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 direCtors and offiCers: 7
roundtaBle PrograMs: 9
Corporate Roundtable, Spring 2017: 10
Corporate Roundtable, Fall 2016: 12
Corporate Roundtable, Spring 2016: 14
Corporate Roundtable, Fall 2015: 14
Corporate Roundtable, Spring 2015: 16
Corporate Roundtable, Fall 2014: 16
Panel PrograMs: 19
Chancery Court Program, March 28, 2017: 20
Chancery Court Program, February 21, 2017: 22
Chancery Court Programs, Spring 2016: 24
leCtures: 27
Law and Entrepreneurship: 28
Distinguished Jurist: 30
Past Lectures: 32
aCadeMiC events: 35
Goethe/Penn Conference on Law & Finance: 36
NYU/Penn Conference, Spring 2017: 38
Penn/NYU Conference, Spring 2016: 38
ILE/Wharton Finance Seminars: 40
Curricular Partnerships: 42
delaware oral history ProjeCt: 44
assoCiate faCulty: 48
Publications and Papers: 56
institute investors: 59
MESSAGE FROM THE CO-CHAIRS
For more than three decades, Penn’s Institute for Law and Economics has contributed to scholarship, policy, and practice on significant issues of law and economics that affect our country’s businesses and financial institutions.
The Institute’s programs have become increasingly important, focusing on issues of relevance to the academic, legal, and business communities. Today, the Institute enjoys an outstanding international reputation for the excellence of its programs, where leaders in business, law, finance and academic scholarship candidly discuss the intersection of theory and practice on a host of matters.
On behalf of the Institute’s Board of Advisors, we want to express our gratitude to everyone who has contributed to the achievements of the Institute during this past year. In particular, we would like to thank those members of the Board who have participated in ILE’s programs and have been a vital component of their success.
We are delighted to report some superb additions to our Board of Advisors during the past year. We are pleased to welcome Marty Lessner, Victor Lewkow, Jennifer Muller, Robert Mundheim, and Anne Robinson as new members of our Board. These accomplished individuals will greatly enhance the work of the Institute.
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 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 both of them.
Michael Wachter, Bill Bratton, and Jill Fisch continued to be truly outstanding leaders of the Institute. The codirectors’ dedication to all aspects of the Institute’s work, and their ability to originate timely programming and attract ideal participants, are the reasons for the unqualified success of the Institute’s programs. This is why ILE is worldrenowned as a major forum for substantive discussions of topical issues relevant to corporations and their legal and financial advisors. This year, we also welcomed the addition of Larry Hamermesh, who joined ILE as our Executive Director. Finally, we are very grateful for the outstanding efforts of Nadia Jannetta, our Senior Manager, in making ILE run so efficiently.
CHARLES “CASEY” COGUT
Simpson Thacher & Bartlett LLP
JOSEPH B. FRUMKIN
Sullivan & Cromwell LLP
September 2017
BOARD OF ADVISORS
Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA
Daniel H. Burch Chairman & CEO MacKenzie Partners, Inc. New York, NY
Stacy
William D. Anderson, Jr. Senior Managing Director Evercore New York, NY
George A. Casey Shearman & Sterling LLP New York, NY
Stephen Fraidin
Marshall B. Babson Seyfarth Shaw LLP New York, NY
Charles I. Cogut Co-Chair, 2008–Simpson Thacher & Bartlett LLP New York, NY
Joel
Louis J. Bevilacqua Cadwalader, Wickersham & Taft LLP New York, NY
Steven M. Cohen Executive Vice President, Chief Administrative Officer and General Counsel MacAndrews & Forbes Incorporated New York, NY
Eric J. Friedman Executive Partner Skadden, Arps, Slate, Meagher & Flom LLP New York, NY
John G. Finley Senior Managing Director and Chief Legal Officer The Blackstone Group L.P. New York, NY
Robert L. Friedman Chair, 2001–2007 Senior Advisor
Martin J. Bienenstock Proskauer Rose LLP New York, NY
Joseph B. Frumkin Co-Chair, 2008–Sullivan & Cromwell LLP New York, NY
William R. Harker Co-Founder and President Ashe Capital Management, LLC Old Tappan, NJ
AQR Capital Management, LLC Greenwich, CT
BOARD OF ADVISORS
Perry
Chief Executive Officer PPC Enterprises LLC New York, NY
Michael J. Holston Executive Vice President and General Counsel Merck & Co., Inc. Kenilworth, NJ
Cynthia B. Kane Special Assistant to the Secretary of State Delaware Department of State Wilmington, DE
Leon C. Holt, Jr. Retired Vice Chairman and Chief Administrative Officer Air Products and Chemicals, Inc. Allentown, PA
Hon. Jack B. Jacobs Justice, Delaware Supreme Court, 2003–2014 Sidley Austin LLP New York, NY, and Wilmington, DE
Eduardo Gallardo Gibson, Dunn & Crutcher LLP New York, NY
Joseph D. Gatto Perella Weinberg Partners New York, NY
Golkin
Mark I. Greene Cravath, Swaine & Moore LLP New York, NY
Sarkis Jebejian Kirkland & Ellis LLP New York, NY
Brendan R. Kalb General Counsel
Roy J. Katzovicz Chairman Saddle Point Group, LLC. New York, NY
Eric Klinger-Wilensky Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE
Mark Lebovitch Bernstein Litowitz Berger & Grossmann LLP New York, NY
BOARD OF ADVISORS
Morton A. Pierce White & Case LLP New York,
Pudlin
Allan N. Rauch
Myron J. Resnick
Ann Robinson
Jeffrey J. Rosen Debevoise & Plimpton LLP New York, NY
Martin S. Lessner Young Conaway Stargatt & Taylor, LLP
Victor Lewkow Cleary Gottlieb Steen & Hamilton LLP
Simon M. Lorne
Chairman
Jennifer Muller Managing Director Houlihan Lokey San Francisco, CA
Robert H. Mundheim Shearman & Sterling New York, NY
James Rossman
Kenneth A. Lefkowitz Hughes Hubbard & Reed LLP New York, NY
BOARD OF ADVISORS
Advisory General Counsel
John J. Suydam Chief Legal Officer Apollo Global Management, LLC New York, NY
Andrea E. Utecht Executive Vice President, General Counsel and Secretary FMC Corporation Philadelphia, PA
Hon. E. Norman Veasey Chief Justice, Delaware Supreme Court, 1992–2004 Gordon, Fournaris & Mammarella, P.A. Wilmington, DE
L.
Ropes & Gray LLP Boston, MA
David M. Silk Wachtell, Lipton, Rosen & Katz New York, NY
Richard D. Smith Nelson Mullins Riley & Scarborough LLP New York, NY
Joseph A. Stern Managing Director; M&A
Goldman, Sachs & Co.
Hon. Leo E. Strine, Jr. Chief Justice Delaware Supreme Court Wilmington, DE
Jennifer Shotwell Founding Managing Director Innisfree M&A Incorporated New York, NY
Peter
Welsh
Gregory P. Williams Richards, Layton & Finger, P.A. Wilmington, DE
Donald J. Wolfe, Jr. Potter Anderson & Corroon LLP Wilmington, DE
Christopher Young Managing Director and Head of the Contested Situations Practice
Credit Suisse New York, NY
MESSAGE FROM THE DEAN
For more than thirty years, the Institute for Law and Economics has successfully demonstrated the benefits of a cross-disciplinary perspective.
ILE is at the forefront of cross-disciplinary programming and serves as a model for bridge-building between disciplines by creating ties between schools, between faculty members, between students, and between experts in the field. 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.
Penn Law’s commitment to a cross-disciplinary mission continues to grow even stronger, as we create new partnerships within the University and pursue the cross-disciplinary vision that is at the core of the Institute for Law and Economics and its programs. 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 both 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, including medium form mergers, current U.S. policy priorities, advisor liability, and the duty of care under both 102(b)(7) and Caremark.
We are proud of the generous support the Institute receives from contributors who understand the importance of what we do and the unique position the Institute holds. Many of the ILE 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 – as well as Larry Hamermesh, who joined us as the Executive Director this past fall. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind.
I look forward to the Institute’s continued growth and prosperity. I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment over the years.
THEODORE RUGER, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
September 2017
Akey aim of the Institute for Law and Economics is to host corporate law programs that provide a unique venue for high level conversations about important and timely issues in law and business among practitioners, lawmakers, and academics.
This year’s Corporate Roundtables continued that tradition of focusing on current issues in corporate law and governance. At the fall Roundtable, the first paper considered coercion and opportunism in out-of-court workouts of financially-distressed companies along with the disruptive effect of several recent federal judicial opinions on longstanding bond market practices. The second paper, an empirical analysis of waivers of the corporate opportunity doctrine, addressed contracting out of the fiduciary duty of loyalty and assessed whether such contracting was consistent with shareholder value. The afternoon panelists discussed the use of medium-form mergers in response to the adoption of Section 251(h) of the Delaware General Corporation Law. At our spring Roundtable, the first paper examined the inefficiencies and externalities of opportunistic acquirers. The second paper addressed short-termism and capital flows, contesting the claim that shareholder activism has triggered widespread disinvestment due to increased levels of share repurchases. The afternoon panel discussed the impact of cases holding out aiding and abetting liability for conflicted investment bankers advising sell-side boards of directors.
Our public lecture series featured three engaging speakers. The fall Law and Entrepreneurship Lecture was presented by David Rubenstein, Co-Founder and Co-CEO of the Carlyle Group. He spoke, among other things, about the immediate economic policy challenges facing the next U.S. president. Our spring Law and Entrepreneurship Lecture was delivered by Penn Law alumnus Greg Weinberger who presented an investment banker’s perspective on mergers and acquisitions. Our Distinguished Jurist lecturer, Antonio Weiss, Counselor to the Secretary of the U.S. Treasury, spoke about the role and importance of the Financial Stability Oversight Council.
We also successfully continued our cross-disciplinary initiatives. In the fall, the Law and Finance series, held in cooperation with Wharton’s Finance Department, featured John Coates from Harvard Law School, presenting “Why Have M&A Contracts Grown? Evidence from Twenty Years of Deals.” In the spring, Chester Spatt of Carnegie Mellon Tepper School of Business discussed the economics of credit rating agencies. In February, together with Wharton Finance and the Pollack Center for Law and Business at New York University, we co-sponsored the annual
Penn/NYU Law and Finance Conference, held at NYU. We also extended the reach of our academic programming to the international context for the first time, co-sponsoring a comparative conference on law and finance with Goethe University in Frankfurt.
Finally, with substantial encouragement and input from Delaware’s Chief Justice Leo E. Strine, Jr., we have commenced the Delaware Oral History Project. This project, in which many of our Board members are participating, will ultimately result in a website repository of oral histories of the seminal Delaware corporate cases and legislative developments since the 1967 revision of the Delaware General Corporation Law.
As in the past, our Institute’s greatest resource is the quality of our supporters and their active participation in our programs. Our board members and sponsors play a critical role in organizing and participating in our programs as well as providing valuable financial support. We continue to benefit from the generous involvement of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP. We are also pleased to welcome five new board members this year: Marty Lessner, Victor Lewkow, Jennifer Muller, Bob Mundheim, and Anne Robinson. Jennifer Muller is at Houlihan Lokey. Victor Lewkow is at Cleary Gottlieb Steen & Hamilton LLP. Bob Mundheim, the former Dean of Penn Law School, is with Shearman & Sterling LLP. Marty Lessner is the new representative from Young Conaway Stargatt & Taylor, LLP and Ann Robinson is the new representative from Vanguard. We also note that Richard Smith, who remains on the Board and had served as the representative of Reed Smith, moved to Nelson Mullins Riley & Scarborough LLP. We acknowledge the departure, due to retirement, of Jim Agger, Marcy Engel, and Heidi Stam and thank them for their valuable contributions to the continued success of ILE.
WILLIAM W. BRATTON, Co-Director, Institute for Law and Economics; 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
LAWRENCE A. HAMERMESH, Executive Director, Institute for Law and Economics
NADIA M. JANNETTA, Senior Manager, Institute for Law and Economics
September 2017
ROUNDTABLE 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, and public policymakers. 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.
