sean J. Griffith, Fordham Law School.
2 Hon. Donald F. Parsons, Jr., Delaware Court of Chancery.
3 Susan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLP.
4 Front row: Roberta Romano, Yale Law School; Robert L. Friedman, The Blackstone Group L.P.; Hon. Leo E. Strine, Jr., Delaware Court of Chancery. Middle row: Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Brian T. Frawley, Sullivan & Cromwell LLP; Lawrence Hamermesh, Widener University School of Law. Back row: D. Gordon Smith, Brigham Young University - J. Reuben Clark Law School; Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom LLP; Camille Lautier, University of Pennsylvania Law School.
5 Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz.
6 Front row: Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP; Bruce L. Silverstein, Young Conaway Stargatt & Taylor, LLP. Middle row: Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Brian T. Frawley, Sullivan & Cromwell LLP; Lawrence Hamermesh, Widener University School of Law.
Front row: Joseph B. Frumkin,
A Theory of Preferred Stock
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
Preferred stock is under theorized. the most recent comprehensive study appeared almost six decades ago. commentary since has been sporadic. Yet preferred stock’s economic salience has increased notably in recent decades. the volume of new preferred offerings outstrips that of initial public offerings ( Pos) of common stock or new public common offerings by seasoned issuers. Preferred also is the favored mode of investment in the venture capital sector. finally, it is much utilized in the financial sector—the united states treasury purchased more than $200 billion of preferred under the troubled asset relief Program. it is time for a new look.
this paper describes the contract/corporate balance set during the first half of the twentieth century, addresses problems arising from acquisitions of preferred stock issuers, investigates the paradigmatic overlap occasioned by preferred with mandatory dividend and redemption rights, assesses the venture capital context, where preferred stockholders often control the board of directors but also operate under pressure to monetize their equity investments, and concludes by asking whether a more consistent regime of across-the-board corporate or contract treatment would improve matters.
Private Equity Performance: What Do We Know?
steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, The University of Chicago Graduate School of Business
this paper presents evidence on the performance of nearly 1400 u s private equity (buyout and venture capital) funds using a new research-quality dataset from Burgiss, sourced from over 200 institutional investors. using detailed cash-flow data, the authors compare buyout and venture capital returns to the returns produced by public markets. We also compare the evidence from Burgiss to that derived from other commercial datasets—venture economics, Preqin and cambridge associates—as well as recent research. We find better buyout fund performance than has previously been documented. this in part reflects recently discovered problems with data provided by venture economics, upon which several previous studies had relied. average u s buyout fund performance has exceeded that of public markets for most vintages for a long period of time. the outperformance versus the s&P 500 averages 20% to 27% over the life of the fund and more than 3% per year. average u s. venture capital funds, on the other hand, outperformed public equities in the 1990s, but have underperformed public equities in the 2000s. using individual fund data, we explore the relationship between absolute measures of performance— internal rates of return (irrs) and multiples of invested capital—and performance relative to public markets. Within a given vintage year, performance relative to public markets can be predicted well by a fund’s multiple of invested capital and irr so we are able to estimate the performance relative to public markets that would have been derived from the other commercial datasets, had the required cash-flow data been available. Private equity performance in the other commercial sources—other than venture economics—is qualitatively similar to that we find using the Burgiss data.
DECEMBER 14, 2012
Welcome
Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session a theory of preferred stock
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
commentators
D. Gordon Smith, Associate Dean and Glen L. Farr Professor of Law, Brigham Young University - J. Reuben Clark Law School
Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
private equity performance: What Do We know?
Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, The University of Chicago Graduate School of Business
commentators
Robert P. Bartlett III, Professor of Law, UC Berkeley School of Law Perry Golkin, Chief Executive Officer, PPC Enterprises LLC
Afternoon Session
panel on private equity today
moderators
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
panelists
David N. Brooks, General Counsel, Fortress Investment Group LLC
Charles I. Cogut, Simpson Thacher & Bartlett LLP
John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.
Steve Judge, President & CEO, Private Equity Growth Capital Council
Alison J. Mass, Managing Director and Co-Head of Financial Sponsors Group, The Goldman Sachs Group, Inc.
G. Daniel O’Donnell, Dechert LLP
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Alison J. Mass, The Goldman Sachs Group, Inc.
Michael L. Wachter, University of Pennsylvania Law School; William W. Bratton, University of Pennsylvania Law School.
John G. Finley, The Blackstone Group L.P.
Front row: G. Daniel O’Donnell, Dechert LLP. Middle row: Joel E. Friedlander, Bouchard Margules & Friedlander; Lawrence Hamermesh, Widener University School of Law. Back row: Donna M. Nagy, Indiana University Maurer School of Law; Robert B. Thompson, Georgetown University Law Center; Bilge Yilmaz, The Wharton School.
Front row: Alison J. Mass, The Goldman Sachs Group, Inc.; Hon. Travis Laster, Delaware Court of Chancery; Robert L. Friedman, The Blackstone Group L.P. Middle row: Marc H. Kushner, Lazard Frères & Co. LLC; David K. Musto, The Wharton School; Steven N. Kaplan, The University of Chicago Graduate School of Business.
Steven N. Kaplan, The University of Chicago Graduate School of Business.
Christopher J. Brummer, Georgetown University Law Center; James D. Cox, Duke University School of Law.
Perry Golkin, PPC Enterprises LLC.
APRIL 20, 2012
Welcome
Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
adapting to the new shareholder Centric reality: Creditor protection
Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School
commentators
Isaac D. Corré, Senior Managing Director, Eton Park Capital Management
Reinier Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School
thirty years of shareholder rights and Firm Valuation
Martijn Cremers, Associate Professor of Finance, Yale School of Management
Allen Ferrell, Harvey Greenfield Professor of Securities Law, Harvard Law School
commentators
Bo Becker, Assistant Professor of Business Administration, Harvard Business School
Paul K. Rowe, Wachtell, Lipton, Rosen & Katz
Afternoon Session
panel on Delaware law and shareholder empowerment: how it has evolved and Where it is going
moderators
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
panelists
Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP
William T. Allen, Nusbaum Professor of Law and Business, New York University School of Law
William C. Coffey, Senior Vice President and Deputy General Counsel, Fidelity Investments
Stephen Fraidin, Kirkland & Ellis LLP
Perry Golkin, Advisory Partner, Kohlberg Kravis Roberts & Co.
Hon. Jack B. Jacobs, Justice, Supreme Court of Delaware
DECEMBER 9, 2011
Welcome
Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
the political economy of Fraud on the market
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School
commentators
James D. Cox, Brainerd Currie Professor of Law, Duke University School of Law
Linda Chatman Thomsen, Davis Polk & Wardwell LLP
“publicness” in Contemporary securities regulation
Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center
Robert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Center
commentators
Joshua F. Bonnie, Simpson Thacher & Bartlett LLP
Adam C. Pritchard, Professor of Law, The University of Michigan Law School
Afternoon Session
panel on the seC from an institutional perspective
moderators
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School
panelists
David M. Becker, Cleary Gottlieb Steen & Hamilton LLP
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Harvey J. Goldschmid, Dwight Professor of Law, Columbia Law School
Roy J. Katzovicz, Chief Legal Officer and Investment Team Member, Pershing Square Capital Management, L.P.
Simon M. Lorne, Vice Chairman and Chief Legal Officer, Millennium Management LLC
Troy A. Paredes, Commissioner, U.S. Securities and Exchange Commission
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1 Front row: Simon M. Lorne, Millennium Management LLC; Roy J. Katzovicz, Pershing Square Capital Management, L.P. Middle row: Martha L. Rees, E. I. du Pont de Nemours and Company; Joshua F. Bonnie, Simpson Thacher & Bartlett LLP.
Troy A. Paredes, U.S. Securities and Exchange Commission.
Front row: Heidi Stam, Vanguard; Stephen L. Brown, TIAA-CREF. Middle row: Edward B. Rock, University of Pennsylvania Law School.
Front row: Hon. Jack B. Jacobs, Supreme Court of Delaware; William T. Allen, New York University School of Law; Perry Golkin, Kohlberg Kravis Roberts & Co. Middle row: Joel E. Friedlander, Bouchard Margules & Friedlander; David C. McBride, Young Conaway Stargatt & Taylor, LLP. Back row: Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom LLP; Rich Hynes, University of Virginia School of Law; Moshe A. Cohen, Columbia Business School.
Hon. Travis Laster, Delaware Court of Chancery; Joseph B. Frumkin, Sullivan & Cromwell LLP; Christopher Young, Credit Suisse.
Front row: William D. Anderson, Jr., Goldman, Sachs & Co.; Roy J. Katzovicz, Pershing Square Capital Management, L.P. Middle row: Marc H. Kushner, Lazard Frères & Co. LLC; Bo Becker, Harvard Business School; Edward B. Rock, University of Pennsylvania Law School. Back row: David A. Skeel, Jr., University of Pennsylvania Law School.
APRIL 8, 2011
Welcome
Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
transaction Consistency and the new Finance in Bankruptcy
Thomas H. Jackson, Distinguished University Professor in Political Science and Business Administration and President Emeritus, University of Rochester
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law, University of Pennsylvania Law School
commentators
Richard K. Kim, Wachtell, Lipton, Rosen & Katz
Mark J. Roe, David Berg Professor of Law, Harvard Law School
systemic risk after Dodd-Frank: Contingent Capital and the need for regulatory strategies
Beyond oversight
John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School
commentators
Barry E. Adler, Charles Seligson Professor of Law, New York University School of Law
Randall D. Guynn, Davis Polk & Wardwell LLP
Afternoon Session
panel on issues in Bankruptcy and resolution
moderators
William W. Bratton, Professor of Law, University of Pennsylvania Law School
Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School
panelists
Donald S. Bernstein, Davis Polk & Wardwell LLP
Martin J. Bienenstock, Dewey & LeBoeuf LLP
Richard J. Herring, Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School
William F. Kroener, III, Sullivan & Cromwell LLP
Richard Levin, Cravath, Swaine & Moore LLP
Harvey R. Miller, Weil, Gotshal & Manges LLP
James Millstein, Former Chief Restructuring Officer, U.S. Department of the Treasury
DECEMBER 10, 2010
Welcome
Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
high Water marks in Competitive Capital markets
Susan Kerr Christoffersen, Associate Professor of Finance, Rotman School of Management, University of Toronto
David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School
commentators
Steven J. Fredman, Schulte Roth & Zabel LLP
Ronald J. Gilson, Marc and Eva Stern Professor of Law and Business, Columbia Law School
unfulfilled expectations? the returns
to international hedge Fund activism
Marco Becht, Professor, University of Brussels
Julian Franks, Professor of Finance, London Business School
Jeremy Grant, Ph.D. Candidate, University of Cambridge
commentators
Isaac Corré, Senior Managing Director, Eton Park Capital Management
Joseph A. McCahery, Professor of Financial Market Regulation and Professor of International Economic Law, Tilberg UniversityTilburg Law and Economics Center
Afternoon Session
panel on hedge Funds under Fire?
moderators
William W. Bratton, Professor of Law, University of Pennsylvania Law School
Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School
panelists
Brian Breheny, Skadden, Arps, Slate, Meagher & Flom LLP
Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P.
