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 Bill Chandler, Dan Gallagher, Scott Luftglass, Mark Morton, Eric Swedenburg, Kristine Wellman, and Jennifer Zachary 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 world-renowned as a forum for substantive discussions of topical issues relevant to corporations and their legal and financial advisors, as well as jurists and academics. We also want to acknowledge the exceptional contributions of Larry Hamermesh, our Executive Director. Finally, we are very grateful for the outstanding efforts of Nadia Jannetta, our Managing Director, in making ILE run so effectively.
CHARLES “CASEY” COGUT
Simpson Thacher & Bartlett LLP
JOSEPH B. FRUMKIN
Sullivan & Cromwell LLP
September 2018
BOARD OF ADVISORS
Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA
Daniel H. Burch Chairman & CEO
MacKenzie Partners, Inc. New York, NY
John G.
Senior Managing Director and Chief Legal Officer
William D. Anderson, Jr. Senior Managing Director Evercore New York, NY
George A. Casey Shearman & Sterling LLP New York, NY
Stacy Fox Vice President and Assistant General Counsel
E. I. du Pont de Nemours and Company Wilmington, DE
B.
J.
LLP
Hon. William B. Chandler, III Vice Chancellor (1989-1997) and Chancellor (1997-2011), Delaware Court of Chancery Wilson Sonsini Goodrich & Rosati Wilmington, DE
Joel E. Friedlander Friedlander & Gorris, P.A. Wilmington, DE
Charles I. Cogut Co-Chair, beginning 2008 Simpson Thacher & Bartlett LLP New York, NY
Eric J. Friedman Executive Partner
Skadden, Arps, Slate, Meagher & Flom LLP New York, NY
Steven M. Cohen Executive Vice President, Chief Administrative Officer and General Counsel MacAndrews & Forbes Incorporated New York, NY
Robert L. Friedman Chair, 2001–2007 Senior Advisor
Marshall
Babson Seyfarth Shaw
New York, NY
Louis
Bevilacqua Cadwalader, Wickersham & Taft LLP New York, NY
Martin J. Bienenstock Proskauer Rose LLP New York, NY
Finley
The Blackstone Group L.P. New York, NY
The Blackstone Group L.P. New York, NY
BOARD OF ADVISORS
2008
William R. Harker Co-Founder and President Ashe Capital Management, LLC Old Tappan, NJ
B.
AQR Capital Management, LLC Greenwich, CT
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
Assistant to the Secretary of State Delaware Department of State Wilmington, DE
Joseph B. Frumkin Co-Chair, beginning
Sullivan & Cromwell LLP New York, NY
Daniel M. Gallagher Chief Legal Officer Mylan Canonsburg, PA
Brendan R. Kalb General Counsel
Joseph D. Gatto Perella Weinberg Partners New York, NY
Roy J. Katzovicz Chairman Saddle Point Group, LLC New York, NY
Eduardo Gallardo Gibson, Dunn & Crutcher LLP New York, NY
Cynthia
Kane Special
Perry Golkin Chief Executive Officer PPC Enterprises LLC New York, NY
Mark I. Greene Cravath, Swaine & Moore LLP New York, NY
Sarkis Jebejian Kirkland & Ellis LLP 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
Kenneth A. Lefkowitz Hughes Hubbard & Reed LLP New York, NY
Robert H. Mundheim Shearman & Sterling LLP New York, NY
Allan N. Rauch
Victor Lewkow Cleary Gottlieb Steen & Hamilton LLP New York, NY
James A. Ounsworth Managing Partner The S Consulting Group Philadelphia, PA
Anne Robinson Managing Director and General Counsel
Martin S. Lessner Young Conaway Stargatt & Taylor, LLP Wilmington, DE
G. Daniel O’Donnell Dechert LLP Philadelphia, PA
Myron J. Resnick Retired Senior Vice President and Chief Investment Officer Allstate Insurance Company Northbrook, IL
Simon M. Lorne Vice Chairman and Chief Legal Officer Millennium Management LLC New York, NY
Scott B. Luftglass Fried, Frank, Harris, Shriver & Jacobson LLP New York, NY
Mark A. Morton Potter Anderson & Corroon LLP Wilmington, DE
Morton A. Pierce White & Case LLP New York, NY
Jennifer Muller Managing Director Houlihan Lokey San Francisco, CA
Helen P. Pudlin Retired Executive Vice President and General Counsel
BOARD OF ADVISORS
Founding Managing Director Innisfree M&A Incorporated New York, NY
Joseph A.