CORPORATE ROUNDTABLE
Inefficiencies and Externalities from Opportunistic Acquirers
Di Li, Assistant Professor of Finance, J. Mack Robinson College of Business, Georgia State University
Lucian Taylor, Assistant Professor of Finance, The Wharton School, University of Pennsylvania
Wenyu Wang, Assistant Professor of Finance, Kelley School of Business, Indiana University
If opportunistic acquirers can buy targets using overvalued shares, then there is an inefficiency in the merger and acquisition (M&A) market; the most overvalued rather than the highest-synergy bidder may buy the target. The authors quantify this inefficiency using a structural estimation approach. They find that the M&A market allocates resources efficiently on average. Opportunistic bidders crowd out high-synergy bidders in only 7% of transactions, resulting in an average synergy loss equal to 9% of the target’s value in these inefficient deals. The implied average loss across all deals is 0.63%. Although the inefficiency is small on average, it is large for certain deals, and it is larger when misvaluation is more likely. Even when opportunistic bidders lose the contest, they drive up prices, imposing a large negative externality on the winning synergistic bidders.
Short-termism and Capital Flows
Jesse M. Fried, Dane Professor of Law, Harvard Law School
Charles C.Y. Wang, Assistant Professor of Business Administration, Harvard Business School
During the period 2005-2014, S&P 500 firms distributed to shareholders more than $3.95 trillion via stock buybacks and $2.45 trillion via dividends — $6.4 trillion in total. These shareholder payouts amounted to over 93% of the firms’ net income. Academics, corporate lawyers, asset managers, and politicians point to such shareholder-payout figures as compelling evidence that “short-termism” and “quarterly capitalism” are impairing firms’ ability to invest, innovate, and provide good wages.
The authors explain why S&P 500 shareholder-payout figures provide a misleadingly incomplete picture of corporate capital flows and the financial capacity of U.S. public firms. Most importantly, they fail to account for offsetting equity issuances by firms. The authors show that, taking into account issuances, net shareholder payouts by all U.S. public firms during the period 2005-2014 were in fact only about $2.50 trillion, or 33% of their net income. Moreover, much of these net shareholder payouts were offset by net debt issuances, and thus effectively recapitalizations rather than firm-shrinking distributions. After excluding marginal debt capital inflows, net shareholder payouts by public firms during the period 2005-2014 were only about 22% of their net income. In short, S&P 500 shareholder-payout figures are not indicative of actual capital flows in public firms, and thus cannot provide much basis for the claim that shorttermism is starving public firms of needed capital. The authors also offer three other reasons why corporate capital flows are unlikely to pose a problem for the economy.
APRIL 21, 2017
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
Inefficiencies and Externalities from Opportunistic Acquirers
Lucian Taylor, Assistant Professor of Finance, The Wharton School, University of Pennsylvania
commentators
Richard De Rose, Houlihan Lokey
Karin Thorburn, Research Chair Professor of Finance, Norwegian School of Economics
Short-termism and Capital Flows
Jesse M. Fried, Dane Professor of Law, Harvard Law School
commentators
Trevor Norwitz, Wachtell, Lipton, Rosen & Katz
Colleen Honigsberg, Assistant Professor of Law, Stanford Law School
Afternoon Session
Advisor Liability
moderators
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School
panelists
Hon. Collins J. Seitz, Jr., Delaware Supreme Court
Daniel Burch, Chairman & CEO, MacKenzie Partners, Inc.
John G. Finley, Chief Legal Officer, The Blackstone Group L.P.
Joel E. Friedlander, Friedlander & Gorris, P.A.
Joseph B. Frumkin, Sullivan & Cromwell LLP
Kurt N. Simon, Global Chairman of Mergers & Acquisitions, J.P. Morgan
1 Jesse Fried, Harvard Law School.
2 Colleen Honigsberg, Stanford Law School.
3 Daniel Burch, MacKenzie Partners, Inc.
4 Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Charles Cogut, Simpson Thacher & Bartlett, LLP; Hon. Collins Seitz, Jr., Delaware Supreme Court; John Finley, The Blackstone Group L.P.
8 Front row: Joel Friedlander, Friedlander & Gorris, P.A.; Kurt Simon, J.P. Morgan; Joseph Frumkin, Sullivan & Cromwell LLP; Back row: Elena Norman, Young Conaway Stargatt & Taylor, LLP; David Ross, Ross Aronstam & Moritz LLP.
CORPORATE ROUNDTABLE
The New Restructuring: Coercion and Opportunism in Out-of-Court Workouts
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Adam Levitin, Professor of Law, Georgetown Law School
The primary law governing out-of-court debt restructuring is the Trust Indenture Act of 1939 (“TIA”), a hoary securities law that, in section 316(b), prohibits majority-vote amendments of certain bond terms. The TIA seeks to assure an undistorted process context by forcing resort to judicially supervised bankruptcy proceedings and, until recently, largely succeeded in so doing. With the return of out-of-court restructuring, however, the TIA’s protections — at least as traditionally understood — have proven inadequate, and courts have responded to complaints about the newly coercive restructurings by adopting a broader reading of section 316(b). The authors argue that the new reading of the TIA is a maladroit, overly broad reaction to the ugly facts of the new cases, which would be better analyzed through an intercreditor duty of good faith. Out-of-court restructuring should be encouraged, as it is cheaper than bankruptcy, but, to work, it requires a revival of the equitable doctrines that governed pre-TIA restructurings. The courts’ expansive reading of TIA section 316(b) also revives a longstanding policy question concerning the section’s survival, alteration, or repeal. The authors show that developments on the ground undercut many assumptions made in the standing debate. Restructuring is more tractable than thought heretofore, and more coercive in some respects while less coercive in others. The policy outcome turns on trade-offs under uncertainty and, hence, judgment calls. The authors pose a cautious bottom line: any repeal of section 316(b) should be complete and prospective so as to give bondholders and bond issuers a chance to reconsider their preferences regarding voting rules and shape and reshape the rules in in future bond contracts. They support this conclusion with a study of indenture drafting practice that shows considerably more variety and innovation than academic discussions of bond contracts would lead one to expect.
Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers
Eric Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Gabriel V. Rauterberg, Assistant Professor of Law, University of Michigan Law School
For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware’s lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no empirical study has attempted to measure either the corporate response to these reforms, or to evaluate the implications of that response. The authors present the first broad empirical investigation of the area. Contrary to conventional wisdom, they find that hundreds of public corporations have adopted waivers – often with capacious scope and reach. They thus establish a central empirical fact that is an important baseline for further discussion: public corporations have an enormous appetite for contracting out of the duty of loyalty when freed to do so. Their analysis further sheds light on the high-stakes normative debate around the relationship between fiduciary principles and freedom of contract. What types of corporations choose to contract around default rules? When they do so, do such measures tend to bolster or thwart shareholder welfare? The authors develop an efficient contracting approach to explain why corporations – and their shareholders – might favor tailoring the duty of loyalty, and provide empirical evidence that Delaware’s experiment has generally been a success.
DECEMBER 9, 2016
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
The New Restructuring: Coercion and Opportunism in Out-of-Court Workouts
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Adam Levitin, Professor of Law, Georgetown Law School
commentators
Martin J. Bienenstock and Philip M. Abelson, Proskauer Rose LLP
Marcel Kahan, George T. Lowy Professor of Law, New York University School of Law
Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers
Eric Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Gabriel V. Rauterberg, Assistant Professor of Law, University of Michigan Law School
commentators
Stephen Glover, Gibson, Dunn & Crutcher LLP
Edward Rock, Professor of Law, New York University School of Law
Afternoon Session
Medium Form Mergers
moderators
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Lawrence A. Hamermesh, Executive Director, University of Pennsylvania Law School
panelists
Hon. Andre Bouchard, Chancellor, Delaware Court of Chancery
Jeffrey N. Gordon, Richard Paul Richman Professor of Law, Columbia Law School
Steve F. Arcano, Skadden, Arps, Slate, Meagher & Flom LLP
Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP
Stephan J. Feldgoise, Co-head of M&A, Americas, Goldman, Sachs & Co.
Benjamin M. Roth, Wachtell, Lipton, Rosen & Katz
1 Front row: Jeffrey Gordon, Columbia University School of Law; Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Stephan Feldgoise, Goldman, Sachs & Co.; Second row: Francis Stapleton, Evercore; Robert Rasmussen, University of Southern California Gould School of Law; Third row: Christine Hurt, J. Reuben Clark Law School, Brigham Young University; Robert Miller, The University of Iowa College of Law; Summer Kim, UC Irvine School of Law.
2 April Klein, NYU Stern School of Business; Edmund Kitch, University of Virginia School of Law.
3 Adam Levitin, Georgetown Law School; William Bratton, University of Pennsylvania Law School.
4 Philip Abelson, Proskauer Rose LLP; Eric Talley, Columbia Law School.
5 Front row: Scott Winter, Innisfree M&A Incorporated; Charles Cogut, Simpson Thacher, LLP; Hon. Andre Bouchard, Delaware Court of Chancery; Second row: Edward Rock, NYU Law School; Adam Levitin, Georgetown Law School.
6 Front row: Hon. Andre Bouchard, Delaware Court of Chancery; Benjamin Roth, Wachtell, Lipton, Rosen & Katz; Stephen Arcano, Skadden, Arps, Slate, Meagher & Flom LLP; Second Row: Adam Levitin, Georgetown Law School; Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Henry Hu, The University of Texas Law School; Third Row: Christyne Vachon, University of Massachusetts School of Law – Dartmouth; Jeremy McClane, University of Connecticut School of Law; Verity Winship, University of Illinois College of Law.
CORPORATE ROUNDTABLE
MAY 6, 2016
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation
Lawrence Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
commentators
Minor Myers, Professor of Law, Brooklyn Law School
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
Hedge Fund Activism and Long-Term Firm Value
K.J. Martijn Cremers, Jr., Professor of Finance, Mendoza College of Business, University of Notre Dame
Simone M. Sepe, Professor of Law and Finance, James E. Rogers College of Law, University of Arizona
commentators
Cindy Alexander, Assistant Chief Economist, U.S. Securities and Exchange Commission
Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP
Afternoon Session
Revlon at 30
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
Hon. Jack B. Jacobs, Sidley Austin LLP
Renier H. Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School
Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Jeffrey J. Rosen, Debevoise & Plimpton LLP
William D. Savitt, Wachtell, Lipton, Rosen & Katz
Bruce L. Silverstein, Young Conaway Stargatt & Taylor, LLP
DECEMBER 18, 2015
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
How Corporate Governance is Made: The Case of the Golden Leash
Matthew D. Cain, Financial Economist, U.S. Securities and Exchange Commission
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Sean J. Griffith, T.J. Maloney Chair in Business Law, Fordham Law School
Steven Davidoff Solomon, Professor of Law, University of California, Berkeley School of Law
commentators
Wei Jiang, Sidney Taurel Associate Professor of Business, Columbia Business School
Roy J. Katzovicz, Chairman, Saddle Point Group, LLC
The Private Ordering Solution to Multiforum Shareholder Litigation
Roberta Romano, Sterling Professor of Law and Director, Yale Law School Center for the Study of Corporate Law, Yale Law School
Sarath Sanga, Visiting Assistant Professor of Law, University of California, Berkeley School of Law
commentators
Hon. William B. Chandler, III, Wilson Sonsini Goodrich & Rosati
Michael Klausner, Nancy and Charles Munger Professor of Business and Professor of Law, Stanford Law School
Afternoon Session
Settlement Practice
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
Hon. Andre Bouchard, Chancellor, Delaware Court of Chancery
Joel E. Friedlander, Friedlander & Gorris, P.A.
Sean J. Griffith, T.J. Maloney Chair in Business Law, Fordham Law School
William M. Lafferty, Morris, Nichols, Arsht & Tunnell LLP
Gregory P. Williams, Richards Layton & Finger, P.A.
1 Front row: Lou Bevilacqua, Cadwalader, Wickersham & Taft LLP; Hon. Travis Laster, Delaware Court of Chancery; Bill Savitt, Wachtell, Lipton, Rosen & Katz; Bruce Silverstein, Young Conaway Stargatt & Taylor, LLP; Second row: Larry Hamermesh, Widener University Delaware Law School; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; Eduardo Gallardo, Gibson, Dunn & Crutcher LLP; Richard Smith, Reed Smith LLP; Third row: Robert Jackson, Columbia Law School; Omari Simmons, Wake Forest University School of Law.
2 Front row: Reinier Kraakman, Harvard Law School; Jeffrey Rosen, Debevoise & Plimpton LLP; Hon. Jack Jacobs, Sidley Austin LLP; Joel Friedlander, Friedlander & Gorris, P.A.; Second row: Jesse Fried, Harvard Law School; Ronald Gilson, Columbia Law School; Minor Myers, Brooklyn Law School; Simone Sepe, James E. Rogers College of Law, University of Arizona; Third row: Anthony Casey, The University of Chicago Law School; Christine Hurt, J. Reuben Clark Law School, Brigham Young University; Donna Nagy, Maurer School of Law, Indiana University.