Faiza J. Saeed, Cravath, Swaine & Moore LLP
Bruce Silverstein, Young Conaway Stargatt & Taylor, LLP
Hon. Leo E. Strine, Jr., Vice Chancellor, Delaware Court of Chancery
John Suydam, Chief Legal Officer, Apollo Global Management, LLC
Gregory V. Varallo, Richards, Layton & Finger, P. A.
Gilson, Columbia Law School.
4 Front row: Roy J. Katzovicz, Pershing Square Capital Management, L.P.; Faiza J. Saeed, Cravath, Swaine & Moore LLP; Bruce L. Silverstein, Young Conaway Stargatt & Taylor, LLP. Middle row: Ronald J. Gilson, Columbia Law School; James E. Odell, UBS Investment Bank; Daniel M. Hawke, Philadelphia Regional Office, SEC; Roberta Romano, Yale Law School. Back row: Christine Hurt, University of Illinois College of Law; James C. Spindler, The University of Texas at Austin School of Law; David G. Clarke, The Griffing Group, Inc.; Robert C. Clark, Harvard Law School.
5 Donald S. Bernstein, Davis Polk & Wardwell LLP.
6 Front row: Louis J. Bevilacqua, Cadwalader, Wickersham & Taft LLP; Hon. Jack B. Jacobs, Supreme Court of Delaware; Marc Weingarten, Schulte Roth & Zabel LLP. Middle row: Christopher Young, Credit Suisse; David K. Musto, The Wharton School; Joseph A. McCahery, Tilburg University. Back row: Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom, LLP; Kent S. Hughes, Egan-Jones Group, Ltd.; April Klein, NYU Stern School of Business.
1 Harvey R. Miller, Weil, Gotshal & Manges LLP; Richard Levin, Cravath, Swaine & Moore LLP.
2 Front row: Hon. Christopher S. Sontchi, U.S. Bankruptcy Court, District of Delaware; Robert L. Friedman, The Blackstone Group L.P. Middle row: Edward B. Rock, University of Pennsylvania Law School; Mark J. Roe, Harvard Law School. Back row: John C. Coffee, Jr., Columbia Law School.
3 Front row: Hon. Leo E. Strine, Jr., Delaware Court of Chancery; Roy J. Katzovicz, Pershing Square Capital Management, L.P. Middle row: Julian Franks, London Business School; Ronald J.
Panel Programs
In addition to the roundtable series, the Institute hosts several panel programs each year that explore important topics in the areas of law and finance. The panelists on these programs provide students and other attendees with real-world examples of the complex situations they face in their professional careers.
THESE PROGRAMS are usually followed by Corporate Governance Dinners with further commentary and discussion. The Corporate Governance Dinners provide an opportunity for off-the-record conversation among presenters and members of the board of advisors, their invited colleagues, and the Institute’s associate faculty
APRIL 9, 2013
say on pay
This program looked at how “say on pay” requirements of the Dodd–Frank Wall Street Reform and Consumer Protection Act have affected executive compensation. Although the compensation committee of the Board of Directors typically sets executive compensation, section 951 of the Dodd-Frank bill requires public companies to give their shareholders an advisory vote to approve or disapprove compensation paid to executives during the prior fiscal year. The statute also requires enhanced disclosure. This panel brought together experts in executive compensation, institutional investors, and academics to discuss the effect of these regulations on compensation processes and pay practices, as well as the impact of proxy advisors on the say on pay vote.
moderators
Hon. Leo E. Strine, Jr., Chancellor, Chancery Court of Delaware
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics
panelists
Glenn Booraem, Principal and Fund Controller, Vanguard
David Chun, CEO and Founder, Equilar, Inc.
Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP
Daniel Pedrotty, Director, Capital Strategies Department, American Federation of Teachers
Michael J. Segal, Wachtell, Lipton, Rosen & Katz
Randell S. Thomas, John S. Beasley II Professor of Law and Business, Vanderbilt University Law School
FEBRUARY 12, 2013
Benefit Corporations
This program investigated the growing phenomenon of benefit corporations. In the last two years, a number of U.S. jurisdictions have adopted statutory provisions allowing corporations to opt in to a legal structure that explicitly expands the purpose of the corporation beyond maximizing shareholder value. These provisions allow or require directors to consider environmental, societal, and other impacts of corporate activity. This panel featured the co-founder of B Lab, a non-profit that advocates for and certifies benefit corporations, the principal of an asset management firm that focuses on sustainability issues, and the chairman of the ABA Committee on Corporate Law’s working group on Benefit Corporations.
moderators
Hon. Leo E. Strine, Jr., Chancellor, Chancery Court of Delaware
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics
panelists
Frederick H. Alexander, Chairman, Benefit Corporation Task Force of the ABA Committee on Corporate Laws; Morris, Nichols, Arsht & Tunnell LLP
David Chen, Co-founder and Principal, Equilibrium Capital Group
Andrew Kassoy, Co-Founder, B Lab
1 Hon. Leo E. Strine, Jr., Delaware Court of Chancery; David Chen, Equilibrium Capital; Andrew Kassoy, B Lab.
2 Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP.
3 Stephen P. Lamb, Paul, Weiss, Rifkind, Wharton & Garrison LLP; Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP.
4 Adam H. Offenhartz, Gibson, Dunn & Crutcher LLP; Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP.
Michael J. Segal, Wachtell, Lipton, Rosen & Katz; Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP; Daniel Pedrotty, American Federation of Teachers; Randall S. Thomas, Vanderbilt University Law School.
2 2 insights from P ractice
NOVEMBER 14, 2012
This fall’s Insights from Practice program focused on the special challenges faced by corporate general counsel. Our panelists discussed the differences between in-house and outside counsel. In particular, the panel considered how corporate general counsel balance their dual roles as business partner and steward of the corporation. The panelists addressed the need for general counsel to work with and balance the needs of different constituencies, including outside counsel, regulators, the board of directors, and the chief executive officer. For students considering this career path, the panel offered advice about where to start and the special skills required to be an effective in-house lawyer.
moderators
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Helen P. Pudlin, Retired Executive Vice President and General Counsel, PNC Financial Services Group
OCTOBER
4, 2011
Our fall 2011 Insights from Practice program looked at the recently-settled case of Air Products & Chemicals, Inc. v. Airgas, Inc. This case addressed the fundamental corporate law question of who gets to decide when and if a corporation is for sale. The case was the response to a shareholder rights plan used by the Airgas board of directors to ward off an unsolicited Air Products offer that was believed by the Airgas board to undervalue the company. The Court’s opinion in Air Products & Chemicals, Inc. v. Airgas, Inc. ruled in favor of Airgas and its board of directors, concluding that the power to defeat an inadequate hostile tender offer ultimately lies with the board of directors. The panelists for the program included lawyers for both the plaintiffs and the defendants, as well as a Delaware judge and an investment professional, who analyzed the effects of the case on corporate law and on the financial markets.
panelists
Bruce N. Kuhlik, Executive Vice President and General Counsel, Merck & Co., Inc.
Allan N. Rauch, Vice President - Legal and General Counsel, Bed Bath & Beyond Inc.
Andrea E. Utecht, Executive Vice President, General Counsel and Secretary, FMC Corporation
Robert H. Young, Senior Vice President and General Counsel, Airgas, Inc.
panelists
Gary A. Bornstein, Cravath, Swaine & Moore LLP
Isaac D. Corré, Senior Managing Director, Eton Park Capital Management
Hon. Jack Jacobs, Supreme Court of Delaware
Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP
Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz Minh Van Ngo, Cravath, Swaine & Moore LLP
Donald J. Wolfe, Jr., Potter Anderson & Corroon LLP
1 Bruce N. Kuhlik, Merck & Co., Inc.;
Allan N. Rauch, Bed Bath & Beyond Inc.;
Jill E. Fisch, University of Pennsylvania Law School.
2 Helen P. Pudlin, PNC Financial Services
Group; Andrea E. Utecht, FMC Corporation; Robert H. Young, Airgas, Inc.
l ectures
The Law and Entrepreneurship Lecture and the Distinguished Jurist Lecture are the Institute’s principal public programs. In sponsoring these events, the Institute aims to spotlight and honor lawyers who have led noteworthy careers and made significant contributions as corporate executives and entrepreneurs, or as jurists at the state and federal levels. We also sponsor lectures in cooperation with Penn Law’s International Program.
AUDIENCES ARE DRAWN from all sectors of the University and the legal and business communities. These eminent speakers hold particular appeal and inspiration for students of Penn’s Law School and the Wharton School, with whom they talk informally at receptions following each lecture. The Law and Entrepreneurship lecture is supported in part by the Ronald N. Rutenberg Fund.
FEBRUARY 25, 2013
From Corporate management to sports management: turning around the 76ers
Adam Aron, CEO and Co-Owner, Philadelphia 76ers
Adam Aron is CEO of the Philadelphia 76ers, and runs all day to day operations of the team on behalf of the ownership group. He previously was Chairman and CEO of World Leisure Partners, Inc., a consultancy he formed in 2006. From 1996 to 2006, Adam was Chairman and CEO of Vail Resorts, the largest ski resort operator in the United States. He was previously President and CEO of Norwegian Cruise Line, Senior Vice President of Marketing for United Airlines, and Senior Vice President of Marketing for Hyatt Hotels. He serves on the Boards of
OCTOBER 18, 2012
the Cross-Cultural Ceo: growing a Business in a World Without Borders
David Perla, Co-Chief Executive Officer, Pangea3 Llc
David Perla is an entrepreneur and business builder and leader, with expertise in building profitable, high-growth U.S./India cross-border businesses. David is a Co-Founder and Co-CEO of Pangea3, a Sequoia Capital portfolio company acquired by Thomson Reuters in 2010. Pangea3 is the #1 ranked legal process outsourcing provider worldwide, with more than 1,000 employees globally, most in India and the United States. Pangea3 provides innovative global legal solutions to Fortune 1000 corporations, in-house counsel, and law firms, and has received numerous accolades and industry awards. Pangea3 has been recognized as a market leader by Time Magazine, Inc. Magazine, the New York Law Journal, and the India Business Law Journal, and has been featured in the Economist, the New York Times, and the Wall Street Journal.