Managing Director; M&A Advisory General Counsel Goldman, Sachs & Co.
Justice, Supreme Court of
Hon. Leo E. Strine, Jr. Chief Justice Delaware Supreme Court Wilmington, DE
M.
Associate General Counsel The Chemours Company Wilmington, DE
Eric M. Swedenburg Simpson Thacher Bartlett LLP New York, NY
LLP Boston, MA
John J. Suydam Chief Legal Officer Apollo Global Management, LLC New York, NY
Andrea E.
Executive Vice President, General Counsel and Secretary FMC Corporation Philadelphia, PA
Jennifer Shotwell
Richard D. Smith Nelson Mullins Riley & Scarborough LLP New York, NY
David M. Silk Wachtell, Lipton, Rosen & Katz New York, NY
Utecht
Stern
Peter L. Welsh Ropes & Gray
Jeffrey J. Rosen Debevoise & Plimpton LLP New York, NY
Gregory P. Williams Richards, Layton & Finger, P.A. Wilmington, DE
Jennifer Zachary Executive Vice President and General Counsel Merck & Co., Inc. Kenilworth, NJ
James Rossman Managing Director Lazard Freres New York, NY
MESSAGE FROM THE DEAN
For more than thirty years, the Institute for Law and Economics has successfully demonstrated the benefits of cross-disciplinary perspectives.
ILE’s cross-disciplinary programming is a model for bridge-building between disciplines and for creating ties among schools, faculty members, students, and 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 bringing the right people—judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—together generates important and original insights.
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 appraisal, passive investing, enhanced scrutiny, and buy-side deal protections.
We are proud of the generous support the Institute receives from the many corporations, law firms, investment banks and other contributors who understand the importance of what we do and the unique position the Institute holds. Most 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.
We owe a particular debt of gratitude to ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, 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 drawing on their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership.
I 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, the Executive Director, and Nadia Jannetta, the Managing Director. 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 2018
MESSAGE FROM THE DIRECTORS
The Institute for Law and Economics hosts programs that provide a venue for high level conversations about important and timely issues in corporate law and business among practitioners, lawmakers, and academics. In doing so, the Institute has forged a unique bridge between academia and practice.
This year’s Corporate Roundtables continued that approach. The Fall Roundtable focused on appraisal. The first paper addressed the potential effect on the merger negotiation process of applying a presumption in appraisal proceedings that the deal price reflects fair value. The second paper addressed the appropriate methodology for evaluating the significance of the deal price and determining deal synergies. The afternoon panelists discussed developments in practice in response to recent Delaware cases and legislative revisions to the appraisal statute. Our Spring Roundtable addressed the rise of so-called “passive investors.” The first paper explored the emerging role of passive investors and challenged claims that passive investors fail to participate knowledgeably in corporate governance. The second paper reported empirical evidence of information leakage associated with the appointment of an activist director to the board. The afternoon panel discussed the objectives of passive investor engagement and the procedures they have developed to monitor their portfolio companies.
Our public lecture series featured three engaging speakers. The fall Law and Entrepreneurship Lecture, presented by Penn Law alumnus William Koenig, President, Global Content and Media Distribution, NBA, addressed the evolution of sports on television and the emerging forms of content distribution. Penn Law alumnus Matt Apfel, Director, VR Video, Google, Inc., delivered our spring Law and Entrepreneurship lecture and spoke about the direction of augmented and virtual reality. Our Distinguished Jurist lecturer, Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery, explained the implementation of enhanced scrutiny by the Delaware courts in a variety of legal contexts.
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 Frank Partnoy, from UC Berkeley School of Law, presenting “The Misuse of Tobin’s Q.” In the spring, Anjan Thakor of Olin School of Business, Washington University in St. Louis, discussed ethics and talent in banking. In February, together with Wharton Finance and the Pollack Center for Law and Business at New York University, we hosted the annual Penn/NYU Law and Finance Conference. We also extended the reach of our academic programming geographically, co-sponsoring
a conference in Toulouse and hosting a program in San Francisco entitled “A West Coast Conversation: Liquidity, Valuation, and Capital and Governance Structure.”