3 Michael Wachter, University of Pennsylvania Law School; Larry Hamermesh, Widener University Delaware Law School.
4 Front row: Sean Griffith, Fordham Law School; Joel Friedlander, Friedlander & Gorris, P.A.; Casey Cogut, Simpson Thacher & Bartlett LLP; Second Row: Todd Russo, Buckeye Partners, L.P.; Henry Hu, The University of Texas; Merritt Fox, Columbia Law School; Third Row: Michael White, Vanguard; Eric Roiter, Boston University School of Law; David Hoffman, Temple University Beasley School of Law.
5 Front row: Hon. Andre Bouchard, Delaware Court of Chancery; Gregory Williams, Richards, Layton & Finger, P.A.; William Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Second row: Eric Talley, Columbia Law School; Larry Hamermesh, Widener University Delaware Law School; John DiTomo, Morris, Nichols, Arsht & Tunnell LLP; Hon. Abigail LeGrow, Master, Delaware Court of Chancery; Third row: Richard Booth, Villanova University School of Law; James Fanto, Brooklyn Law School; Christine Hurt, Reuben Clark Law School, Brigham Young University; Omari Simmons, Wake Forrest University School of Law.
CORPORATE ROUNDTABLE
MAY 1, 2015
Welcome
Theodore W. Ruger, Deputy Dean and Professor, University of Pennsylvania Law School
Morning Session
The Eclipse of the Shareholder Paradigm
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
Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Steven Davidoff Solomon, Professor of Law, Co-Director, Center for Law, Business and the Economy, University of California, Berkeley Law School
Did Harvard Violate Federal Securities Law?
The Campaign against Classified Boards of Directors
Joseph Grundfest, Jr., W.A. Franke Professor of Law and Business, Stanford University Law School
DECEMBER 12, 2014
Welcome
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
Morning Session
Does Majority Voting Improve Board Accountability?
Stephen Choi, Murray and Kathleen Bring Professor of Law, New York University School of Law
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Marcel Kahan, George T. Lowy Professor of Law, New York University School of Law
Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School
commentators
John Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
Jennifer Shotwell, Founding Managing Director, Innisfree M&A Incorporated
Equity Vesting and Managerial Myopia
Alex Edmans, Professor of Finance, London Business School, The Wharton School
Vivian W. Fang, Carlson School of Management, University of Minnesota
Katherine A. Lewellen, Associate Professor of Business Administration, Tuck School of Business at Dartmouth
commentators
Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center
Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP
Afternoon Session
Litigation By-Laws and Appraisal Arbitrage
moderators
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
panelists
T. Brad Davey, Potter Anderson & Corroon LLP
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Stephen Fraidin, Vice Chairman, Pershing Square Capital Management, L.P
Hon. Sam Glassock, Vice Chancellor, Delaware Court of Chancery
Sandra Goldstein, Cravath, Swaine & Moore LLP
Larry Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School, Member, Council of the Delaware State Bar Association Corporation Law Section
commentators
Geoffrey Tate, Associate Professor of Finance, UNC Kenan-Flagler Business School
Marc Trevino, Sullivan & Cromwell LLP
Afternoon Session
Shareholder Voting: How Far Do We Go?
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
Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc
Chris Cernich, Deputy Director of Global Research, Institutional Shareholder Services
Sarah Goller, Senior Manager, Vanguard
Roy J. Katzovicz, Partner, Investment Team Member and Chief Legal Officer, Pershing Square Capital Management, L.P.
Mark Morton, Potter Anderson & Corroon LLP
David Silk, Wachtell, Lipton, Rosen & Katz
1 Front row: Larry Hamermesh, Delaware Law School; Steve Fraidin, Pershing Square Capital Management, L.P.; Hon. Sam Glassock, Delaware Court of Chancery; Second row: Bruce Silverstein, Young Conaway Stargatt & Taylor LLP; Third row: Omari Simmons, Wake Forest University School of Law; Gordon Smith, J. Reuben Clark Law School, Brigham Young University; Eric Roiter, Boston University School of Law; Robert Miller, The University of Iowa College of Law.
2 William Bratton, University of Pennsylvania Law School.
3 Front row: Sandra Goldstein, Cravath, Swaine, & Moore LLP; Brad Davey, Potter Anderson & Corroon LLP; Jill Fisch, University of Pennsylvania Law School; Second row: Joseph Grundfest, Stanford Law School; Roberta Romano, Yale Law School; Jesse Fried, Harvard Law School; Albert Choi, University of Virginia School of Law; Third row: David Hoffman, Temple University Beasley School of Law; Christine Hurt, J. Reuben Clark Law School, Brigham Young University; Tom Lin, Temple University Beasley School of Law; Sean Griffith, Fordham Law School.
4 Front row: Roy Katzovicz, Pershing Square Capital Management, L.P.; David Silk, Wachtell, Lipton, Rosen & Katz; Chris Cernich, Institutional Shareholder Services; Second row: Keith Gottfried, Morgan Lewis & Bockius LLP; Richard Smith, Reed Smith LLP; Third row: Omari Simmons, Wake Forest University School of Law; Sam Buell, Duke University School of Law; John DiTomo, Morris, Nichols, Arsht & Tunnell LLP; Robert Rasmussen, USC Gould School of Law.
5 Front row: Joseph Frumkin, Sullivan & Cromwell LLP; James Rossman, Lazard Freres; Joel Friedlander, Friedlander & Gorris, P.A.; Second row: Jennifer Shotwell, Innisfree M&A Incorporated; Alex Edmunds, London Business School, The Wharton School; John Coates, Harvard Law School; Third row: Tom Lin, Temple University Beasley School of Law; Sean Griffith, Fordham Law School; Richard Booth, Villanova University School of Law; David Ross, Seitz Ross Aronstam & Moritz LLP.
6 Front row: Sarah Goller, Vanguard; Mark Morton, Potter Anderson & Corroon LLP; Daniel Burch, MacKenzie Partners, Inc.; Joseph Frumkin, Sullivan & Cromwell LLP; Second Row: William Harker, Ashe Capital Management, LLC; Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Jeremy Delman, Debevoise & Plimpton LLP; Merritt Fox, Columbia Law School; Jennifer Shotwell, Innisfree M&A Incorporated; Third Row: Anthony Casey, The University of Chicago Law School; Fred Tung, Boston University School of Law; Verity Winship, University of Illinois College of Law; Tom Lin, Temple University Beasley School of Law.
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.
CHANCERY COURT PROGRAM
MARCH 28, 2017
Caremark at 20: A Reflection on Its Real World Impact
A panel of corporate counsel addressed the impact of Chancellor William T. Allen’s 1996 opinion approving a settlement in the Caremark derivative litigation. They examined how Caremark’s articulation of a fiduciary responsibility to implement corporate reporting systems influenced the development of modern corporate compliance practices, despite its adoption of a very lenient standard of liability for oversight failures. The panel discussed the extent of Caremark’s continuing significance in an environment in which federal regulatory systems play a major role in promoting legal compliance, and also addressed the mechanisms used by boards of directors to fulfill their duties under Caremark and the corporation’s regulatory compliance obligations.
moderator
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
panelists
Janet Langford Carrig, General Counsel, ConocoPhillips
Simon M. Lorne, Chief Legal Officer, Vice Chairman, and Member of Executive Committee, Millennium Management LLC
Michael Reilly, Vice President, Associate General Counsel, and Chief Compliance Officer, FMC Corporation
Richard Walker, former General Counsel, Deutsche Bank
1 John Finley, The Blackstone Group, LP.
2 Hon. Leo Strine, Jr., Delaware Supreme Court.
3 Jennifer Muller, Houlihan Lokey.
4 Front row: Jacqueline Rodgers, Potter Anderson & Corroon LLP; Donald Wolfe, Potter Anderson & Corroon LLP; Marc Sonnenfeld, Morgan Lewis & Bockius LLP; Second row: Alan Rauch, Beth Bath & Beyond Inc.; Christopher Foulds, Friedlander & Gorris, P.A.
CHANCERY COURT PROGRAM
FEBRUARY 21, 2017
Do We Have the Balance Right? 102(b)(7) and Director and Office Liability
This program addressed how judicial standards of review and, in particular, the threat of director and officer monetary liability, affect the advice that lawyers give to corporate managers. The panel examined how standards of review affect the structuring and approval of significant corporate transactions, especially those in which conflicts of interest are present, and whether the impact of existing standards is optimal. Panelists addressed the utility of allowing post-closing suits for damages in cases in which the disinterested stockholders have approved a transaction that does not involve conflicts of interest. The panel also examined the role of the appraisal remedy and the scope of liability faced by advisers (particularly investment bankers) to the board of directors.
moderator
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
panelists
Joel E. Friedlander, Friedlander & Gorris, P.A.
William M. Lafferty, Morris, Nichols, Arsht & Tunnell LLP
Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP
2 Donald Wolfe, Potter Anderson & Corroon LLP; Hon. Leo Strine, Jr., Delaware Supreme Court.
3 Cynthia Kane, Office of the Secretary of State, Delaware Department of State; Daniel O’Donnell, Dechert LLP; Martin Lessner, Young Conaway Stargatt & Taylor LLP; Norman Veasey, Gordon, Fournaris & Mammarella, P.A.; Joseph Frumkin, Sullivan & Cromwell LLP.
CHANCERY COURT PROGRAMS
APRIL 5, 2016
Measuring Fair Value in Appraisal: Deal Price or Discounted Cash Flow
The program focused on interrelations between fair value, merger price, and synergistic gain in the context of Delaware statutory appraisal. Under the statute, appraisal petitioners are awarded the “fair value” of their shares independent of any value arising in respect of the merger, a measure that excludes synergistic gain. The typical practice is to use traditional discounted cash flow (DCF) analysis to estimate pre-merger going concern value. In some situations, however, critical parameter values are either unavailable or are known in a range of possible values. In some recent cases, the Chancery Court has relied on the deal price, particularly where the deal has been fully shopped and vetted. Questions follow concerning synergistic gain, for the deal price is likely to be heavily influenced by the value of the synergies created by the merger. The value of the synergies, moreover, is specific to the buyer and the sharing of the synergies is specific to the outcome of the negotiations between the target and buyer. Consequently, the “deal price minus synergies” estimate of the
FEBRUARY 16, 2016
Taking a Benefit Corporation Public: Are Shareholders in the Public Markets Ready for Benefit Corporations?
The panel addressed the particular challenges that benefit corporations are likely to face in the public markets. After covering some of the basic principles of benefit corporations, including the rejection of shareholder primacy and their broader responsibility to stakeholders, the panel discussed the theoretical basis for such a move. The panel discussed evidence that both individual and institutional investors are increasingly recognizing benefit corporations as viable investments. The panel further noted that benefit corporations are beginning to make their ways into the public markets, in part as wholly owned subsidiaries of traditional corporations and how, as such, they are achieving increasing credibility in the market. One threshold question is whether normal valuation metrics apply to benefit corporations. The panel specifically considered the experience of Laureate Education, which is in the process of registering to go public as a benefit corporation. They also addressed the type of companies that might
appraisal award is subject to its own set of difficult estimation problems. The panelists spoke to the context where the “DCF — going concern value” or “deal price minus synergies” is more likely to be used, with the bankers favoring going concern value. There was also a lively discussion of how to measure synergies.
moderator
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
panelists
James Del Favero, Managing Director, Global Head of Raid and Activism Defense, Goldman, Sachs & Co.
Eric Gilje, Assistant Professor of Finance, The Wharton School
John Suydam, Chief Legal Officer, Apollo Global Management, LLC
commentators
Lawrence Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School
Jonathan Mir, Managing Director, Lazard
actually use the benefit corporation form as a value enhancer. They then addressed the market acceptance of the benefit corporation structure and the potential legal challenges to operating in the public markets as a benefit corporation. They discussed the fact that some public companies were already subject to constituency statutes, so that the public markets had exposure to stakeholder concepts. Finally, the panel addressed the ways that institutional investors could invest in benefit corporations and satisfy their fiduciary duties.
moderator
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
panelists
Frederick Alexander, Head of Legal Policy, B Lab
Joseph H. Kaufman, Simpson Thacher & Bartlett LLP
David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School
Adam J. Norin, Managing Director, Investment Banking, Barclays PLC
Robert W. Zentz, Senior Vice President and General Counsel, Laureate Education
1 Michael Wachter, University of Pennsylvania Law School; Frederick Alexander, B Lab; Joseph Kaufman, Simpson, Thacher & Bartlett LLP; David Musto, The Wharton School; Adam Nordin, Barclays PLC; Robert Zentz, Laureate Education.