Starwood Hotels, Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. Born and raised in Philadelphia and a graduate of Abington High School, Adam holds a bachelor’s degree cum laude from Harvard College and an M.B.A. with distinction from Harvard Business School.
Prior to forming Pangea3, David was Vice PresidentBusiness & Legal Affairs for Monster, the leading global online careers property. At Monster, David oversaw all corporate transactions, including mergers and acquisitions, strategic alliances, partnerships, and investments. Prior to joining Monster, David spent five years as a corporate and transactional lawyer at Katten Muchin Rosenman, a prestigious AmLaw 100 law firm. David graduated cum laude from the University of Pennsylvania, where he also earned his law degree and was the winner of the school’s Keedy Cup Moot Court Competition.
OCTOBER 10, 2012
Financial stability regulation
Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System
Daniel K. Tarullo took office on January 28, 2009, to fill an unexpired term ending January 31, 2022.
Prior to his appointment to the Board, Mr. Tarullo was Professor of Law at Georgetown University Law Center, where he taught courses in international financial regulation, international law, and banking law. Prior to joining the Georgetown Law faculty, Mr. Tarullo held several senior positions in the Clinton administration.
From 1993 to 1998, Mr. Tarullo served, successively, as Assistant Secretary of State for Economic and Business Affairs, Deputy Assistant to the President for Economic Policy, and Assistant to the President for International Economic Policy. He also served as a principal on both the National Economic Council and the National Security Council. From 1995 to 1998, Mr. Tarullo also served as President Clinton’s personal representative to the G7/G8 group of industrialized nations.
FEBRUARY 15, 2012
regular order as equity
Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
Chancellor Leo E. Strine, Jr. became Chancellor of the Delaware Court of Chancery in 2011 after serving as a Vice Chancellor since 1998. Since he joined the Court, Chancellor Strine has written numerous influential and provocative opinions.
Immediately before becoming a member of the Court of Chancery, Chancellor Strine was Counsel to Governor Thomas R. Carper of the State of Delaware. Before becoming Counsel to Governor Carper in January 1993, Chancellor Strine was a corporate litigator at the firm of Skadden, Arps, Slate, Meagher & Flom. Prior to that, Chancellor Strine was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey.
Before joining the Clinton administration, he served as Chief Counsel for Employment Policy on the staff of Senator Edward M. Kennedy, and practiced law in Washington, D.C. He also worked in the Antitrust Division of the Department of Justice and as Special Assistant to the Undersecretary of Commerce. From 1981 to 1987, Mr. Tarullo taught at Harvard Law School. Mr. Tarullo has also served as a senior fellow at the Council on Foreign Relations and as a non-resident senior fellow at the Center for American Progress. Mr. Tarullo has also held a visiting professorship at Princeton University. Mr. Tarullo was born in November 1952 in Boston, Massachusetts. He received his A.B. from Georgetown University in 1973 and his M.A. from Duke University in 1974. In 1977, Mr. Tarullo received his J.D. (summa cum laude) from the University of Michigan Law School, where he served as Article and Book Review Editor of the Michigan Law Review.
Chancellor Strine graduated magna cum laude from the University of Pennsylvania Law School in 1988, and was selected as a member of the Order of the Coif. In 1985, he received his bachelor’s degree summa cum laude from the University of Delaware and was selected as a member of Phi Beta Kappa.
2 i nternational Program l ectures
MARCH 18, 2013
the Case for an unbiased takeover law (with an application to the european union)
Luca Enriques, Professor of Business Law, University LUISS “Guido Carli” Department of Law, and Nomura Visiting Professor of International Financial Systems, Harvard Law School
commentator
Joseph A. McCahery, Professor of International Economic Law, Tilburg University, Program Director of the Finance and Law Program, Duisenberg School of Finance (Netherlands), and
Bok Visiting International Professor, University of Pennsylvania Law School
Luca Enriques is Visiting Professor at Harvard Law School, Professor of Business Law at the University LUISS “Guido Carli” Department of Law in Rome, and ECGI Research Associate. From 2007 to June 2012 he was a commissioner at Consob, the Italian Securities and Exchange Commission. Before then, he was a consultant to Cleary Gottlieb Steen & Hamilton and an adviser to the Italian Ministry of the Economy and Finance on matters relating to corporate, banking, and securities law with a special focus on European policy initiatives. Appointed by the European Commission as a member of the Forum of Market Experts on Auditors’ Liability (2005-2007) and of the Reflection Group on the Future of EU Company Law (2010-2011), he has frequently taken part as a panelist on European Union hearings and conferences on corporate governance and securities law. After earning an LL.M. at Harvard Law School in 1996, he worked at the Bank of Italy in the banking supervision department for three years, and then joined the University of Bologna, where he was Professor of Business Law until 2012.
MARCH 12, 2012
puzzles on Comparative Corporate governance: rethinking the linkage Between laws and ownership
Hideki Kanda, Faculty of Law, The University of Tokyo
Hideki Kanda was born in 1953 and received an LL.B. from the University of Tokyo in 1977. His main areas of specialization include commercial law, corporate law, banking regulation, and securities regulation. Mr. Kanda has published articles in both Japanese and English in major legal journals on various aspects of corporate law and related matters. He has been a visiting professor at the University of Chicago Law School and a visiting professor at Harvard Law School.
2
2
15
2 2 Past l ectures
31 march 2009
The PeopleSoft Deal safra catz, President, Oracle Corporation
3 march 2009
Defining the 21st Century Campus: The Intersection of Education and Community hon. michael Nutter, Mayor, City of Philadelphia
17 september 2008
Retailers in a Recession: A Fireside Chat on Investing with Bill Ackman
William a ackman, Managing Member, Pershing Square Capital Management, L.P.
31 march 2008
Making Every Mistake Once safra catz, President, Oracle Corporation
19 september 2007
Tales from Blackstone’s IPO robert L. friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.
28 february 2007
Law, Legal Risks, and the Financial Markets
saac D. corré, Senior Managing Director, Eton Park Capital Management
29 November 2006
Large-Scale Entrepreneurship: Business Development at GE
Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company
Justice, Supreme Court of Delaware
24 october 2007
The Future of Securities Regulation
Brian g cartwright, General Counsel, Securities and Exchange Commission
11 october 2006
The Embattled Corporation
hon. richard a Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School
16 march 2006
Technology Mergers in a Shrinking World
hon. vaughn r Walker, Chief Judge, U.S. District Court for the Northern District of California
3 march 2005
Corporate Federalism: Event Horizons in Corporate Governance
hon. myron t steele, Chief Justice, Delaware Supreme Court
28 october 2004
A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance
Issues
hon. e Norman veasey, Chief Justice, Delaware Supreme Court
26 october 2006
Managing in the 21st Century henry r silverman, Chairman & CEO, Realogy Corporation
16 february 2006
The Banker as Entrepreneur
michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC
26 october 2005
Founding and Building a New Venture: The Story of the National Women’s Law Center
marcia greenberger, Founder and Co-President, National Women’s Law Center
7 april 2005
A Swing of the Pendulum: 20 Years in M&A
Joseph D. gatto, Managing Director, Goldman, Sachs & Co.
24 march 2004
The WNBA and Women’s Team Sports:
A New Sports Marketing Proposition for the New Millennium
val ackerman, President, Women’s National Basketball Association
30 october 2003
The Role of Entrepreneurship in Urban Education: Past, Present and Future
James e. Nevels, Chairman and CEO, The Swarthmore Group, Inc.; Chairman, Philadelphia School Reform Commission
6 November 2002
Public Trust—and Distrust—in American Business: What Needs to Be
Done
Peter g Peterson, Chairman, The Blackstone Group; Chairman, Federal Reserve Bank of New York; Co-Chair, Conference Board Commission on Public Trust and Private Enterprise
26 september 2002
What They Did Not Teach Me in Law School
robert m Potamkin, Co-Chairman and Co-CEO, Planet Automotive Group, Inc.
19 april 2002
Smart People Making and Losing Money: Some Recent Examples
Perry golkin, Kohlberg Kravis Roberts & Co.
25 october 2001
The Economics of Sports Team Franchises for Cities hon. edward g rendell, Governor, Commonwealth of Pennsylvania
21 february 2001
Private Equity: Difficult Investing in a Difficult Time
Paul s Levy, Senior Managing Director, Joseph Littlejohn & Levy
The Effects of Collegiality on Judicial Decision Making
hon. harry t edwards, Circuit Judge, U.S. Court of Appeals for the D.C. Circuit
29 November 2001
Fee Shifting as a Control Against the Rogue Litigant
hon. Jack B. Jacobs, Justice, Supreme Court of Delaware
6 march 2001
Administering Capital Punishment: Is Texas Different?
hon. Patrick e higginbotham, U.S. Court of Appeals for the Fifth Circuit
24 february 2000
The Court of Chancery as Teacher of Corporate Law
hon. William B. chandler iii , Chancellor, Delaware Court of Chancery
charles a heimbold, Jr., Chairman and CEO, Bristol-Myers Squibb Company
11 february 1999
Why Do People Bring Employment Discrimination Cases When They Usually Lose?
hon. Diane Wood, U.S. Court of Appeals for the Seventh Circuit
12 february 1998
The Value of Predictability in Corporate Law hon. e Norman veasey, Chief Justice, Delaware Supreme Court
11 february 1997
What Economics of Law Must Address Next: Some Thoughts on Theory
hon. guido calabresi, U.S. Court of Appeals for the Second Circuit
7 february 1996
The MTV Constitution hon. alex Kozinski, U.S. Court of Appeals for the Ninth Circuit
22 march 1995
Accountability: Popular Will, Interest Groups, or the Invisible Hand hon. stephen f Williams, U.S. Court of Appeals for the District of Columbia
a cademic e vents
Major one-and two-day symposia are organized under the sole sponsorship of the Institute for Law and Economics, and in cooperation with other organizations.
IN FEBRUARY 2005 we launched an annual conference on Law and Finance, jointly sponsored by ILE, the Wharton School’s Financial Institutions Center, and NYU’s Pollack Center for Law and Business. The conference location alternates between Penn and NYU.
In October 2002 ILE started the ILE/Wharton Finance series, providing an opportunity for faculty and advanced students from the Law School, the Wharton School, and the Department of Economics to come together around an area of common interest and strengthening the Institute’s core academic relationships. A dinner follows each presentation, with commentary presented by members of ILE’s Associate Faculty from Law, Wharton Finance, and the Department of Economics and a general discussion.
2 2 j udging c or P orate l aw c onference
ILE
co-sponsored this conference on comparative corporate law with the University of Oxford. This event brought together judges from the U.K. and the U.S. to discuss similarities and differences in how they decide corporate law cases.