2 Front row: Joseph Frumkin, Sullivan & Cromwell LLP; Cynthia Kane, Office of the Secretary of State, Delaware Department of State; Hon. Leo Strine Jr., Delaware Supreme Court; Second row: Peter Welsh, Ropes & Gray LLP; Jon Abranczyk, Morris, Nichols, Arsht & Tunnell LLP; Richard Aldridge, Morgan Lewis & Bockius LLP.
5 Michael L. Wachter, University of Pennsylvania Law School; James Del Favero, Managing Director, Global Head of Raid and Activism Defense, Goldman, Sachs & Co.; John Suydam, Chief Legal Officer, Apollo Global Management, LLC; Erick Gilje, Assistant Professor of Finance, The Wharton School; Jonathan Mir, Managing Director, Lazard; Lawrence Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School.
LECTURES
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.
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.
LAW AND ENTREPRENEURSHIP LECTURES
APRIL 12, 2017
A Banker’s Perspective on M&A
Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC
Greg Weinberger is a 1991 graduate of Penn Law School where he was a member of the Law Review and won the Schechtman Prize. He is the Co-Head of Global M&A Business at Credit Suisse Group AG, a position he has held since March, 2015. From June, 2011 to March, 2015, Mr. Weinberger was the Co-Head of American Mergers and Acquisitions. He joined Credit Suisse First Boston in 1996 from the law firm Cravath, Swaine & Moore. Although he was Head of Oil & Gas Americas, he spent most of his career in the Credit Suisse M&A Group, focusing on advising energy
companies on strategic transactions. He was also responsible for Credit Suisse’s hostile takeover defense practice. Mr. Weinberger served as a member on the Managing Director Evaluation Committee during 2008 and as a Co-Chair during 2009 and 2010. He currently serves as a Managing Director of Credit Suisse AG and is a member of the bank’s Investment Banking Advisory Committee, which oversees the rendering of fairness opinions and formal advice. Mr. Weinberger has a bachelor’s degree with honors from Yale University.
OCTOBER 26, 2016
The Immediate Challenges for the Next President of the United States
David M. Rubenstein, Co-Founder and Co-CEO, The Carlyle Group
David Rubenstein is the Co-Founder and Co-CEO of The Carlyle Group, one of the world’s largest private equity firms. Since he co-founded the firm in 1987, Carlyle has grown to manage more than $175 billion from 35 offices around the world. Mr. Rubenstein, who comes from Baltimore, was a 1970 magna cum laude, Phi Beta Kappa graduate of Duke, and a member of The University of Chicago Law School’s class of 1973, where he was an editor of the Law Review. Mr. Rubenstein went from Chicago to Paul, Weiss for two years before spending one year as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. From 1977 to 1981, during the Carter Administration, Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy. Thereafter, he practiced once again at Shaw, Pittman, Potts & Trowbridge before founding Carlyle in 1987.
Mr. Rubenstein is Chairman of the Boards of Trustees of the Kennedy Center and Duke University. He is also a Regent of the Smithsonian Institution, Co-Chairman of the Brookings Institution, Vice-Chairman of the Council on Foreign Relations, a Trustee of the National Gallery of Art, and President of the Economic Club of Washington. He is also on the Boards of University of Chicago, Lincoln Center, the Memorial SloanKettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, and the National Museum of Natural History of the Smithsonian Institution. He is a member of the American Academy of Arts and Sciences, the Business Council, the Visiting Committee of the Kennedy School of Government at Harvard, the Harvard Business School Board of Dean’s Advisors, the Board of Trustees of the Young Global Leaders Foundation, Advisory Board of School of Economics and Management Tsinghua University, the Madison Council of the Library of Congress, and the International Business Council of the World Economic Forum.
DISTINGUISHED JURIST LECTURES
NOVEMBER 29, 2016
Current Policy Priorities
Antonio Weiss, Counselor to the Secretary of the US Treasury, Department of the Treasury
Mr. Weiss discussed the matters at stake in the area of financial policy in connection with the impending transition in political power. The reforms, which included the Dodd-Frank Act, adopted in response to the financial crisis, have “made our financial system stronger and more resilient to future crises.” Mr. Weiss focused on the establishment of the Financial Stability Oversight Council, which, he explained, exists to monitor and respond to potential risks to financial stability. Mr. Weiss asserted that the need for the Council is clear. He went on to describe the role of the Council in our regulatory system, how the Council works in action, and how the Council facilitates communication and coordination when periods of market stress arise. He concluded that the Council has greatly improved regulators’ ability to share information, collaborate, and take a collective view of risk and asserted that the Council was important in ensuring that our financial system remains the most vibrant and dynamic in the world.
OCTOBER 14, 2015
Science, Technology and Immigration in the 21st Century
Hon. Barrington D. Parker, Jr., U.S. Court of Appeals for the Second Circuit
Judge Parker posed the question of why the public debate about immigration is so distorted when the case for the contribution that immigration makes is so powerful. The judge commented that the current round of immigrant bashing in the public sphere, unfortunate as it is, shares similarities to outbreaks of nativism that have recurred since this country was founded. He explained his opinion that this round is especially dangerous because it detracts from our understanding of how our nation’s wealthgenerating capacity has now become heavily dependent on foreign intellectual talent. Nowhere, according to the judge, is this more evident than when we examine what drives science, technology, engineering and innovation in America.
As Counselor to the Secretary at the United States Department of the Treasury, Mr. Weiss advises the Secretary on domestic and international issues related to financial markets, regulatory reform, job creation, consumer finance, and broad-based economic growth. Mr. Weiss leads Treasury’s debt management team that manages the Nation’s finances and coordinates with the Treasury Borrowing Advisory Committee. He advises the Secretary on the implementation of financial regulatory reform and policy issues related to financial stability, including the work of the Financial Stability Oversight Council’s review of potential threats to financial stability arising from asset management products and activities. Prior to joining Treasury, Mr. Weiss held various leadership positions at Lazard, an independent financial advisory and asset management firm. He earned his bachelor’s degree from Yale College and M.B.A. degree from Harvard Business School, where he was a Baker Scholar and Loeb Fellow.
The Honorable Barrington D. Parker, Jr. has been a federal judge on the United States Court of Appeals for the Second Circuit since 2001. He had been a United States District Judge for the Southern District of New York for the previous seven years. Judge Parker began his legal career as a law clerk to Judge Aubrey Robinson of the United States District Court for the District of Columbia, where his father, the Hon. Barrington D. Parker, Sr. also sat. He then went into private law practice in New York in 1970, serving first at Sullivan & Cromwell until 1977, then as a partner at Parker, Auspitz, Neesemann & Delehanty, P.C. from 1977 to 1987, then as a partner at Morrison & Foerster from 1987 until his appointment in 1994 to the United States District Court for the Southern District of New York. He is a 1965 graduate of Yale College and a 1969 graduate of Yale Law School.
PAST LECTURES
Past Law and Entrepreneurship Lectures
16 March 2016
Off the Field and Off the Record: The Future Through the Prism of Sports
Philip de Picciotto, Founder and President, Octagon
11 November 2015
Counselor as Entrepreneur or Law as a Dynamic Venture
Steven M. Cohen, Executive Vice President, Chief Administrative Office and General Counsel, MacAndrews & Forbes Incorporated
17 February 2015
Doing Well and Doing Good: The Story of Plum Organics and the New Benefit Corporation Movement
Frederick Alexander, Counsel, Morris, Nichols, Arsht & Tunnell LLP and Advisor for Legal Policy, B Lab
Neil Grimmer, CEO and Co-Founder, Plum Organics
Bart Houlahan, Co-Founder, B Lab
Ray Liguori, Vice President of Corporate Development, Campbell Soup Company
Keely Stewart, Associate Corporate Counsel, Campbell Soup Company
18 November 2014
Happy Guy in Distressed… From Pre-Med to JD to Distressed Investing
Steven T. Shapiro, Founding Partner and Senior Portfolio Manager, GoldenTree Asset Management
23 April 2014
Blackstone Navigating a Sea of Regulatory Change
John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group
Past Distinguished Jurist Lectures
19 March 2015
Fixing Lawyers’ Mistakes: The Court’s Role in Administering Delaware’s Corporate Statute
Hon. John W. Noble, Vice Chancellor, Delaware Court of Chancery
19 November 2013
The Paucity of Criminal Prosecutions Arising from the Financial Crisis: Unaccountable?
Hon. Jed S. Rakoff, United States District Judge, Southern District of New York
10 October 2012
Financial Stability Regulation
Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System
15 February 2012
Regular Order as Equity
Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
25 October 2011
The Delaware Court of Chancery from 1989 – 2011: An Insider’s View
Hon. William B. Chandler III, Chancellor, Delaware Court of Chancery
12 November 2013
Shazam! – A ’63 Law Grad is Transformed into a High Tech Entrepreneur
J. Haig Farris, President, Fractal Capital Corporation
25 February 2013
From Corporate Management to Sports Management: Turning Around the 76ers
Adam Aron, CEO and Co-Owner, Philadelphia 76ers
18 October 2012
The Cross-Cultural CEO: Growing a Business in a World Without Borders
David Perla, Co-Chief Executive Officer, Pangea3 LLC
15 November 2011
Too Dull for Davos: My Life in Long-Only, Objective-Based, Active Money Management and Why I Think It Still Makes Sense
Paul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company
2 March 2011
Competitive Places and Inner City Opportunities: Reflections on 25 Years of Community Investment
Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund
2 November 2010
The Financial Crisis: Aftermath and Implications
H. Rodgin Cohen, Sullivan & Cromwell LLP
3 March 2010
Managing Through Change, Managing Through Crisis in Financial Services
Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas
23 March 2011
Treasury’s Performance as Pay Tsar: Precedent or Aberration?
Kenneth R. Feinberg, Feinberg Rozen, LLP
29 October 2009
Private Securities Litigation — Time for a Fresh Start?
Hon. Lewis A. Kaplan, United States District Judge, Southern District of New York
11 November 2008
Delaware Directors’ Fiduciary Duties: The Focus on Loyalty
Hon. Randy Holland, 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
30 September 2009
The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large Corporation
J.P. Suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division
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
Isaac 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
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
The Effects of Collegiality on Judicial Decision Making
Hon. Harry T. Edwards, Circuit Judge, U.S. Court of Appeals for the D.C. Circuit
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 CoPresident, 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
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
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
Past Law and Entrepreneurship Lectures
1 Philip de Picciotto
2 Steven M. Cohen
3 Neil Grimmer, Roy Liguori, Keely Stewart, Frederick Alexander, Bart Houlahan
4 Steven T. Shapiro
5 John Finley
6 J. Haig Farris
7 Adam Aron
8 David Perla
9 Paul G. Haaga, Jr.
10 Jeremy Nowak
11 H. Rodgin Cohen
12 Joseph D. Gatto
13 J.P. Suarez
14 Safra Catz
Past Distinguished Jurist Lectures
15 Hon. John W. Noble
16 Hon. Jed S. Rakoff
17 Daniel K. Tarullo
18 Hon. Leo E. Strine, Jr.
19 Hon. William B. Chandler III
20 Kenneth R. Feinberg
21 Hon. Lewis A. Kaplan
22 Hon. Randy Holland
Brian G. Cartwright
ACADEMIC EVENTS
The Institute for Law and Economics organizes a variety of symposia.
IN FEBRUARY 2005, we launched an annual two-day academic 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. The Law and Finance conference offers leading scholars the opportunity to present cutting edge research to a community of legal and business school academics.
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. Each seminar features a guest speaker presenting interdisciplinary work. A dinner follows each presentation, with commentary presented by members of ILE’s Associate Faculty.
GOETHE/PENN CONFERENCE ON LAW & FINANCE
DECEMBER 16-17, 2016
Goethe Universität
Penn Law and the law faculty of the Johann Wolfgang GoetheUniversität Frankfurt have collaborated on a number of academic and pedagogical projects over the years. This year, ILE joined with its counterpart at Goethe, the Institute for Law and Finance, to co-sponsor an academic conference devoted to financial topics at the House of Finance on the Goethe campus. A trans-Atlantic symmetry was maintained: the conference featured four papers by American academics and four papers by European academics, with European commentators on the American papers and Americans commenting on the European papers.
Opening Address
Brigitte Haar, Goethe Universität Vice President
Long Live the King? The Almost Inevitable Loss of Startup-Founder Control by the IPO
Jesse M. Fried, Harvard Law School discussant
Brigitte Haar, House of Finance, Goethe Universität
Shareholder Protection and Market Development
Simon Deakin, Cambridge University Law Faculty discussant
Holger Spamann, Harvard Law School
The New Restructuring: Coercion and Opportunism in Out-of-court Workouts
William W. Bratton, University of Pennsylvania Law School discussant
David Kershaw, LSE Law Department
Bankruptcy on the Side
Anthony J. Casey, University of Chicago Law School discussant
Felix Steffek, Cambridge University Law Faculty
Venture Capital 2.0: from Venturing to Partnering
Joseph A. McCahery, Tilburg University discussant
Elizabeth Pollman, Los Angeles Loyola Law School
Financing Disruption
Luca Enriques, Oxford University Law Faculty discussant
Jill E. Fisch, University of Pennsylvania Law School
A Founder’s Guide to Unicorn Creation: How Liquidation Preferences in M&A Transactions Affect Start-Up Valuation
Robert P. Bartlett, III, University of California Berkeley School of Law discussant
Andreas Engert, Mannheim Universität
Should Securities Regulation Promote Crowdinvesting?
Lars Hornuf, Trier Universität discussant
Brian J. Broughman, Indiana University Maurer School of Law
1 Felix Steffek, University of Cambridge; Brigitte Haar, Goethe Universität; Moritz Baelz, Goethe Universität.
2 Jill Fisch, University of Pennsylvania Law School; David Kershaw, LSE Law Faculty.
3 Holger Spamann, Harvard Law School; Jesse Fried, Harvard Law School.
4 Katja Langenbucher, Goethe Universität; Joseph McCahery, Tilburg University; William Bratton, University of Pennsylvania Law School.
5 William Bratton, University of Pennsylvania Law School.
6 Anthony Casey, University of Chicago Law School; Elizabeth Pollman, Loyola of Los Angeles Law School; Brian Broughman, Indiana University Maurer School of Law; Robert Bartlett, UC Berkeley School of Law.
PENN/NYU CONFERENCE ON LAW AND FINANCE
February 24-25, 2017
New York University School of Law
Jointly sponsored by Pollack Center for Law & Business, New York University
Institute for Law and Economics, University of Pennsylvania
Organized by Stephen Choi, New York University School of Law
Jill E. Fisch, University of Pennsylvania Law School
Itay Goldstein, The Wharton School, University of Pennsylvania
David Yermack, Stern School of Business, New York University
Session I
The Insignificance of Clear-Day Poison Pills
Emiliano Catan, New York University School of Law
Commentator
Wei Jiang, Columbia Business School
Moderator
Jill E. Fisch, University of Pennsylvania Law School
Session II
Principal Costs: A New Theory for Corporate Law and Governance
Zohar Goshen, Columbia Law School
Richard Squire, Fordham Law School
Commentator
Uday Rajan, Ross School of Business, University of Michigan
Moderator
Albert Choi, University of Virginia Law School
Session III
Skin or Skim?
Arpit Gupta, Stern School of Business, New York University
Kunal Sachdeva, Columbia Business School
Commentator
Quinn Curtis, University of Virginia School of Law
Moderator
Jillian Popadak, The Fuqua School of Business, Duke University
Session IV
Earnings and the Value of Voting Rights
O˘guzhan Karakas, Carroll School of Management, Boston College
Umit G. Gurun, Jindal School of Management, University of Texas at Dallas
Commentator
Allen Ferrell, Harvard Law School
Moderator
Avri Ravid, Yeshiva University
February 19-20, 2016
University of Pennsylvania Law School
Jointly sponsored by Institute for Law and Economics, University of Pennsylvania
Pollack Center for Law & Business, New York University
Organized by
William T. Allen, New York University School of Law
Yakov Amihud, Stern School of Business, New York University
Stephen Choi, New York University School of Law
Jill E. Fisch, University of Pennsylvania Law School
Itay Goldstein, The Wharton School, University of Pennsylvania
David Yermack, Stern School of Business, New York University
Session I
A Positive Theory of Retirement Plan
Design
Ryan Bubb, New York University School of Law
Patrick L. Warren, John E. Walker Department of Economics, Clemson University
Commentator
Lauren H. Cohen, Harvard Business School
Moderator
William W. Bratton, University of Pennsylvania Law School
Session II
Investor Flows and Fragility in Corporate Bond Funds
Itay Goldstein, The Wharton School, University of Pennsylvania
Hao Jiang, Eli Broad College of Business, Michigan State University
David T. Ng, The Charles H. Dyson School of Applied Economics and Management, Cornell University
Commentator
Kathryn Judge, Columbia Law School
Moderator
Michael L. Wachter, University of Pennsylvania Law School
Session III
After Halliburton: Event Studies and Their Role in Federal Securities Fraud Litigation
Jill E. Fisch, University of Pennsylvania Law School
Jonah Gelbach, University of Pennsylvania Law School
Jonathan Klick, University of Pennsylvania Law School
Commentator
Jerold Warner, University of Rochester Simon Business School
Moderator
Stephen Choi, New York University School of Law
Session V
Beyond the Personal Benefit Test: The Economics of Tipping by Insiders
Jonathan R. Macey, Yale Law School
Commentator
Vyacheslav Fos, Carroll School of Management, Boston College
Moderator
William K.S. Wang, University of California Hastings College of Law
Session VI
Securing Property Rights
Giacomo A.M. Ponzetto, Center for Research in International Economics (CREI), Universitat Pompeu Fabra, and Barcelona Graduate School of Economics (GSE)
Edward L. Glaeser, Department of Economics, Harvard University
Andrei Shleifer, Department of Economics, Harvard University
Commentator
Eric Talley, Columbia Law School
Moderator
Kose John, Stern School of Business, New York University
Session VII
Bankruptcy on the Side
David A. Skeel, University of Pennsylvania
Law School
Kenneth Ayotte, University of California, Berkeley School of Law
Anthony Casey, University of Chicago Law School
Commentator
Stefano Rossi, Bocconi University, CEPR, and ECGI
Moderator
Barry Adler, New York University School of Law
Session VIII
Corporate Control Activism
Doron Levit, The Wharton School, University of Pennsylvania
Adrian A. Corum, The Wharton School, University of Pennsylvania
Commentator
Brian Quinn, Boston College Law School
Moderator
Itay Goldstein, The Wharton School, University of Pennsylvania
Session IV
Who is Afraid of BlackRock?
Massimo Massa, INSEAD
David Schumacher, McGill University
Yan Wang, Erasmus University
Commentator
Katherine Litvak, Northwestern University School of Law
Moderator
David Yermack, Stern School of Business, New York University
Session V
Short-Termism and Long-Termism
Michal Barzuza, University of Virginia School of Law
Eric Talley, Columbia Law School
Commentator
Laura Starks, University of Texas McCombs School of Business
Moderator
Jill E. Fisch, University of Pennsylvania Law School
Session VI
The End of Market Discipline? Investor Expectations of Implicit Government Guarantees
Viral V. Acharya, Stern School of Business, New York University, CEPR and NBER
Deniz Anginer, Virginia Tech
A. Joseph Warburton, Syracuse University
Commentator
Allen Ferrell, Harvard Law School
Moderator
Itay Goldstein, The Wharton School, University of Pennsylvania
Session VII
Stock Market Prices and the Market for Corporate Control
John Armour, University of Oxford and ECGI
Brian Cheffins, University of Cambridge and ECGI
Commentator
Audra Boone, U.S. Securities and Exchange Commission
Moderator
Itay Goldstein, The Wharton School, University of Pennsylvania
Session VIII
Wolf Pack Activism
Alon Brav, Duke University: The Fuqua School of Business and NBER
Amil Dasgupta, London School of Economics, CEPR, and ECGI
Richmond Mathews, University of Maryland, College Park
Commentator
Edward Rock, University of Pennsylvania Law School
Moderator
Doron Levit, The Wharton School, University of Pennsylvania
1 Jillian Popadak, The Fuqua School of Business, Duke University; Arpit Gupta, Stern School of Business, New York University; Quinn Curtis, University of Virginia School of Law.
2 Doron Levit, The Wharton School, University of Pennsylvania.
3 Marcel Kahan, New York University School of Law; Lawrence Hamermesh, University of Pennsylvania Law School; Edward Rock, New York University School of Law.
4 Eric Talley, Columbia Law School.
5 Hon. J. Travis Laster, Delaware Court of Chancery.
6 Zohar Goshen, Columbia Law School; Stephen Choi, New York University School of Law; Jill Fisch, University of Pennsylvania Law School.
7 William Anderson, Evercore.
ILE/WHARTON FINANCE SEMINARS
MARCH 16, 2017
The Economics of Credit Rating Agencies
Chester S. Spatt, Pamela R. and Kenneth B. Dunn Professor of Finance, Carnegie Mellon University Tepper School of Business (with Francesco Sangiorgi, Associate Professor of Finance, Frankfurt School of Finance and Management)
The financial crisis highlighted the central role of regulatory and market institutions to evaluate and measure risk and the potential causes of systemic risk in the global economy. Both market participants and regulators have relied heavily upon credit rating agencies in assessing risk, which in turn has focused attention upon how ratings are used by various actors and the frictions that influence the determination of ratings. In this monograph, the authors examine the economics of credit rating agencies and the associated difficulties and challenges. They explore this from both an economics and regulatory lens, examining issues from both a conceptual and empirical perspective, building upon the academic literature and recent policy challenges.
NOVEMBER 17, 2016
Why Have M&A Contracts Grown? Evidence from Twenty Years of Deals
John F. Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
Over 20 years, M&A contracts have more than doubled in size –from 35 to 88 single-spaced pages in the paper’s font. They have also grown significantly in linguistic complexity – from postgraduate “grade 20” to post-doctoral “grade 30.” A substantial portion (lower bound ~20%) of the growth consists not of mere verbiage, but of substantive new terms. These include rational reactions to new legal risks (e.g., SOX, FCPA enforcement, shareholder litigation) as well as to changes in deal and financing markets (e.g., financing conditions, financing covenants, and cooperation covenants; and reverse termination fees). New contract language also includes dispute resolution provisions (e.g., jury waivers, forum selection clauses) that are puzzling not for appearing new, but in why they were ever absent. A final, notable set of changes reflect innovative deal terms, such as top-up options, which are associated with a 18-day (~30%) fall in time-tocompletion and a 6% improvement in completion rates. Exploratory in nature, this paper frames a variety of questions about how an important class of highly negotiated contracts evolves over time.
commentators
William Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Itay Goldstein, Joel S. Ehrenkranz Family Professor, Professor of Finance, The Wharton School
Simone Sepe, Visiting Professor, University of Pennsylvania Law School
Christian Opp, Assistant Professor of Finance, The Wharton School
commentators
Jonah Gelbach, Professor of Law, University of Pennsylvania Law School
Jonathan Klick, Professor of Law, University of Pennsylvania Law School
David Musto, Ronald O. Perelman Professor in Finance, The Wharton School
Lucian Taylor, Assistant Professor of Finance, The Wharton School
1 John Coates, Harvard Law School.
2 Itay Goldstein, The Wharton School, and Chester Spatt, Carnegie Mellon University Tepper School of Business.
CURRICULAR PARTNERSHIPS
FALL 2015 - SPRING 2017
The Institute for Law and Economics engages in curricular partnerships that serve the educational mission of Penn Law School. Members of our board of advisors make important contributions as members of our adjunct faculty. In addition, ILE invites members of our board and other distinguished professionals to the Law School for special classes and seminars and as luncheon speakers and program participants to share their professional expertise with Penn Law students in an informal setting.
COURSES
Business Strategy, Private Equity and Corporate Law
Perry Golkin
Cross Border M&A
George Casey and Scott Petepiece
Great Cases in Modern Delaware Corporate Law
Michael L. Wachter, Hon. Leo E. Strine, Jr. and Lawrence A. Hamermesh
M&A Through the Business Cycle
Joseph Gatto and Joseph Frumkin
Strategic Equity Seminar
Jill E. Fisch and David Erickson
Transactional Drafting
Eric Klinger-Wilensky
Transactional Lawyering
Charles I. Cogut
Venture Capital Finance
Eric Klinger-Wilensky and William W. Bratton
Widening the Lens on Corporate Law
Michael L. Wachter and Hon. Leo E. Strine, Jr.