Session II
University of Pennsylvania Law School
Jointly sponsored by John h armour, Hogan Lovells Professor of Law and Finance, Oriel College, University of Oxford
edward B. rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School institute for Law and economics, University of Pennsylvania
Session I
Capital Structure I: Legal Capital. What are the constraints on redemption of redeemable shares?
How are these constraints imposed, and to what extent may parties modify them by contract? How are questions of valuation of corporate assets approached for the purposes of applicability of these constraints?
Barclays Bank plc v British & Commonwealth Holdings plc SV Investment Partners LLC v Thoughtworks Inc.
sir robert hildyard, High Court of Justice of England and Wales, Chancery Division
hon. myron t steele, Delaware Supreme Court
Capital Structure II: Exchange Offers. What degree of coercion, if any, is it permissible to introduce into an exchange offer to bondholders, in order to overcome hold-out objections? How do/should courts review such offers?
Asseìnagon Asset Management SA v Irish Bank Resolution Corp.
Katz v Oak Industries, Inc.
sir michael Briggs, Court of Appeal of England and Wales
hon. Leo e strine, Jr., Delaware Court of Chancery
Session III
Piercing the Corporate Veil. What is understood by “piercing the corporate veil”? Is there a judicial power to do this in appropriate circumstances? If so, what do such circumstances look like?
Midland Interiors Inc v Burleigh VTB Capital plc v Nutritek International Corp
hon. Kevin J. carey, U.S. Bankruptcy Court, District of Delaware
sir John mummery, Court of Appeal of England and Wales
hon. John W. Noble, Delaware Court of Chancery
Session IV
Takeover Issues I: Collusion Between Bidders. What remedies, if any, are available to redress collusion between potential bidders in corporate takeovers? Are these remedies part of competition/ antitrust law, part of corporate law, or part of regulatory provisions ?
Dahl v Bain Capital Partners Principle Capital Investment Trust plc
charles crawshay, Deputy Director General, The Takeover Panel hon. stewart Dalzell, U.S. District Court for the Eastern District of Pennsylvania hon. travis Laster Delaware Court of Chancery
sir Peter roth, High Court of Justice of England and Wales, Chancery Division
Session V Takeover Issues II: Making a Bid Using Confidential Information. What remedies, if any, are available against a party who has made use of confidential information to make a takeover bid?
Martin Marietta Materials, Inc v Vulcan Materials Company Vercoe v Rutland Fund Management Ltd.
hon. Jack B. Jacobs, Delaware Supreme Court sir guy Newey, High Court of Justice of England and Wales, Chancery Division
1
4
3
2 Sir John Mummery, Court of Appeal of England and Wales
Sir Robert Hildyard, High Court of Justice of England and Wales, Chancery Division, and Hon. Myron T. Steele, Supreme Court of Delaware
Hon. Travis Laster, Delaware Court of Chancery
Hon. Jack B. Jacobs, Supreme Court of Delaware
5 Paul Davies, Jesus College, University of Oxford
6 Sir Michael Briggs, Court of Appeal of England and Wales, and Hon. Leo E. Strine, Jr., Delaware Court of Chancery
7 John H. Armour, Oriel College, University of Oxford, and Edward B. Rock, University of Pennsylvania Law School
2Penn/ nyu c onference on l aw and finance
8-9 February 2013
New York University School of Law
Jointly sponsored by institute for Law and economics
University of Pennsylvania
financial nstitutions center
The Wharton School
center for Law & Business
New York University
Organized by
William t allen, NYU Stern School
of Business and NYU School of Law, New York University
Yakov amihud, Stern School of Business, New York University
Jill e fisch, University of Pennsylvania
Law School
itay goldstein, The Wharton School, University of Pennsylvania
Session I
Competition for Managers, Corporate Governance and Incentive Compensation
viral acharya, NYU Stern School of Business, CEPR, NBER
marc gabarro, Erasmus University
Paolo volpin, LBS, CEBR
Commentator
James spindler, The University of Texas at Austin School of Law
24-25 February 2012
University of Pennsylvania Law School
Jointly sponsored by institute for Law and economics
University of Pennsylvania
financial nstitutions center
The Wharton School center for Law & Business
New York University
Organized by William t allen, NYU Stern School of Business and NYU School of Law, New York University
Yakov amihud, Stern School of Business, New York University
Jill e fisch, University of Pennsylvania
Law School
itay goldstein, The Wharton School, University of Pennsylvania
Session I
Bankers and Regulators
Philip Bond, Carlson School of Management, University of Minnesota
vincent glode, The Wharton School
Commentator
eric L. talley, University of California, Berkeley School of Law
Moderator
hon. Jack B. Jacobs, Supreme Court of Delaware
Moderator
William t allen, New York University
School of Law and Stern School of Business
Session II
Concentrated Ownership Revisited:
Idiosyncratic Value and Agency Costs
Zohar goshen, Columbia Law School
assaf hamdani, Hebrew University of Jerusalem
Commentator
alex edmans, the Wharton School, University of Pennsylvania
Moderator
tay goldstein, The Wharton School, University of Pennsylvania
Session III
Executive Compensation and Corporate Governance in the US: Perception, Facts and Challenges
steven N. Kaplan, The University of Chicago Booth School of Business
Commentator
holger spamann, Harvard Law School
Moderator
Bill Bratton, University of Pennsylvania Law School
Session II
Valid Inference in Single-Firm, Single-Event Studies
Jonah B. gelbach, Yale Law School
eric helland, The Robert Day School of Economics and Finance, Claremont
McKenna College
Jonathan Klick, University of Pennsylvania Law School
Commentator
stephen J. Brown, Stern School of Business, New York University
Moderator
hon. Jack B. Jacobs, Supreme Court of Delaware
Session III
Tailspotting: What Can Investors Learn by Tracking the Flights of Corporate Jets?
David Yermack, Stern School of Business, New York University
Commentator
Katherine v Litvak, Northwestern University School of Law
Moderator
tay goldstein, The Wharton School, University of Pennsylvania
Session IV
Scandal Enforcement at the SEC: Salience and the Arc of the Option
Backdating Investigations
stephen J. choi, New York University School of Law
Session IV
How Do Retail Investors Choose Funds?
An Experiment
Jill fisch, University of Pennsylvania Law School
tess Wilkinson-ryan, University of Pennsylvania Law School
Commentator
Wei Jiang, Columbia Business School
Moderator
geoffrey miller, New York University School of Law
Session V
The Disciplinary Effects of Proxy Contests
vyacheslav fos, College of Business, University of Illinois at Urbana-Champaign
Commentator
robert thompson, Georgetown University Law Center
Moderator
marcel Kahan, New York University School of Law
Session VI
Secured Credit Externalities
Barry adler, NYU School of Law
vedran capkun, HEC Paris
Commentator
mark Jenkins, The Wharton School, University of Pennsylvania
a c Pritchard, The University of Michigan Law School
anat carmy Wiechman, New York University School of Law
Commentator
D. scott Lee, Mays Business School, Texas A&M University
Moderator
tay goldstein, The Wharton School, University of Pennsylvania
Session V
On Enhancing Shareholder Control: A
(Dodd-) Frank Assessment of Proxy Access
Jonathan cohn, McCombs School of Business, The University of Texas at Austin
stuart gillan, Rawls College of Business Administration, Texas Tech University
Jay hartzell, McCombs School of Business, The University of Texas at Austin
Commentator
ryan Bubb, New York University School of Law
Moderator
tay goldstein, The Wharton School, University of Pennsylvania
Session VI
Managing Disputes Through Contract: Evidence from M&A
John c coates, Harvard Law School
Commentator
s viswanathan, The Fuqua School of Business, Duke University
Moderator
ryan Bubb, New York University School of Law
Session VII
Soft Shareholder Activism
Doron Levit, The Wharton School, University of Pennsylvania
Commentator
frank Partnoy, University of San Diego School of Law
Moderator
michael L. Wachter, University of Pennsylvania Law School
Session VIII
Virtual Ownership and Managerial Distance: The Governance of Industrial Foundations
henry hansmann, Yale Law School
steen thomsen, Copenhagen Business School
Commentator
Yaniv grinstein, Cornell University, Johnson Graduate School of Management
Moderator
Yakov amihud, New York University
Stern School of Business
Moderator
hon. Donald f Parsons, Jr., Delaware Court of Chancery
Session VII
The Real Effects of Stock Market Prices
gustavo grullon, Rice University
sebastien michenaud, Rice University
James Weston, Rice University
Commentator
holger spamann, Harvard Law School
Moderator
hon. Donald f Parsons, Jr., Delaware Court of Chancery
Session VIII
Mortgage Modification and Strategic Behavior: Evidence from a Legal Settlement with Countrywide christopher mayer, Columbia Business School
edward morrison, Columbia Law School
tomasz Piskorski, Columbia Business
School
arpit gupta, Columbia Business School
Commentator
manju Puri, The Fuqua School of Business, Duke University
Moderator
richard e Kihlstrom, The Wharton School, University of Pennsylvania
1 Simon M. Lorne, Millennium Management LLC.
2 Yakov Amihud, NYU Stern School of Business.
3 Hon. Donald F. Parsons, Jr., Delaware Court of Chancery.
4 Itay Goldstein, The Wharton School.
5 Edward B. Rock, University of Pennsylvania Law School, and Steven N. Kaplan, The University of Chicago Graduate School of Business.
6 James C. Spindler, The University of Texas at Austin School of Law; Michal Barzuza, University of Virginia School of Law; Robert P. Bartlett III, UC Berkeley School of Law; William T. Allen, New York University School of Law.
2 2 ile /wharton finance seminars
MARCH 28, 2013
should Derivatives Be privileged in Bankruptcy?