JD/MBA LUNCHEONS
Scott L. Bok, Chief Executive Officer, Greenhill and Company, LLC
LizabethAnn R. Eisen, Cravath, Swaine & Moore LLP
Eduardo Gallardo, Gibson Dunn & Crutcher LLP
Keir Gumbs, Covington & Burling LLP
William Harker, Co-Founder, President, and Chief Compliance Officer, Ashe Capital Management, LLC
Joseph Manko, Managing Director, Mufson Howe & Hunter
Richard P. Schifter, Managing Partner, TPG Capital
Hon. Karen Valihura, Delaware Supreme Court
Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC
PROGRAMS
Free Trade Agreements and Multilateralism: The Next Frontier for the EU and the US Fireside Chat with Ambassador David O’Sullivan, EU Ambassador to the United States
Jill E. Fisch, Perry Golkin Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School
William Burke-White, Richard Perry Professor and Inaugural Director, Perry World House; Professor of Law, University of Pennsylvania Law School
Volkswagen Emissions Scandal: Corporate Governance and Regulatory Issues panelists
Hon. Cheryl Ann Krause, U.S. Court of Appeals for the Third Circuit
Martin Gelter, Associate Professor of Law, Fordham University School of Law
Jason M. Halper, Orrick, Herrington & Sutcliffe LLP
John Paul MacDuffie, Professor of Management, The Wharton School
moderator
Jill E. Fisch, Perry Golkin Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School
1 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; William Bratton, University of Pennsylvania Law School.
2 Eduardo Gallardo, Gibson, Dunn & Crutcher LLP; Michael L. Wachter, University of Pennsylvania Law School.
3 Hon. Cheryl Ann Krause, U.S. Court of Appeals for the Third Circuit; Martin Gelter, Fordham University School of Law; Jason M. Halper, Orrick, Herrington & Sutcliffe LLP; John Paul MacDuffie, The Wharton School.
4 Keir Gumbs, Covington & Burling LLP; Michael Wachter, University of Pennsylvania Law School.
5 Jill Fisch, University of Pennsylvania Law School; Ambassador David O'Sullivan, EU Ambassador to the United States; William Burke-White, University of Pennsylvania Law School.
DELAWARE
ORAL HISTORY PROJECT
The Institute has embarked upon an exciting long-term project to create a website repository of oral histories of the seminal Delaware corporate cases and legislative developments since the 1967 general revision of the Delaware General Corporation Law. The website will include recorded interviews of many of the lawyers and judges who participated in those cases and developments and whose recollections are important to preserve.
THE DELAWARE ORAL HISTORY PROJECT
The Institute has embarked upon an exciting, long-term project involving the creation of oral histories of the seminal Delaware corporate cases and legislative developments since the general revision of the Delaware General Corporation Law (DGCL) in 1967. The project will center on recorded interviews of many of the lawyers and judges who participated in those cases and developments, and whose recollections are important to preserve.
The project emerged out of a series of advanced seminars taught by Delaware’s Chief Justice Leo E. Strine, Jr. and Professor Michael Wachter. In previous years, this seminar featured participants in major Delaware corporate cases describing their experience and strategies in litigating the cases. That classroom experience highlighted the value of developing oral histories that gather and preserve similar recollections about Delaware’s landmark corporate cases. Given ILE’s close relationship with the Delaware courts over the years and the significance of this period in the development of modern Delaware corporate law, ILE expects this oral history to be an invaluable resource for students and scholars.
The end product of the oral histories will be a website repository, available as a teaching resource, which will include the videotaped interviews described above. The repository will also include resources relating to the DGCL amendments since 1967.
The interview process is also being integrated into an annual seminar in which students conduct preliminary interviews of some of the participants whose recollections are thereby refreshed ahead of the recording of the final interview. This gives students a unique opportunity to learn about key corporate developments from the lawyers and judges who were involved.
To date, the interview process has focused on cases addressing the fiduciary duty of care, and the enactment of DGCL section 102(b)(7), which authorized charter provisions limiting director liability for damages. Future sessions will cover cases on hostile and friendly acquisitions, and freeze-outs by controlling stockholders.
1. A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell LLP, interviewed by Joel Friedlander, Friedlander & Gorris, P.A., about Van Gorkom.
2. Joel Friedlander, Friedlander & Gorris, P.A., interviewing Robert Payson, Potter Anderson Corroon LLP, about Van Gorkom.
3. Michael Hanrahan, Prickett, Jones & Elliott, P.A., interviewed by Joel Friedlander, Friedlander & Gorris, P.A., about Van Gorkom.
4. Edward McNally, Morris James LLP, interviewing A. Gilchrist Sparks, III, Morris Nichols Arsht & Tunnell LLP, about DGCL § 102(b)(7).
5. Stephen Lamb, Paul, Weiss, Rifkind, Wharton & Garrison LLP, interviewed by Edward McNally, Morris James LLP, about DGCL § 102(b)(7).
6. John Mark Zerberkiewicz, Richards Layton & Finger, P.A., interviewing Kenneth Nachbar, Morris, Nichols, Arsht & Tunnell LLP, about Caremark.
7. Kenneth Nachbar, Morris, Nichols, Arsht & Tunnell LLP, interviewed by John Mark Zerberkiewicz, Richards Layton & Finger, P.A., about Caremark
8. Hon. E. Norman Veasey, Gordon, Fournaris & Mammarella, P.A., interviewed by Edward McNally, Morris James LLP, about DGCL § 102(b)(7) and by Gregory Williams, Richards, Layton & Finger, P.A., about Disney
9. Gregory Williams and Anne Foster, Richards, Layton & Finger, P.A., discuss Disney with David McBride, Young Conaway Stargatt & Taylor, LLP. Lawrence Hamermesh, University of Pennsylvania Law School, is in the background.
pictured right
ASSOCIATE FACULTY
1 David Abrams
2 Tom Baker
3 Howard F. Chang
4 Cary Coglianese
5 Jonah B. Gelbach
6 Vincent Glode
7 Itay Goldstein
8 Richard J. Herring
9 David Hoffman
10 Robert W. Holthausen
11 Robert P. Inman
12 Richard E. Kihlstrom
13 Jonathan Klick
14 Michael S. Knoll
15 George Mailath
16 Charles W. Mooney, Jr.
17 David K. Musto
18 Gideon Parchomovsky
19 Andrew Postlewaite
20 Michael R. Roberts
21 Reed Shuldiner
22 David A. Skeel, Jr.
23 Lucian Taylor 24 Susan M. Wachter 25 Amy L. Wax 26 Bilge Yilmaz
ASSOCIATE FACULTY
David S. Abrams
Professor of Law, Business Economics and Public Policy
David Abrams is Professor of Law, Business Economics and Public Policy at the University of Pennsylvania Law School and the Wharton School. He joined the Penn faculty in 2008 after serving as the Olin Fellow in Law and Economics at the University of Chicago. He earned his Ph.D. in Economics from the Massachusetts Institute of Technology in 2006, his Master’s in Physics from Stanford in 2001 and his Bachelor’s in Physics from Harvard in 1998. He is a Board Member and past-President of the Society of Empirical Legal Studies, and former chair of the Law and Economics section of the American Association of Law Schools. His research interests include Intellectual Property, Corporate Finance, Health Economics and the Law and Economics of Crime. Prior to his academic career, Professor Abrams worked as a trader and quantitative analyst at D. E. Shaw and Co.
Tom Baker
William Maul Measey Professor of Law and Health Sciences
Tom Baker's 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 to 1989. 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; Director, Penn Program on Regulation
Cary 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 serves as the chair of the rulemaking committee of the Administrative Conference of the United States, a member of the National Academies of Sciences’ committee on performance-based safety regulation, and the Aspen Institute Dialogue on Energy Governance. 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 The Regulatory Review, a daily publication of regulatory analysis and commentary. 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. Previously he served as the Associate Dean and then Deputy Dean for Academic Affairs at Penn Law.
Jill E. 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, Georgetown University Law Center, and UC Berkeley Law School. 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. Professor Fisch is a director of the European Corporate Governance Institute.
Jonah Gelbach Professor of Law
Jonah B. Gelbach joined the Penn faculty in 2013, having previously been on the permanent economics faculty at the University of Maryland for nine years (1998-2007) and the University of Arizona for three (2007-2010). He received his J.D. from the Yale Law School in 2013, his Ph.D. in economics from MIT in 1998, and his B.A. from the University of Massachusetts at Amherst in 1993. His interests in law teaching and scholarship include civil procedure, evidence, statutory interpretation and legislation, law and economics, event study methodology, applied statistical methodology and econometrics, and applied microeconomics. He has taught students at the J.D., Ph.D., M.B.A., and undergraduate levels.
He is Co-Editor of the Journal of Law, Economics, & Organization, and his scholarship has appeared in numerous journals, including the Stanford Law Review, the Yale Law Journal, the University of Chicago Law Review, the University of Pennsylvania Law Review, the Texas Law Review, the American Economic Review, the Journal of Political Economy, the Review of Economics and Statistics, the American Law and Economics Review, the Journal of Labor Economics, and the Journal of Public Economics.
He has also served as a consultant for the Administrative Conference of the United States related to Social Security disability appeals to the federal courts and for a United States District Court related to the design of the juror selection process.
Vincent Glode
Associate Professor of Finance, The Wharton School
Vincent Glode joined the Finance Department at the Wharton School in July 2009 after earning his Ph.D. in finance from Carnegie Mellon University. His research is mainly theoretical and studies how financial intermediaries create and allocate surplus in the economy. His papers have been published in leading academic journals such as the American Economic Review, the Journal of Finance, the Journal of Financial Economics, and the Review of Financial Studies. At Wharton, Professor Glode teaches Corporate Valuation at the
undergraduate and MBA levels. He has won an Excellence in Undergraduate Teaching Award and has been finalist for the Anvil award for Outstanding MBA teaching. He is an elected board member of the Finance Theory Group and a CFA charterholder.
Itay Goldstein
Professor of Finance, The Wharton School
Itay Goldstein is the Joel S. Ehrenkranz Family Professor in the Finance Department at the Wharton School of the University of Pennsylvania. He is also the coordinator of the Ph.D. program in Finance. He holds a secondary appointment as a Professor of Economics at the University of Pennsylvania. He has been on the faculty of the Wharton School since 2004. Professor Goldstein earned his Ph.D. in Economics in 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 top academic journals, including the American Economic Review, the Journal of Finance, the Journal of Financial Economics, the Review of Economic Studies, and the Review of Financial Studies. His research has also been featured in the popular press in the Economist, Wall Street Journal, Financial Times, Bloomberg, Forbes, National Public Radio, and others.
Professor Goldstein is an editor of the Review of Financial Studies. He has been an editor of the Finance Department in Management Science and an editor of the Journal of Financial Intermediation. He has served as an academic advisor at the Federal Reserve Banks of New York, Philadelphia, and Richmond, the Bank of Canada, and the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group. He has taught various undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein has served on the faculty of Duke University’s Fuqua School of Business. He had also worked in the research department of the bank of Israel.
Lawrence Hamermesh
Executive Director, Institute for Law & Economics, and Professor Emeritus, Widener University Delaware Law School (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 Delaware Law School in 1994, where he served as the Ruby R. Vale Professor of Corporate and Business Law from 2005-2017, teaching and writing 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. Since 2013, he has been the Reporter for the American Bar Association Business Law Section’s
ASSOCIATE FACULTY
Corporate Laws Committee, 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 the Music School of 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 the 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 Ph.D. 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.
David Hoffman Professor of Law
Dave Hoffman joined the Penn faculty in 2017, having previously been the Murray H. Shusterman Professor of Transactional and Business Law at Temple University for twelve years (2004-2016). He received his J.D. from Harvard Law School in 2001 and his B.A. from Yale College in 1998.
Hoffman’s scholarship uses observational and experimental data to explore individuals' behavior relating to legal rules. His recent work on contract, for example, investigated whether millennials have developed a distinctive set of views about promising turning on their experiences with online commercial transactions. In other papers — written jointly with a multidisciplinary team based at Yale Law School — he has shown how the perceived benefits and risks of political demonstrations are contingent on people’s values and such deeply rooted perceptions influence judgments of fact in civil rights cases. In other projects, Hoffman has explored the dispute resolution system using data from court dockets, with a focus on corporate veil piercing law. His work has appeared in the Harvard Law Review, Stanford Law Review, New York University Law Review, Chicago Law Review, and many other leading journals.
Before joining the legal academy, Hoffman was a litigation associate at Cravath, Swaine & Moore LLP in New York City and a law clerk for Judge Norma L. Shapiro of the Eastern District of Pennsylvania.
Robert W. Holthausen
The Nomura Securities Company Professor of Accounting and Finance, The Wharton School
Professor Holthausen earned his Ph.D. and his M.B.A. at the University of Rochester. He joined 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. 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. He is also the author of a detailed book on valuation entitled Corporate Valuation: Theory, Evidence and Practice.