(co-authored with martin oehmke)
Patrick Bolton, Barbara and David Zalaznick Professor of Business, Columbia Business School
Derivative contracts, swaps, and repos currently enjoy a special status in bankruptcy: they are exempt from the automatic stay and, if collateralized, they are effectively senior to virtually all other claims. The authors propose a simple corporate finance model to assess the effect of this exemption on a firm’s cost of borrowing and incentives to engage in derivative transactions. Their model suggests that, while derivatives are value-enhancing risk management tools, effective seniority for derivatives can lead to inefficiencies because it shifts credit risk to the firm’s creditors, even though this risk could be borne more efficiently by derivative counterparties. In addition, because senior derivatives dilute existing creditors, firms may take on derivative positions that are speculative or too large from a social perspective. Finally, they show that when there are substantial diversification benefits to be obtained for derivative counterparties, then granting seniority to derivatives over debt in bankruptcy can be welfare enhancing.
commentators
Jonathan Klick, Penn Law
David K. Musto, Wharton Finance
Krishna Ramaswamy, Wharton Finance
David A. Skeel, Jr., Penn Law
SEPTEMBER 27, 2012
long term Contracting with private information
(co-authored with tracy r lewis)
Alan Schwartz, Sterling Professor of Law, Yale Law School
This paper explores the possibility for efficient long term contracts among traders with changing and privately known incentives for exchange. The authors analyze a negotiation process that enables parties to adapt the default rules of exchange to changes in their preferences for trade. The selection of control rights and default options is delegated to the parties themselves, who collectively are best informed as to which investments and exchanges are efficient. The paper demonstrates how contracts with flexible and endogenous default options are tailored to induce efficient investment and optimal exchange. Applications of the findings for contract theory, the design of commercial contracts, and the need for legal support are discussed.
commentators
Vincent Glode, Wharton Finance
Jonathan Klick, Penn Law
Doron Levit, Wharton Finance
Tess Wilkinson-Ryan, Penn Law
1 Alan Schwartz, Yale Law School.
2 Patrick Bolton, Columbia Business School.
2 2 c urricular Partnershi P s
The Institute for Law and Economics also engages in curricular partnerships that serve the educational mission of Penn Law School. The Institute provided support for two advanced seminars in the 2012-2013 academic year. ILE also invited members of our board of advisors and other distinguished professionals to the Law School for special classes and seminars to share their professional expertise with Penn Law students in an informal setting.
SPRING 2013
laW 704-001
advising the Board of Directors
Hon. Myron T. Steele and Mark A. Morton
laW 957-001
Widening the lens on Corporate law
Michael L. Wachter and Hon. Leo E. Strine, Jr.
SPRING 2012
laW 704-001
advising the Board of Directors
Hon. Myron T. Steele and Mark A. Morton
laW 915-001
Corporate governance seminar
Jill E. Fisch and William W. Bratton
laW 957-001
Widening the lens on Corporate law
Michael L. Wachter and Hon. Leo E. Strine, Jr.
1 Richard Hall, Cravath, Swaine & Moore LLP.
2 George A. Casey, Shearman & Sterling LLP.
3 Michael L. Wachter, University of Pennsylvania Law School; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP.
2 2 P ublications and Pa P ers
Listed below is a sampling of recently published papers and work in progress by members of the Associate Faculty of the Institute for Law and Economics. ILE maintains a series of research papers and provides copies—electronic or paper—to interested parties upon request to vhewitt@law.upenn.edu.
The Institute is a member of the Legal Scholarship Network (LSN), a subset of the Social Science Research Network. Current ILE research papers are posted in the University of Pennsylvania Law and Economics Research Paper Series on the LSN Web site. Abstracts as well as complete papers can be downloaded (www.ssrn.com/link/penn-lawecon. html).
Faculty appointments are in the University of Pennsylvania Law School unless otherwise noted.
Franklin Allen, Nippon Life Professor of Finance and Professor of Economics, The Wharton School
money, financial stability, and efficiency (with e carletti and D. gale), Journal of Economic Theory, forthcoming.
financing firms in india
(with r chakrabarti, s De, J. Qian, and m Qian), Journal of Financial Intermediation, 2012.
asset commonality, Debt maturity and systemic risk (with a Babus and e carletti), Journal of Financial Economics, 2012.
Tom Baker William Maul Measey Professor of Law and Health Sciences
Protecting consumers from add-on insurance Products: Lessons from Behavioral economics for insurance regulation (with Peter siegelman), Connecticut Insurance Law Journal, forthcoming 2013.
regulation by Liability nsurance: from auto to Lawyers Professional Liability (with rick swedloff), UCLA Law Review, forthcoming 2013.
Predicting securities fraud
settlements and amounts: a hierarchical Bayesian model of federal securities class action
Lawsuits (with Blakely mcshane, oliver Watson, sean griffith), Journal of Empirical Legal Studies, 2012.
William W. Bratton, Deputy Dean and Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics
a transactional genealogy of scandal from milken to enron to goldman sachs (with adam Levitin), Southern California Law Review, 2013.
a theory of Preferred stock (with michael Wachter), University of Pennsylvania Law Review, 2013.
Corporate Finance: Cases and Materials, 7th ed., foundation Press, 2012.
Howard F. Chang, Earle Hepburn Professor of Law
the effect of allowing Pollution offsets with mperfect enforcement (with hilary sigman), American Economic Review, 2011.
the immigration Paradox: alien Workers and Distributive Justice, in Citizenship, Borders, and Human Needs 2011.
the environment and climate change: s nternational migration Part of the Problem or Part of the solution?, Fordham Environmental Law Review, 2010.
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science
enhancing Public access to online rulemaking information, Michigan Journal of Environmental & Administrative Law, forthcoming.
how to evaluate regulatory Performance, in Measuring Regulatory Performance, oecD Publishing, forthcoming.
Does Regulation Kill Jobs? (with adam finkel and christopher carrigan), university of Pennsylvania Press, forthcoming 2013.
Jill Fisch, Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics
the trouble with Basic: Price Distortion after halliburton, Washington University Law Review, forthcoming 2013.
Who calls the shots? how mutual funds vote on Director elections (with stephen choi and marcel Kahan), Harvard Business Law Review, forthcoming 2013.
the Long road Back: Business roundtable and the future of sec rulemaking, Seattle University Law Review, 2013.
Itay Goldstein Professor of Finance, The Wharton School
speculation and hedging in segmented markets (with Yan Li and Liyan Yang), Review of Financial Studies, forthcoming.
trading frenzies and their impact on real nvestment (with emre ozdenoren and Kathy Yuan), Journal of Financial Economics, forthcoming.
the real effects of financial markets: the impact of Prices on takeovers (with alex edmans and Wei Jiang), Journal of Finance, 2012.
Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011)
Putting stockholders first, Not the first filed complaint (with Leo strine, Jr. and matthew c Jennejohn), forthcoming 2013.
Who Let You nto the house?, Wisconsin Law Review, 2012.
Loyalty’s core Demand: the Defining role of good faith in corporate Law (with Leo strine, Jr., r franklin Balotti, and Jeffrey gorris), Georgetown Law Journal, 2010
Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center
how to Design a contingent convertible Debt requirement that solves our too-Big-to-fail Problem (with charles calomiris), Journal of Applied Corporate Finance, forthcoming 2013.
the connection between competitiveness and international taxation, Tax Law Review, 2012.
Prejudgment nterest (with Jeff colon), chapter 15 in Litigation Services Handbook: The Role of the Financial Expert, 5th edition, 2012.
the case for rapid resolution Plans, Review of Economics and Finance, forthcoming 2013.
how to reform the credit-rating Process to support a revival of Private-Label securitization (with edward J. Kane), in Strengthening the Liquidity of Secondary Markets, Wharton financial institutions center Press, forthcoming 2013.
Robert P. Inman, Richard King Mellon Professor of Finance; Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School
Local Deficits and Local Jobs: can us states stabilize their own economies? (with gerald carlino), Journal of Monetary Economics, 2013.
understanding the Democratic transition in south africa (with Daniel rubinfeld), American Law and Economics Review, 2013.
federal institutions and the Democratic transition: Learning from south africa (with Daniel rubinfeld), Journal of Law, Economics, and Organizations, 2011.
Jonathan Klick, Professor of Law and Erasmus Chair of Empirical Legal Studies at Erasmus University Rotterdam
Does anyone get stopped at the gate? an empirical analysis of state adoption of the Daubert trilogy (with eric helland), Supreme Court Economic Review, 2012.
the relationship between abortion Liberalization and sexual Behavior: nternational evidence (with sven Neelsen & thomas stratmann), American Law and Economics Review, 2012.
Why aren’t regulation and Litigation substitutes?: an examination of the capture hypothesis (with eric helland), in Regulatory Breakdown: The Crisis of Confidence in U.S. Regulation, university of Pennsylvania Press, 2012.
Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy
What is tax Discrimination? (with ruth mason), Yale Law Journal, 2012.
George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences
incentive compatibility and Differentiability: New results and classic applications (with ernst-Ludwig von thadden), Journal of Economic Theory, forthcoming.
a foundation for markov equilibria in sequential games with finite social memory (with v Bhaskar and stephen morris), Review of Economic Studies, forthcoming.
Pricing and nvestments in matching markets (with andrew Postlewaite and Larry samuelson), Theoretical Economics, forthcoming.
Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law
great expectations for true sales of receivables, securitization, and Bankruptcy Policy (with steven harris), forthcoming 2013.
the Bankruptcy code’s safe harbors for Qualified financial contracts: too safe to fail, Texas International Law Journal, forthcoming 2013.
the truth about shortfall of intermediated securities: Perspectives under the geneva securities convention, united states Law, and the Draft european securities Directive, in Intermediated Securities: The Impact of the Geneva Securities Convention and the European Securities Law Directive, cambridge university Press, 2013.
David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School
Notes on Bonds: Liquidity at all costs in the great recession (with greg Nini and Krista schwarz), Working Paper.
Does Junior inherit? refinancing and the Blocking Power of second mortgages (with Philip Bond, ronel elul, and sharon garyn-tal), Working Paper.
What do consumers’ fund flows maximize? evidence from their Brokers’ ncentives (with susan christoffersen and rich evans), Journal of Finance, 2013.
Gideon Parchomovsky, Professor of Law
ntellectual Property Defenses (with alex stein), Columbia Law Review, forthcoming 2014.
Property Lost in translation (with abraham Bell), The University of Chicago Law Review, forthcoming 2013.
cities, Property, and Positive externalities (with Peter siegelman), William and Mary Law Review, 2012.
Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School
economic models as analogies (with itzhak gilboa, Larry samuelson and David schmeidler), Economic Journal, forthcoming.
should courts always enforce What contracting Parties Write? (with L. anderlini and L. felli), Review of Law and Economics, 2011.
Political reputations and campaign Promises (with e aragones and t Palfrey), Journal of the European Economic Association, 2007.
Michael R. Roberts, Professor of Finance, The Wharton School
Do Peer firms affect corporate capital structure (with mark Leary), Journal of Finance, forthcoming.
corporate Dividend Policies: Lessons from Private firms (with roni michaely), Review of Financial Studies 2012.
the Pecking order, Debt capacity, and nformation asymmetry (with mark Leary), Journal of Financial Economics, 2010.
Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law
adapting to the New shareholder-centric reality, University of Pennsylvania Law Review, 2013.
shareholder eugenics in the Public corporation, Cornell Law Review, 2012.
the insignificance of Proxy access (with marcel Kahan), Virginia Law Review, 2011.
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law
The New Financial Deal: Understanding the Dodd-Frank Act and its (Unintended) Consequences, Wiley, 2011.
transaction consistency and the New finance in Bankruptcy (with thomas Jackson), Columbia Law Review 2012.
states of Bankruptcy, University of Chicago Law Review, 2012.
Michael L. Wachter, William B. Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics
a theory of Preferred stock (with William W. Bratton), University of Pennsylvania Law Review, 2013.
the Political economy of fraud on the market (with William W. Bratton), University of Pennsylvania Law Review, 2011.
the striking success of the National Labor relations act, in the Research Handbook on the Economics of Labor and Employment Law, 2012.
Susan M. Wachter, Richard B. Worley Professor of Financial Management, Professor of Real Estate and Finance, The Wharton School; Co-Director, Institute for Urban Research
Will Private risk-capital return? the Dodd-frank act and the housing market (with adam Levitin and andrey Pavlov), Yale Journal on Regulations, 2012.
explaining the housing Bubble (with adam Levitin), Georgetown Law Review, 2012.
mmigration and the Neighborhood (with albert saiz), American Economic Journal: Economic Policy, 2011.
Amy Wax, Robert Mundheim Professor of Law
Diverging Destinies redux, Michigan Law Review, forthcoming in Winter 2014.
the economics of family Law, Oxford Handbook of Law and Economics, forthcoming in spring 2014.
explaining marital Decline, National Affairs, forthcoming in spring 2014.
Bilge Yilmaz, Associate Professor of Finance, The Wharton School
adverse selection and convertible Bonds (with archishman chakraborty), Review of Economic Studies, 2011.
Predatory mortgage Lending (with Philip Bond and David musto), Journal of Financial Economics, 2009.
nformation and efficiency in tender offers (with robert marquez), Econometrica, 2008.
Franklin allen
Nippon Life Professor of Finance and Professor of Economics, The Wharton School
Franklin Allen is the Nippon Life Professor of Finance and Professor of Economics at the Wharton School of the University of Pennsylvania. He has been on the faculty since 1980. He is currently Co-Director of the Wharton Financial Institutions Center. He was formerly Vice Dean and Director of Wharton Doctoral Programs and Executive Editor of the Review of Financial Studies. He is currently Managing Editor of the Review of Finance, the journal of the European Finance Association and President of the Financial Management Association. He is a past President of the American Finance Association, the Western Finance Association, the Society of Financial Studies, and the Financial Intermediation Research Society. He is a Fellow of the Econometric Society. He received his doctorate from Oxford University. Dr. Allen’s main areas of interest are comparative financial systems, banking, and financial crises. He is a co-author with Richard Brealey and Stewart Myers of the eighth through eleventh editions of the textbook Principles of Corporate Finance.
tom Baker
William Maul Measey Professor of Law and Health Sciences
Tom Baker is the William Maul Measey Professor of Law and Health Sciences at Penn Law School. His work explores insurance, risk, and responsibility in a wide variety of settings, using methods and perspectives drawn from economics, sociology, psychology, and history. He is the author of The Medical Malpractice Myth (U. Chicago P. 2005) and a contributing editor of Embracing Risk: The Changing Culture of Insurance and Responsibility (U. Chicago P. 2002). His latest book Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation, co-authored with Sean Griffith, analyzes the relationship between D&O insurance and securities litigation based on in-depth interviews with underwriters, claims managers, plaintiffs and defense lawyers, actuaries, brokers and others. He has a secondary appointment in the Business Economics and Public Policy Department at Wharton, where he teaches risk management. He is the Reporter for the American Law Institute's Principles of Liability Insurance Project. He was the Connecticut Mutual Professor and Director of the Insurance Law Center at the University of Connecticut before joining the Penn Law faculty. He clerked for United States Court of Appeals Judge Juan Torruella and practiced with the firm of Covington and Burling.
William W. Bratton
Deputy Dean and Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics
Professor Bratton joined the Penn Law faculty in 2010. He graduated in 1976 from Columbia Law School where he was articles editor of the Law Review and a James Kent Scholar. He clerked for the Honorable William H. Timbers on the U.S. Court of Appeals for the Second Circuit and practiced for several years at Debevoise & Plimpton in New York. He served on the Cardozo, Rutgers, and George Washington law faculties before joining the faculty of the Georgetown University Law Center, where he was the Peter P. Weidenbruch, Jr., Professor of Business Law. He also has been the Unilever Visiting Professor at the Faculty of Law of the University of Leiden, the Simizu Visiting Professor at the Faculty of Law of the London School of Economics, and a visiting professor at the Duke and Stanford law schools. He is a Research Associate of the European Corporate Governance Institute and in 2010 was the Anton Philips Professor at the faculty of law of the University of Tilburg. He has published many articles and book chapters on topics in corporate law, the theory of the firm, law and economics, and legal history, and is the editor of the leading law school casebook on corporate finance.
howard F. Chang
Earle Hepburn Professor of Law
Professor Chang received a Ph.D. in economics from the Massachusetts Institute of Technology in 1992, a J.D. from Harvard Law School in 1987, a Master in Public Affairs from Princeton University in 1985, and an A.B. from Harvard College in 1982. Prior to joining the Penn faculty in 1999, he was a Professor of Law at the University of Southern California Law School, where he began teaching in 1992. He was a Visiting Professor of Law at Stanford Law School in 1998, at Harvard Law School and at the New York University School of Law in 2001, at the University of Michigan Law School in 2002, and at the University of Chicago Law School in 2007, and a Visiting Associate Professor of Law at the Georgetown University Law Center from 1996 to 1997. He served as a law clerk for the Honorable Ruth Bader Ginsburg on the U.S. Court of Appeals for the D.C. Circuit from 1988 to1989. He served on the Board of Directors of the American Law and Economics Association from 2004 to 2007. He has written on a wide variety of subjects including environmental protection, international trade, immigration, intellectual property, and the economics of litigation and settlement.
Cary Coglianese
Edward B. Shils Professor of Law and Professor of Political Science
Cary Coglianese is the Edward B. Shils Professor of Law at the University of Pennsylvania Law School, as well as Professor of Political Science and the director of the Penn Program on Regulation. Coglianese is the founder of the Law & Society Association’s
international collaborative research network on regulatory governance, a chair of the e-government committee of the American Bar Association’s section on Administrative Law and Regulatory Practice, and a fellow of the American Bar Foundation. He is also a founder of the peer-reviewed journal Regulation & Governance, for which he now serves on the editorial board, as well as the founder and faculty advisor to RegBlog.org, the first university-based online source of daily regulatory news and analysis. Coglianese received his J.D., M.P.P., and Ph.D. in political science from the University of Michigan, and for twelve years served on the faculty of the John F. Kennedy School of Government at Harvard University. He has also been a visiting professor of law at Stanford University and Vanderbilt University and an affiliated scholar at the Harvard Law School.
Jill Fisch
Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics
Professor Fisch received her J.D. from Yale Law School in 1985. Before joining the Penn faculty in 2008, she held the T.J. Maloney Chair in Business Law at Fordham Law School and served as founding director of the Fordham Corporate Law Center. She has also been a visiting professor at Harvard Law School, Columbia Law School and Georgetown University Law Center. Prior to entering academia, Professor Fisch practiced law with the United States Department of Justice and the New York office of Cleary, Gottlieb, Steen and Hamilton. Her research focuses on corporate governance, business litigation, and securities regulation.
michael a. Fitts
Dean of the Law School and Bernard G. Segal Professor of Law
Michael A. Fitts was named Dean of the Law School in March 2000. Before joining the Penn Law faculty in 1985, Dean Fitts served as clerk to the Honorable A. Leon Higginbotham, Jr., U.S. Court of Appeals for the Third Circuit, and as attorney advisor in the Office of Legal Counsel in the U.S. Department of Justice.
At Penn he was appointed Associate Professor of Law in 1990, Professor of Law in 1992 and Robert G. Fuller, Jr. Professor of Law in 1996. From 1996 to 1998 he served as Associate Dean for Academic Affairs at the Law School and was active in establishing a variety of joint programs with other schools within the University.
In 1999 he served as Visiting Professor in Political Science at Swarthmore College. Dean Fitts’ research has focused on the effect of various structural changes (e.g., stronger political parties, presidents, or centralized legal institutions) on government budgeting and legislation. He has also written more recently on the structure of non-profit institutions and their leadership.
itay goldstein
Professor of Finance, The Wharton School
Itay Goldstein is a Professor of Finance at the Wharton School of the University of Pennsylvania. He is also the coordinator of the Ph.D. program in Finance. He has been on the faculty of the Wharton School since 2004. Professor Goldstein earned his B.A. (Economics and Accounting, 1994), M.A. (Economics, 1998), and Ph.D. (Economics, 2001) from Tel Aviv University. He is an expert in the areas of corporate finance, financial institutions, and
financial markets, focusing on financial fragility and crises and on the feedback effects between firms and financial markets. His research has been published in major academic journals, including the Review of Economic Studies, the Journal of Finance, the Journal of Financial Economics, the Review of Financial Studies, and the Journal of Economic Theory. His research has also been featured in the popular press in the Financial Times, Bloomberg, Forbes, National Public Radio, and others. Professor Goldstein is an editor of the Finance Department at the Management Science and an editor of the Journal of Financial Intermediation. He serves as an academic consultant of the Federal Reserve Bank of New York and the Federal Reserve Bank of Philadelphia, and has served as an academic consultant of the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein served on the faculty of Duke University’s Fuqua School of Business. He also worked in the research department of the bank of Israel, where he was in charge of the analysis of the current account of Israel.
lawrence hamermesh
Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976. Professor Hamermesh practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as an associate from 1976–84, and as a partner from 1985–94. Professor Hamermesh joined the faculty at Widener in 1994, and teaches and writes in the areas of corporate finance, mergers and acquisitions, securities regulation, business organizations, and professional responsibility. Since 1995, Professor Hamermesh has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and served as Chair of the Council from 2002 to 2004. In 2002 and 2003 he also served as the Reporter for the American Bar Association’s Task Force on Corporate Responsibility. He was appointed in 2011 as Associate Reporter, and beginning in 2013 as Reporter, for the Corporate Laws Committee of the American Bar Association Business Law Section, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware.
richard J. herring
Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center
Richard J. Herring is Jacob Safra Professor of International Banking and Professor of Finance at The Wharton School, University of Pennsylvania, where he is also founding director of the Wharton Financial Institutions Center, one of Wharton’s largest research centers. From 2000 to 2006, he served as the Director of the Lauder Institute of International Management Studies and from 1995 to 2000, he served as Vice Dean and Director of Wharton’s Undergraduate Division. During 2006, he was a Professorial Fellow at the Reserve Bank of New Zealand and Victoria University.