Robert P. Inman
Richard King Mellon Professor of Finance, Professor of Business Economics 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 previously served as Chair of the Finance Department from 1988 to 1994. 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
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 served on the Council of the Econometric Society 2013-2015 and on the Council of the Game Theory Society 2005-2011, and is one of the founders of the journal Theoretical Economics. He has been a member of the Executive and Supervisory Committee of CERGE-EI, Prague, Czech Republic, since 2013. He is currently editor of Theoretical Economics, and 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 was 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 former Director of the American College of Bankruptcy and a Director of the International Insolvency Institute. He 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. Currently he serves as a member of the U.S. delegation for the Cape Town Convention Mining, Agricultural and Construction Equipment Protocol. His current research centers on intermediated securities, sovereign debt restructuring, harmonized choice-of-law rules, and secured transactions.
ASSOCIATE FACULTY
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
Robert G. Fuller, Jr. 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 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
William H. Lawrence Professor of Finance, The Wharton School
In addition to his position at the Wharton School, Michael R. Roberts is 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 research spans corporate finance, banking, and asset pricing. Recent work has examined issues at the intersection of macroeconomics and finance including the role of government borrowing in affecting the supply of credit to and investment behavior of corporations. His research has received several awards including two Brattle Prizes for Distinguished Paper published in the Journal of Finance, a Jensen Prize for best paper on Corporate Finance and Organizations published in the Journal of Financial Economics, and Best Paper awards from the Financial Management Association, Southwestern Finance Association, and Rodney L. White Center for Financial Research. Professor Roberts has served on numerous journal editorial boards, including the Journal of Finance of which he was a co-editor.
In addition to his research, Professor Roberts has earned many teaching awards. At the Wharton School, his accolades include the David W. Hauk Award, three Excellence in Teaching awards, and multiple nominations for the Helen Kardon Moss Anvil Teaching Award. While at Duke University, he 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. Outside of academia, Professor Roberts has worked as a financial engineer and consultant, providing service to many financial and nonfinancial corporations.
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.
Lucian (Luke) Taylor
Associate Professor of Finance, The Wharton School
Lucian (Luke) Taylor earned his AB from Princeton University and MBA and PhD in Finance from the University of Chicago Booth School of Business.
Professor Taylor ’s primary areas of research are empirical corporate finance and asset management. His research focuses on two main themes: structural estimation in corporate finance, and understanding the skill of important financial actors like CEOs and active fund managers. His articles have appeared in the Journal of Finance, Journal of Financial Economics, Review of Financial Studies, as well as nonacademic outlets such as the Wall Street Journal, CNN Money, and Forbes. His research has received the Fama/DFA Prize for best paper in the Journal of Financial Economics, Rothschild Caesarea Center Best Paper Award, Marshall Blume Prize, Jacobs Levy Prize, and the NASDAQ Award. Professor Taylor is an associate editor at the Journal of Financial Economics and Review of Finance Since joining Wharton, Professor Taylor has taught Venture Capital and the Finance of Innovation (FNCE 250/750) to undergraduate, MBA, and executive MBA students.
Michael L. Wachter
William B. and Mary Barb 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
Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Professor of City and Regional Planning, Penn Design; Co-Director, Penn 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 150 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
Wharton Private Equity Professor, Professor of Finance, The Wharton School
Prior to his current appointment, Bilge Yılmaz 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 Bo˘gaziçi University, and his Ph.D. in Economics from Princeton University. His research focuses on corporate finance, political economy and game theory. Recently, he has written articles on corporate governance, credit rating agencies, hedge funds, private equity, security design, short-selling constraints, corporate bankruptcy, predatory lending and strategic voting.
PUBLICATIONS AND PAPERS
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 ile@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.
David Abrams, Professor of Law, Business Economics, and Public Policy
The Law and Economics of Stop-and-Frisk, 46 L oy. L. Rev 369 (2014).
Poisoning the Next Apple? How the America Invents Act Harms Inventors (with R. P. Wagner), 65 Stan . L. Rev 517 (2013).
The Imprisoner’s Dilemma: A Cost-Benefit Approach to Incarceration, 98 I owa L. Rev 905 (2013).
Putting the Trial Penalty on Trial, 51 Duq. L. Rev 777 (2013).
A Market for Justice: A First Empirical Look at Third Party Litigation Funding (with D. Chen), 15 J. BuS . L. 1075 (2013).
Tom Baker, William Maul Measey Professor of Law and Health Sciences
Liability Insurer Data as a Window on Lawyers’ Professional Liability (with R. Swedloff), 5 u.C. IRv Ine L. Rev 1273(2016).
For Third Enrollment Period, Marketplaces Expand Decision Support Tools to Assist Consumers (with C. Wong, D. Polsky, A. Jones, J. Weiner, & R. Town), 35 Hea Lt H a ff 680 (2016).
Everything’s Bigger in Texas except the Medmal Settlements (with E. Helland & J. Klick), 22 Conn . InS . L. J. 1 (2016).
Mandatory Rules and Default Rules in Insurance Contracts (with K. Logue), in L aw anD eConomICS of InSuRanCe, (D. Schwarcz ed. 2015).
William W. Bratton, Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics
The New Bond Workouts (with A. Levitin), 166 u. Pa . L. Rev ___ (forthcoming 2017).
Co RP o R ate fInan Ce: C a SeS anD m ateRI a LS (8th ed., Foundation Press 2016).
Hedge Fund Activism, Poison Pills, and the Jurisprudence of Threat (August 22, 2016), in tHe Co RP o R ate Cont R aC t In CH ang ng tImeS: IS t He L aw K eePIng uP? (W. Savitt, et al., forthcoming).
InSt I tut I ona L InveSto R aC t I v ISm: HeD ge funDS anD PRI vate equI ty eConomICS anD ReguL at I on (with J. McCahery), (Oxford University Press 2015).
Howard F. Chang, Earle Hepburn Professor of Law
L aw anD eConomICS of ImmI gR at on (Edward Elgar Publishing 2015).
An Empirical Analysis of Cost Recovery in Superfund Cases: Implications for Brownfields and Joint and Several Liability (with H. Sigman), 11:3 J. of emPIRIC a L L ega L StuD 477 (Sept. 2014).
Endogenous Decentralization in Federal Environmental Policies (with H. Sigman & L. Traub), 37 Int’L Rev. L. & eCon 1 (Mar. 2014).
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science aCHIev Ing ReguL ato Ry e xCeLL en Ce (Brookings Institution Press 2017).
The Emptiness of Decisional Limits: Reconceiving Presidential Control of the Administrative State, 69 a DmIn . L. Rev 43 (2017).
The Law of the Test: Performance-Based Regulation and Diesel Emissions Control (with J. Nash), 34 ya L e J. on Reg 33 (2017).
The Limits of Performance-Based Regulation, 50 u m ICH . J.L. Refo R m 525 (2017).
Agenda-Setting in the Regulatory State: Theory and Evidence (with D. Walters), 68 a DmIn . L. Rev 865 (2016).
Separation of Powers of Legitimacy: An Empirical Inquiry into Norms about Executive Power (with K. Firth), 164 u. Pa L. Rev 1869 (2016).
The Bounds of Executive Discretion in the Regulatory State (with C. Yoo), 164 u. Pa . L. Rev 1587 (2016).
Jill E. Fisch, Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics
Does Majority Voting Improve Board Accountability? (with S. Choi, M. Kahan & E. Rock), 83 u. CHI . L. Rev 1119 (2016).
The Knowledge Gap in Workplace Retirement Investing and the Role of Professional Advisors (with T. WilkinsonRyan & K. Firth), 66 D uK e L.J. 633 (2016).
Family Ties: Salman and the Scope of Insider Trading, 69 Stan . L. Rev o nLIne 46 (2016).
The New Governance and the Challenge of Litigation Bylaws, 81 B Roo K . L. Rev 1637 (2016).
How Corporate Governance is Made: The Case of the Golden Leash (with M.D. Cain, S.J. Griffith, & S. Davidoff Solomon), 164 u Pa . L. Rev 649 (2016).
Federal Securities Fraud Litigation as a Lawmaking Partnership, 93 wa SH u.L. Rev 453 (2015).
Jonah B. Gelbach, Professor of Law
The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Fisch & J. Klick), 96 tex . L. Rev ___ (forthcoming).
The Triangle of Law and The Role of Evidence in Class Action Litigation, 165 u Pa . L. Rev ___ (2017).
emPIRIC a L L aw anD eConomICS (with J. Klick), Oxford Handbook series (ed. F. Parisi, forthcoming).
The Law and Economics of Proportionality in Discovery (with B. Kobayashi), 50 ga . L. Rev 1093 (2016).
Material Facts in the Debate over Twombly and Iqbal, 68 Stan . L. Rev 369 (2016).
When Do Covariates Matter? And Which Ones, and How Much? 34 J. L a B eCon 509 (2016).
Vincent Glode, Associate Professor of Finance, The Wharton School
Compensating Financial Experts (with R. Lowery), 71:6 J. fIn 2782 (Dec. 2016).
Asymmetric Information and Intermediation Chains (with C. Opp), 106:9 a m eCon . Rev 2699 (Sept. 2016).
The Labor Market for Bankers and Regulators (with P. Bond), 27:9 Rev fIn StuD 2539 (Sept. 2014).
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Feedback Effects, Asymmetric Trading, and the Limits to Arbitrage (with A. Edmans & W. Jiang), 105:12 a meR eCon . Rev 3766 (Dec. 2015).
Government Intervention and Information Aggregation by Prices (with P. Bond), 70:6 J. fIn 2777 (Dec. 2015).
Information Diversity and Complementarities in Trading and Information Acquisition (with L. Yang), 70:4 J. fIn 1723 (Aug. 2015).
Speculation and Hedging in Segmented Markets (with Y. Li & L. Yang), 27:3 Rev fIn StuD 881 (Mar. 2014).
Lawrence A. Hamermesh, Executive Director, Institute for Law & Economics, and Professor Emeritus, Widener University Delaware Law School (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011)
Lyman Johnson’s Invaluable Contribution to Delaware Corporate Jurisprudence (with J. Jacobs), 74 wa SH. & L ee L. Rev 909 (2017).
The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation (with M. Wachter), 42 J. Co RP. L. 597 (2017).
A Most Adequate Response to Excessive Shareholder Litigation, 45 H ofSt R a L. Rev 147 (2016).
Consent in Corporate Law, 70 BuS . L aw 161 (Winter 2014/2015).
Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center
Shadowing Capital Regulation: 1986-2015, in fInan CI a L ReguL at I on: eSSayS In H ono R of geo Rge K aufman , World Scientific (forthcoming 2017).
The Corporate Complexity of Global, Systemically Important Banks (with J. Carmassi), 49:2-3 J. fIn . SeRv. ReS 175 (June 2016).
Less Really Can Be More: Why Simplicity & Comparability Should be Regulatory Objectives, 44:1 at L eCon . J. 33 (Mar. 2016).
Playing for Time: the Fed’s Attempt to Manage the Crisis as a Liquidity Problem (with R. Eisenbeis), 7:1 J. fIn eCon . Po L 68 (2015).
Complexity and systemic risk: what's changed since the crisis? (with J. Carmassi), in o xfo RD HanDB oo K of BanKIng , edited by A.N. Berger, P. Molyneux & J.O.S Wilson, 2nd ed. (2015).
David Hoffman, Professor of Law
From Promise to Form: How Contracting Online Changes Consumers, 91:6 n y u. L. Rev 1595 (Dec. 2016).
Contract Consideration and Behavior (with Z. Eigen), 85 geo wa SH . L. Rev 351 (2017).
“Ideology” or “Situation Sense”? An Experimental Investigation of Motivated Reasoning and Professional Judgment (with D. Kahan, D. Evans, N. Devins, E. Lucci & K. Cheng), 164 u. Pa . L. Rev 349 (2016).
The Common Sense of Contract Formation (with T. Wilkinson-Ryan), 67 Stan . L. Rev 1269 (2015).
Whither Bespoke Procedure?, 2014 u. ILL . L. Rev 389 (2014).
Empirical Analysis of Data Breach Litigation (with S. Romanosky & A. Acquisti), 11 J. emPIRIC a L L eg . StuD 74 (2014).
Robert W. Holthausen, The Nomura Securities Company Professor and Ernst and Young Professor, Professor of Accounting and Finance, The Wharton School Co RP o R ate va Luat I on: tHeo Ry, ev IDen Ce anD PR aC t ICe (with M. Zmijewski), Cambridge Business Publishers (2014).
Valuation with Market Multiples: How to Avoid Pitfalls When Identifying and Using Comparable Companies, 24:3 J. a PP. Co RP f n 26 (Sept. 2012).
Pitfalls in Levering and Unlevering Beta and Cost of Capital Estimates in DCF Valuations, 24:3 J. a PP. Co RP fIn 60 (Sept. 2012).