He is the author of more than 100 articles, monographs and books on various topics in financial regulation, international banking, and international finance. At various times his research has been funded by grants from the National Science Foundation, the Ford Foundation, the Brookings Institution, the Sloan Foundation, and the Council on Foreign Relations.
Outside the university, he is co-chair of the US Shadow Financial Regulatory Committee and Executive Director of the Financial Economist’s Roundtable, a member of the Advisory Board of the European Banking Report in Rome, the Institute for Financial Studies in Frankfurt, and the International Centre for Financial Regulation in London. In addition, he is a member of the FDIC Systemic Risk Advisory Committee. He served as co-chair of the Multinational Banking seminar from 1992–2004 and was a Fellow of the World Economic Forum in Davos from 1992–95. He was a member of the Group of 30 task force on the reinsurance industry, as well as an earlier study group on international supervision and regulation. Currently, he is an independent director of the DWS Scudder mutual fund complex and has served on the predecessor Deutsche Asset Management and Bankers Trust boards since 1990. He is also an independent director of the Daiwa closed end funds and of Barclays Bank, Delaware.
Herring received his undergraduate degree from Oberlin College in 1968 and his PhD from Princeton University in 1973. He has been a member of the Finance Department since 1972. He is married, with two children, and lives in Bryn Mawr, Pennsylvania.
robert W. holthausen
The Nomura Securities Company Professor and Ernst and Young Professor, Professor of Accounting and Finance, and Chairman, Accounting Department, The Wharton School Professor Holthausen earned his Ph.D. and his M.B.A. at the University of Rochester. He joi ned the Wharton School in 1989. Prior to joining the Penn faculty, he was a member of the accounting and finance faculty at the Graduate School of Business of the University of Chicago. Professor Holthausen teaches Corporate Valuation, a course he created for Wharton when he arrived and has been teaching ever since. He is the author of a valuation book entitled Corporate Valuation: Theory, Evidence and Practice (co-authored with Mark Zmijewski) published by Cambridge Business Publishers. Since 1998 he has served as the academic director of Wharton’s Mergers and Acquisitions program. Professor Holthausen’s research interests include the effects of management compensation and governance structures on firm performance, the effects of information on volume and prices, corporate restructuring and valuation, the effects of large block sales on common stock prices, and numerous other topics. He is widely published in both finance and accounting journals and is currently an editor of the Journal of Accounting and Economics.
robert p inman
Richard King Mellon Professor of Finance, Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School
Professor Inman received his Ph.D. in economics from Harvard University and joined the Penn faculty in 1972. He is a research associate of the National Bureau of Economic Research. He has served as a consultant to the city of Philadelphia, the state of Pennsylvania, CitiGroup, Chemical Bank, the U.S. Department of the Treasury, the Financial and Fiscal Commission of the Republic of South Africa, the National Bank of Sri Lanka, the National Academy of Sciences, and numerous U.S. federal government agencies. His research is currently focused on fiscal federalism, the urban fiscal crisis, and the political and legal institutions of fiscal policymaking. Professor Inman held the Florence Chair in Economics at the European University Institute, Florence, Italy, for the spring quarter of 2000. He was a Visiting Scholar at the Rockefeller Foundation’s Bellagio Study Center, Fall 2007.
richard e. kihlstrom
Ervin Miller-Arthur M. Freedman Professor of Finance and Economics, Chairman, Finance Department, The Wharton School
Richard Kihlstrom holds a doctorate from the University of Minnesota. He has been a member of the Wharton faculty since 1979, was named to the Miller-Freedman professorship in 1986, and served as Chair of the Finance Department from 1988 to 1994 and from 2006 to 2010. Before coming to Penn, he taught at Northwestern University, the University of Illinois, the State University of New York at Stony Brook, and the University of Massachusetts. He is a Fellow of the Econometric Society. His areas of research interest include information and uncertainty in economics, financial market equilibrium, and corporate finance.
Jonathan klick
Professor of Law and Erasmus Chair of Empirical Legal Studies at Erasmus University Rotterdam
Professor Klick earned his Ph.D. in economics in 2002 and his J.D. in 2003 from George Mason University. He was the Jeffrey A. Stoops Professor of Law and Economics at Florida State University from 2005-2008. He has been a visiting professor at Columbia University, Northwestern University, the University of Southern California, and the University of Hamburg, and he was an Erskine Fellow in the Department of Finance and Economics at the University of Canterbury in Christchurch, New Zealand. Klick’s work lies in the area of empirical law and economics, and every year he thinks the Flyers will win the Stanley Cup.
michael s knoll
Theodore K. Warner Professor of Law; Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy
Professor Knoll joined the Penn Law and Wharton faculties from the University of Southern California Law School in 2000. He teaches courses in corporate finance and taxation in the Law School, the Wharton School, and the Wharton Executive Program. He is also an affiliate of the Zell/Lurie Real Estate Center at the Wharton School, and the editor of Forensic Economic Abstracts, an electronic journal published by the Social Science Research Network. Professor Knoll’s undergraduate and J.D. degrees are from the University of Chicago. He also earned a Ph.D. in Economics at the University of Chicago. In 1990 he joined the USC Law faculty as an Assistant Professor, and in 1995 he was promoted to full Professor. He has been a Visiting Professor of Law at Georgetown (1999), Penn (1998–99), Virginia (2000), and Columbia (2009).
Professor Knoll was also a John M. Olin Senior Research Scholar at Columbia University School of Law (1996–97), a Visiting Scholar at New York University Law School (1996–97), a John M. Olin Distinguished Visiting Professor of Law at Toronto University (1998), and a John Raneri Atax Fellow at the University of New South Wales (2011). Prior to entering teaching, he clerked for the Honorable Alex Kozinski on the U.S. Court of Appeals, Ninth Circuit, and served as legal advisor to the Vice Chairman of the U.S. International Trade Commission. He has published extensively in the fields of corporate finance, taxation, economics, and real estate finance.
george J. mailath
Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences
Professor Mailath received his Ph.D. in economics from Princeton University in 1985. He is a Fellow of the American Academy of Arts and Sciences and of the Econometric Society. He currently serves on the Council of the Econometric Society and served on the Council of the Game Theory Society 2005-2011, and was one of the founders of the journal Theoretical Economics, and is or has served as an associate editor or editorial board member of Econometrica, the Review of Economic Studies, the Journal of Economic Theory, Games and Economic Behavior, the International Economic Review, and Economic Theory. He is co-editor of the Econometric Society Monograph Series and has been a member of the Economics Advisory Panel of the National Science Foundation. His research interests include the organization of the firm, noncooperative game theory, evolutionary game theory, social norms, and the foundations of reputations, law, and authority.
Charles W. mooney, Jr.
Charles A. Heimbold, Jr. Professor of Law
Professor Mooney received his J.D. from Harvard Law School in 1972. He practiced law with the Oklahoma firm of Crowe and Dunlevy and as a partner of the New York firm of Shearman & Sterling. Professor Mooney joined the Penn faculty in 1986, and during 1999 and 2000 he served as Interim Dean of the Law School. From 1998 to 2000 and from 2008 to 2009 he served as Associate Dean for Academic Affairs. He is an active member of the American Law Institute and the American Bar Association. He served as a member of the Uniform Commercial Code Permanent
Editorial Board Article 2 (Sales) Study Committee and also served as a reporter for that Board’s Article 9 (Secured Transactions) Study Committee and as a reporter for the Revised Article 9 drafting committee. He served as a member of the U.S. Security and Exchange Commission’s Advisory Committee on Market Transactions. Mooney was awarded the Distinguished Service Award, presented by the American College of Commercial Finance Lawyers. He is a Fellow and Director of the American College of Bankruptcy. He also served as U.S. Delegate and Position Coordinator (appointed by U.S. Department of State) at the Diplomatic Conference for the Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment, in Cape Town, South Africa. He also served as a U.S. Delegate for the UNIDROIT Geneva Securities Convention at the Diplomatic Conferences in Geneva. His current research centers on intermediated securities, sovereign debt restructuring, security interests in bankruptcy, and bankruptcy theory.
robert h. mundheim
University Professor of Law and Finance Emeritus and former Dean, University of Pennsylvania; Of Counsel, Shearman & Sterling; Professor of Corporate Law and Finance, University of Arizona Law School; formerly General Counsel, U.S. Treasury and Executive Vice President and General Counsel of Salomon, Inc.
Mr. Mundheim is Of Counsel, Shearman & Sterling LLP, a member of the Executive Committee of the Board of Trustees of the New School University, a former member of the Council and Executive Committee of the American Law Institute, a Trustee of the Curtis Institute of Music, and former Chairman of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility.
David k musto
Ronald O. Perelman Professor in Finance, The Wharton School
David K. Musto is the Ronald O. Perelman Professor in Finance and Chair of the Finance Department at the Wharton School, where he has been on the faculty since 1995. He has a B.A. from Yale University and a Ph.D. from the University of Chicago, and between college and graduate school he worked for Roll and Ross Asset Management in Los Angeles. He is an Associate Editor of the Journal of Finance. Most of his work, both theoretical and empirical, is in the area of consumer financial services, mutual funds and consumer credit in particular. He has also published work on corporate and political voting, option pricing, short selling, and cross-border taxation.
gideon parchomovsky
Professor of Law
Professor Parchomovsky received his LL.B. from the Hebrew University of Jerusalem in 1993, his LL.M. from the University of California at Berkeley in 1995, and his S.J.D. from Yale Law School in 1998. Prior to joining the Penn Law faculty in fall 2002, Professor Parchomovsky served as an Associate Professor at Fordham Law School and a Visiting Lecturer at Yale Law School. His research interests include intellectual property law and property theory. His recent work focuses on unlocking synergies among sub-fields of intellectual property and devising innovative mechanisms for protecting property entitlements.
andrew W. postlewaite
Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School
Professor Postlewaite received his Ph.D. from Northwestern University in 1974 and joined the Penn faculty from the University of Illinois in 1980. He is editor of American Economic Journal: Microeconomics, past editor of the International Economic Review and past co-editor of Econometrica. He serves on the Board of Directors of the National Bureau of Economic Research, the Council of the Game Theory Society, and on the Executive Committee of the American Economic Association. He has published widely in the areas of strategic behavior and industrial organization.
michael r. roberts
Professor of Finance, The Wharton School
Michael R. Roberts is a tenured Professor of Finance at the Wharton School of the University of Pennsylvania and a Research Associate of the National Bureau of Economic Research. Professor Roberts earned his B.A. in Economics from the University of California at San Diego, and his M.A. in Statistics and Ph.D. in Economics from the University of California at Berkeley. His primary research is in the area of corporate finance and in particular: capital structure, investment policy, financial contracting, and payout policy. Recent work has examined issues at the intersection of macroeconomics and finance, including the role of government deficit financing in affecting the supply of credit to and investment behavior of corporations, and the design of debt securities. His research has received several awards including two Brattle Prizes for Distinguished Paper published in the Journal of Finance, and Best Paper awards at the Financial Management Association and Southwestern Finance Association annual conferences. Professor Roberts has served on nine journal editorial boards and is currently the co-editor of the Journal of Finance. In addition to his research, Professor Roberts has earned a number of teaching awards at the Wharton School including the David W. Hauk Award, multiple Excellence in Teaching awards, and a nomination for the Helen Kardon Moss Anvil Teaching Award. While at Duke University, he also won the Daimler-Chrysler Core Teaching Award at the Fuqua School of Business. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in Finance, Economics, and Statistics. Prior to joining academia, Professor Roberts was a Financial Engineer at Financial Engineering Associates Inc. and a Senior Analyst for Regional Economic Research Inc.
edward B. rock
Saul A. Fox Distinguished Professor of Business Law
Professor Rock received his J.D. from the University of Pennsylvania in 1983. He joined the Penn faculty in 1989 from the Philadelphia law firm of Fine, Kaplan and Black, where he specialized in antitrust, corporate, and securities litigation. He has written widely in corporate law, on topics including: proxy access, corporate voting, government ownership, hedge funds, and comparative corporate law. He has taught as a visiting professor at Columbia, NYU, Hebrew University, Israel, and the Johann Wolfgang Goethe-Universität, Frankfurt am Main, Germany. Professor Rock served as co-director of ILE from 1998–2010.
reed shuldiner
Alvin L. Snowiss Professor of Law
Professor Shuldiner is a recognized expert in the taxation of financial instruments and transactions. His area of research is taxation and tax policy. His current research includes the taxation of risk under income, wealth and consumption taxes, and the viability and effects of a federal wealth tax (with David Shakow). Professor Shuldiner served as Associate Dean at Penn Law from 2000–02. During spring 2005, Professor Shuldiner was the William K. Jacobs, Jr. Visiting Professor of Law at Harvard Law School. He was a Visiting Assistant Professor at Yale Law School during 1994–95. Before joining the Penn law faculty in 1990, he served in the Office of Tax Legislative Counsel of the U.S. Department of the Treasury, was counsel to the law firm of Cadwalader, Wickersham and Taft, and was an associate with the Washington, D.C., law firm of Wilmer, Cutler and Pickering. Professor Shuldiner received his J.D. from Harvard University in 1983 and his Ph.D. in economics from the Massachusetts Institute of Technology in 1985.
David a. skeel, Jr.
S. Samuel Arsht Professor of Corporate Law
Professor Skeel joined the Penn faculty in 1999. He graduated in 1987 from the University of Virginia School of Law, where he was editor of the Virginia Law Review and a member of the Order of the Coif. He clerked for the Honorable Walter K. Stapleton on the U.S. Court of Appeals for the Third Circuit, and practiced for several years at Duane, Morris & Heckscher in Philadelphia, before joining the Temple University School of Law in 1990. Professor Skeel has also held visiting appointments at the University of Wisconsin Law School (1993–94), the University of Virginia School of Law (spring 1994), Georgetown University Law Center (fall 2004), and the University of Pennsylvania Law School (fall 1997). Professor Skeel specializes in corporate and commercial law and has written widely on corporate law, bankruptcy, and sovereign debt. He has also has written on law and religion, and poetry and law.
michael l. Wachter
William B. Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics
Professor Wachter received his Ph.D. in economics from Harvard University and joined the Penn faculty in 1970. He has held full professorships in three of Penn’s schools: the School of Arts and Sciences, where he has been professor of economics since 1976; the Wharton School, where he was professor of management, 1980–92; and the Law School, where he became professor of law and economics in 1984. He has been senior advisor to the Brookings Panel on Economic Activity in addition to consulting for the Federal Reserve’s Board of Governors and the Council of Economic Advisors. He has also served as a member of the National Council on Employment Policy and as a commissioner on the Minimum Wage Study Commission. Professor Wachter served as Deputy Provost of the University of Pennsylvania from July 1995 to January 1998, and as Interim Provost from January to December 1998. He is the author of numerous articles in law and economics, as well as in corporation law and labor law and economics.
susan m. Wachter
Richard B. Worley Professor of Financial Management, Professor of Real Estate and Finance, The Wharton School; Co-Director, Institute for Urban Research
From 1998 to 2001, as Assistant Secretary for Policy Development and Research, U.S. Department of Housing and Urban Development, Dr. Wachter served as the senior urban policy official and principal advisor to the Secretary on overall HUD policies and programs. At Wharton, Dr. Wachter was Chairperson of the Real Estate Department and Professor of Real Estate and Finance from July 1997 until her 1998 appointment to HUD. She founded and currently serves as Director of Wharton’s Geographical Information Systems Lab. Dr. Wachter served as a member of the Board of Directors of the Beneficial Corporation from 1985 to 1998 and of the MIG Residential REIT from 1994 to 1998 and is currently on the Board of Advisors to Momentum Realty. She was the editor of Real Estate Economics from 1997 to 1999 and serves on the editorial boards for several real estate journals. Dr. Wachter has been a member of the Advanced Studies Institute of the Homer Hoyt Institute since 1989. Wachter co-founded and is co-director of the Institute for Urban Research at Penn. She is author of more than 100 scholarly publications and is the recipient of several awards for teaching excellence at the Wharton School.
amy Wax
Robert Mundheim Professor of Law
A graduate of Yale College and Harvard Medical School, Professor Wax trained as a neurologist at New York Hospital before completing a law degree at Columbia Law School in 1987. She served as a clerk to the Honorable Abner J. Mikva of the U.S. Court of Appeals for the D.C. Circuit and worked for six years at the Office of the Solicitor General at the U.S. Department of Justice, where she argued 15 cases before the U.S. Supreme Court. She taught from 1994 to 2001 at the University of Virginia Law School. Her areas of teaching and research include civil procedure, remedies, labor and
employment law, poverty law and welfare policy, the law and economics of work and family, and social science and the law. Professor Wax joined the Penn Law Faculty in fall 2001.
Bilge yilmaz
Associate Professor of Finance, The Wharton School
Bilge Yılmaz is an Associate Professor of Finance at the Wharton School. Prior to his current appointment, he taught at the Graduate School of Business, Stanford University, and held visiting positions at the University of Chicago and INSEAD. He received his B.S. degrees in Electrical Engineering and Physics from Bogaziçi University, and his Ph.D. in Economics from Princeton University. His research focuses on corporate finance, political economy, and game theory. His current projects include corporate governance, voting under asymmetric information, hedge funds, mergers and acquisitions, and private equity.
ile i nvestors 2012–2013
Funding for the Institute for Law and Economics comes from a diverse group of individuals, law firms, corporations, and foundations who endorse our work each year. We are pleased and privileged to recognize and thank the ILE investors whose generous contributions underwrite the activities described in this report. We deeply appreciate their support and their active participation in institute programs.
Benefactors
$25,000 or above charles cogut and simpson thacher & Bartlett LLP robert L. friedman
Paul g haaga, Jr. skadden, arps, slate, meagher & flom LLP sullivan & cromwell LLP
Sponsors
$10,000 to $24,999 air Products and chemicals, nc. allen & overy LLP apollo capital management, L.P. aQr capital management, LLc Barclays capital Bernstein Litowitz Berger & grossmann LLP martin J. Bienenstock cadwalader, Wickersham & taft LLP isaac D. corré covington & Burling LLP cravath, swaine & moore LLP credit suisse Dechert LLP
Delaware Department of state e du Pont de Nemours and company fidelity management & research company
John g finley
fmc corporation stephen fraidin
Joel e friedlander
Joseph D. gatto gibson, Dunn & crutcher LLP goldman, sachs & co. Perry golkin grant & eisenhofer P.a harkins cunningham LLP
Leon c holt, Jr. hughes hubbard & reed LLP innisfree m&a incorporated roy J. Katzovicz Lazard macKenzie Partners, inc. merck & co., inc. millennium management foundation morgan, Lewis & Bockius LLP morris, Nichols, arsht & tunnell LLP Potter anderson & corroon LLP allan N. rauch richards, Layton & finger, P.a ropes & gray LLP
institute for law & economics university of pennsylvania
3501 sansom street, philadelphia, pa 19104-6204 215.898.7719, www.law.upenn.edu/ile/ september 2013
Michael L. Wachter, Co-Director
William B. and Mary Barb Johnson Professor of Law and Economics 215.898.7852
mwachter@law.upenn.edu
Jill E. Fisch, Co-Director
Perry Golkin Professor of Law 215.746.3454
jfisch@law.upenn.edu
William W. Bratton, Co-Director
Nicholas F. Gallicchio Professor of Law 215.898.6911 wbratton@law.upenn.edu
FOUNDED IN 1980, the Institute for Law and Economics at the University of Pennsylvania has an ambitious agenda that is timelier than ever. The study of law and economics remains the most rapidly growing movement in legal scholarship and jurisprudence. Under the sponsorship of the Law School, the Wharton School, and the Department of Economics in Penn’s School of Arts and Sciences, the Institute has played a leading role in this expanding field.
Cross-disciplinary research, the cornerstone of ILE, seeks to influence the national policy debate by analyzing the impact of law on the global economy, spotlighting the significant role that economics plays in fashioning legal policy. Our innovative roundtables and conferences, launched in 1985, complement these goals by provoking in-depth and frequently groundbreaking examinations of critical issues. These and other programs highlighted in this Annual Report have helped the Institute stay on the leading edge of this cross-discipline.
The Institute for Law and Economics has unique advantages. We draw on the research and teaching strengths of the Law School, the Wharton School, and the Department of Economics. Our geographic location is optimal, allowing us to bring together participants from Washington and New York for full-day meetings and still get everyone home in time for dinner. We have been able to call on the expertise of Penn Law School alumni who occupy key positions in law, business, and government. And, critically, we have an extraordinarily distinguished cadre of board members and sponsors who are willing to give of their time and expertise to make our programming a success.
In each area, from our public lectures and panels through our closed-door roundtables to our more academically-oriented faculty workshops, we are driven by the same mission: to use the tools of economics to understand the law. In a world in which complex legal rules govern economic relationships, the tools of economics provide a way of asking whether the law creates appropriate incentives to encourage actors to maximize social welfare.
Funding for ILE comes from a diverse group of corporations, law firms, foundations, and individuals who endorse our work each year. Over the past decade, the Institute has more than tripled its donor base to provide ongoing support for its programs.