Robert P. Inman, Richard King Mellon Professor of Finance; Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School
Federal Institutions and the Democratic Transition: Learning from South Africa, 28:4 J.L. eCon . & o Rg (2011).
How Should Suburbs Help Their Central Cities? Growth and Welfare Enhancing Intra-Metropolitan Fiscal Distributions, 626
a nna LS a m aC a D. Po L . & S o C . S CI 39 (2009).
m a KIng CI t IeS wo RK: PRo SPeC t S anD Po LICIeS fo R uRBan a meRIC a , Princeton University Press (2009).
Jonathan Klick, Professor of Law
tHe L aw anD eConomICS of feDeR a LISm , ed. (Edward Elgar Publishing 2017).
The Value of the Right to Exclude: An Empirical Assessment (with G. Parchomovsky), 165 u. Pa . L. Rev 917 (2016).
Reducing False Guilty Pleas and Wrongful Convictions Through Exoneree Compensation (with M. Mungan), 59 J.L. & eCon 173 (2016).
Everything’s Bigger in Texas: Except Medmal Settlements (with E. Helland & T. Baker), 22 Conn . InS . L.J. 1 (2016).
Identifying Criminals’ Risk Preferences (with M. Mungan), 91 InD. L. J. 791 (2016).
The Developmental Effect of State Alcohol Prohibitions at the Turn of the 20th Century (with M. Evans, E. Helland, & Ashwin Patel), 54 eCon . InquIRy 762 (2016).
Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy
Taxation, Competitiveness, and Inversions: A Response to Kleinbard, 155 tax n oteS 619 (2017).
The Economic Foundation of the Dormant Commerce Clause (with R. Mason), 103 va L. Rev 309 (2017).
Prejudgment Interest (with J. Colon), chapter 16 in L I t I gat I on SeRv ICeS HanDB oo K (6th ed. 2017).
The Economic Foundation of the Dormant Commerce Clause (with R. Mason), 103 va L. Rev (forthcoming 2017).
How the Massachusetts Supreme Judicial Court Should Interpret Wynne (with R. Mason), 78 State tax n oteS 921 (2015).
Wynne: It’s Not About Double Taxation (with R. Mason), 75 State tax n oteS 413 (2015).
George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Laws and Authority (with S. Morris & A. Postlewaite), 71:1 ReS eCon 32 (2017).
When and How the Punishment Must Fit the Crime (with V. Nocke & L. White), 58:2 Int’L eCon . Rev 315 (2017).
Premuneration Values and Investments in Matching Markets (with A. Postlewaite & L. Samuelson), eCon . J. (forthcoming).
Buying Locally (with A. Postlewaite & L. Samuelson), 57:4 Int’L eCon. Rev 1179 (2016).
Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law
Security Interests in Book-Entry Securities in Japan: Should Japanese Law Embrace Perfection by Control Agreement and Security Interests in Securities Accounts? (with K. Koens), 38 u. Pa . J. Int’L L. (forthcoming 2017).
A Framework for a Formal Sovereign Debt Restructuring Mechanism: The KISS (Keep it Simple, Stupid) Principle and Other Guiding Principles, 37 m ICH . J. Int’L L. 57 (2015).
The MAC Protocol: Some Comments and a Challenge, 4 C a Pe town Convent I on J. (2015).
SeCuRI ty InteReSt In PeRS ona L PRo PeR ty (with S.L. Harris), Foundation Press (6th ed. 2015).
The Cape Town Convention’s Improbablebut-Possible Progeny Part Two: Bilateral Investment Treaty-Like Enforcement Mechanism, 55 va . J. Int L L . 451 (2015).
The (Il)Legitimacy of Bankruptcies for the Benefit of Secured Creditors, 2015 u. ILL . L. Rev 735.
David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School What do Consumers’ Fund Flows Maximize? Evidence from their Brokers’ Incentives (with S. Christoffersen & R. Evans), 68:1 J. fIn 201 (Feb. 2013).
Gideon Parchomovsky, Robert G. Fuller Jr. Professor of Law
The Value of the Right to Exclude: An Empirical Assessment (with J. Klick), 165 u Pa . L. Rev 917 (2017).
The Dual-Grant Theory of Fair Use (with A. Bell), 83 u. CHI . L. Rev 1051 (2016).
Of Property and Information (with A. Bell), 113 Co Lum . L. Rev 237 (2016).
Equity's Unstated Domain: The Role of Equity in Shaping Copyright Law (with S. Balganesh), 163 u. Pa . L. Rev 1845 (2015).
Copyright Trust (with A. Bell), 100 Co RneLL L. Rev 1015 (2015).
The Green Option (with E. Stavang), 99 m nn . L. Rev 967 (2015)
Catalogs (with A. Stein), 115 Co Lum . L. Rev 165 (2015).
Structure and Value in the Common Law (with S. Balganesh), 163 u. Pa . L. Rev 1241 (2015).
Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School
Laws and Authority (with G. Mailath & S. Morris), 71:1 ReS eCon 32 (2017).
Economics: Between Prediction and Criticism (with I. Gilboa, L. Samuelson & D. Schmeidler), Int ' L eCon . Rev (forthcoming).
Memorable Consumption (with I. Gilboa & L. Samuelson), J. of eCon tH (forthcoming).
Optimism and Pessimism with Expected Utility (with D. Dillenberger & K. Rozen), J. of t He euR eCon a SS o C (forthcoming).
Premuneration Values and Investments in Matching Markets (with G. Mailath & L. Samuelson), eCon . J. (forthcoming).
Buying Locally (with A. Postlewaite & L. Samuelson), 57:4 Int L eCon. Rev 1179 (2016).
Michael R. Roberts, William H. Lawrence Professor of Finance, The Wharton School
This History of the Cross-Section of Stock Returns (with J. Linnainmaa), Rev fIn . StuD (forthcoming).
The Structure and Pricing of Debt Covenants (with M. Bradley), 5 q ua R teRLy J. of fIn 1 (2015).
A Century of Corporate Capital Structure: The Leveraging of Corporate America (with J. Graham & M. Leary), 118 J. fIn eCon 658 (2015).
Do Peer Firms Affect Corporate Capital Structure (with M. Leary), 69 J. fIn 139 (2014).
The Role of Dynamic Renegotiation and Asymmetric Information in Financial Contracting, 116 J. fIn eCon 61 (2014).
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law
The Empty Idea of ‘Equality of Creditors’, u Pa . L. Rev (forthcoming, 2017).
The Bylaw Puzzle in Delaware Corporate Law, 72 BuS . L aw 1 (2016/2017).
Governmental Intervention in an Economic Crisis (with R. Rasmussen), 19 u. Pa . J. BuS L. 7 (2016).
Governance Reform and the Judicial Role in Municipal Bankruptcy (with C. Gillette), 125 ya L e L.J. 1150 (2016).
Rediscovering Corporate Governance in Bankruptcy, 87 temP. L. Rev 1021 (2015).
Financing Systemically Important Financial Institutions in Bankruptcy, in m a KIng fa ILuRe fea SIBL e: H ow BanKRuP tC y Refo R m C an enD too B I g to fa IL ," (K. Scott, et al., eds., Hoover Institution Press 2015).
What is a Lien? Lessons from Municipal Bankruptcy, 2015 u. ILL . L. Rev 675 (Feb. 2015).
From Chrysler and General Motors to Detroit, 24 wIDeneR L.J. 121 (2015).
Lucian (Luke) Taylor, Associate Professor of Finance, The Wharton School
Do Funds Make More When They Trade More? (with L. Pastor & R. Stambaugh), J. fIn (forthcoming).
Intangible Capital and the Investment-q Relation (with R. Peters), 123 J. fIn eCon 251 (2017).
Scale and Skill in Active Management (with L. Pastor & R. Stambaugh), 116 J. f n eCon 23 (2015).
Dynamic Debt Runs and Financial Fragility: Evidence from the 2007 ABCP Crisis (with E. Schroth & G. Suarez), 112 J. fIn eCon 164 (2014).
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics
The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation (with L. Hamermesh), 42 J. Co RP. L. 597 (2017).
Bankers and Chancellors (with W. Bratton), 93 tex . L. Rev 1 (2014).
The Striking Success of the National Labor Relations Act, 37 ReguL at I on 20 (Spring 2014).
Susan M. Wachter, Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research
REIT Financing Choices: Preparation Matters (with A. Pavlov & E. Steiner), Rea L eSt eCon , forthcoming.
Homeownership and Nontraditional and Subprime Mortgages (with A. Acolin, X. An, & R. Bostic), 27:3 H ouSIng Po L ’ y D eBate 393 (June 2017).
Borrowing Constraints and Homeownership (with A. Acolin, J. Bricker, & P. Calem), 106:5 a meR eCon . Rev.: Pa PeRS anD PRo C 625 (May 2016).
Transparency in the Mortgage Market (with A. Pavlov & A. Zevelev), 49 J. fIn . SeRv ReS 265 (June 2016).
Second Liens and the Leverage Option (with A. Levitin), 68 vanD. L. Rev 1243 (Oct. 2015).
The Housing and Credit Bubbles in the United States and Europe: A Comparison, 47 J. m oney, CReDI t & BanKIng 37 (Mar./Apr., 2015).
Amy Wax, Robert Mundheim Professor of Law
Family and Household Economics, chapter 12, in the o xfo RD HanDB oo K of L aw anD eConomICS (Winter 2017).
Educating the Disadvantaged: Two Models, Ha Rv. J.L. & PuB . Po L ’ y (Fall 2017).
Educating the Disadvantaged, 32 nat’L a ff (Summer 2017).
The Poverty of the Neuroscience of Poverty: Policy Payoff or False Promise?, 57 JuRImet RICS 239 (2017).
On Not Dreaming of Affirmative Action, 17 u. Pa . J. ConSt. L. 757 (2015).
Bilge Yilmaz, Wharton Private Equity Professor, Professor of Finance, The Wharton School
Security Design in Initial Public Offerings (with A. Chakraborty & S. Gervais), 15:2 Rev f n 327 (2011).
Adverse Selection and Convertible Bonds (with A. Chakraborty), 78:1 Rev eCon . StuD 148 (2011).
Predatory Mortgage Lending (with P. Bond & D. Musto), 94 J. fIn eCon 412 (2009).
ILE INVESTORS 2016–2017
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 I. Cogut and Simpson
Thacher & Bartlett LLP
Robert L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
Sullivan & Cromwell LLP
Sponsors
$10,000 to $24,999
Apollo Global Management, LLC
AQR Capital Management, LLC
Ashe Capital Management
Bernstein Litowitz Berger & Grossmann LLP
Martin J. Bienenstock
Cadwalader, Wickersham & Taft LLP
Cleary Gottlieb Steen & Hamilton LLP
Cravath, Swaine & Moore LLP
Credit Suisse
Debevoise & Plimpton LLP
Dechert LLP
Delaware Department of State
E. I. du Pont de Nemours and Company
Evercore
John G. Finley
FMC Corporation
Joel E. Friedlander
Joseph D. Gatto
Gibson, Dunn & Crutcher LLP
Goldman, Sachs & Co.
Perry Golkin, Mrs. Donna O’Hara
Golkin, and The Perry and Donna Golkin Family Foundation
Leon C. Holt, Jr.
Hughes Hubbard & Reed LLP
Innisfree M&A Incorporated
Jennifer Muller
Sarkis Jebejian
Roy J. Katzovicz
Kirkland & Ellis LLP
Lazard
MacAndrews & Forbes Incorporated
MacKenzie Partners, Inc.
Merck & Co., Inc.
Millennium Management
Foundation
Morgan, Lewis & Bockius LLP
Morris, Nichols, Arsht & Tunnell LLP
Nelson Mullins Riley & Scarborough, LLP
Pershing Square Capital
Management, L.P
Potter Anderson & Corroon LLP
Allan N. Rauch
Richards, Layton & Finger, P.A.
Ropes & Gray LLP
Seyfarth Shaw LLP
Shearman & Sterling LLP
Sidley Austin LLP
Vanguard
Wachtell, Lipton, Rosen & Katz
White & Case LLP
Young Conaway Stargatt & Taylor, LLP
Members
$5,000 to $9,999
Myron J. Resnick
Kenneth W. Willman
Donors
$1,000 up to $4,999
John DiTomo
Christopher Foulds
Jeffrey M. Gorris
Edmund Kitch
James A. Ounsworth
Helen P. Pudlin
Donors
Up to $999
Mary J. Grendell Amgen Inc.
Institute for Law & Economics University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104–6204 215.898.7719, www.law.upenn.edu/ile/
September 2017
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
Lawrence A. Hamermesh, Executive Director 215.746.4576 lhamerme@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 crossdiscipline.
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.