Finally, we continue work on the Delaware Oral History Project. This project, in which many of our Board members are participating, is producing 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. We completed the first narrative documentary video (on Smith v. Van Gorkom) and recorded Delaware Chancellor Andre Bouchard’s interview of Martin Lipton at a celebration of notable anniversaries of the Court of Chancery and 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 developing 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 seven new board members this year: Bill Chandler, Dan Gallagher, Scott Luftglass, Mark Morton, Eric Swedenburg, Kristine Wellman, and Jennifer Zachary. Bill Chandler is at Wilson Sonsini Goodrich & Rosati. Dan Gallagher is at Mylan. Scott Luftglass is at Fried, Frank, Harris, Shriver & Jackson LLP. Mark Morton is the new representative from Potter Anderson & Corroon LLP. Eric Swedenburg is the new representative from Simpson Thacher & Bartlett LLP. Kristine Wellman is at The Chemours Company. Jennifer Zachary is the new representative from Merck. We acknowledge the departure of Steve Fraidin, Michael Holston, Don Wolfe and Chris Young 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; Saul A. Fox Distinguished Professor of Business 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, Managing Director, Institute for Law and Economics
September 2018
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's roundtables on corporate law, governance, and finance have engaged 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
Passive Investors
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Assaf Hamdani, Professor, Tel Aviv University School of Law
Steven Davidoff Solomon, Professor of Law, UC Berkeley School of Law
The increasing percentage of the modern capital markets owned by passive investors – index funds and ETFs – has received extensive media and academic attention. This growing ownership concentration, as well as the potential power of passive investors to affect both corporate governance and operational decisionmaking at their portfolio firms, has led some commentators to call for passive investors to be subject to increased regulation and even disenfranchisement.
These reactions fail to account for the institutional structure of passive investors and the market context in which they operate. Specifically, this literature assumes that passive investors compete primarily on cost and that, as a result, they lack incentives to engage meaningfully with their portfolio companies.
The authors respond to this failure by providing the first theoretical framework for passive investment and its implications for corporate governance. Their key insight is that, although index funds are locked into their investments, their investors are not. Like all mutual fund shareholders, investors in index funds can exit at any time by selling their shares and receiving the net asset value of their ownership interest. This exit option causes mutual funds – active and passive – to compete for investors both on price and performance. While the conventional view focuses on the competition between passive funds tracking the same index, their analysis suggests that passive funds also compete against active funds.
Passive fund sponsors therefore have an incentive to take measures to neutralize the comparative advantage enjoyed by active funds, that is, their ability to use their investment discretion to generate alpha. Because they cannot compete by exiting underperforming companies, passive investors must compete by using “voice” to prevent asset outflow.
The authors show that passive investors behave in accordance with this theory –their engagement with portfolio firms continues to grow, and they are devoting increasing resources to that engagement. Passive investors also exploit their comparative advantages – their size, breadth of portfolio and resulting economies of scale – to focus on improving corporate governance, efforts that reduce the underperformance and mispricing of portfolio companies. Passive investors thus seek to reduce the relative advantage that active funds gain through their ability to trade.
The authors conclude by exploring the overall implications of the rise of passive investment. Significantly, although existing critiques of passive investors are unfounded, the rise of passive investing has the potential to raise concerns about ownership concentration, conflicts of interest and corporate law’s traditional deference to shareholders.
Activist
Directors and Agency Costs: What Happens When an Activist Director Goes on the Board
John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School
Robert J. Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission
Joshua Mitts, Associate Professor of Law, Columbia Law School
Robert Bishop, Clerk, Chambers of Hon. Tamika Montgomery-Reeves, Delaware Court of Chancery
The authors develop and apply a new and more rigorous methodology by which to measure and understand both insider trading and the agency costs of hedge fund activism. They use quantitative data to show a systematic relationship between the appointment of a hedge fund nominated director to a corporate board and an increase in informed trading in that corporation’s stock (with the relationship being most pronounced when the fund’s slate of directors includes a hedge fund employee). This finding is important from two different perspectives. First, from a governance perspective, activist hedge funds represent a new and potent force in corporate governance. A robust debate continues as to whether activist funds reduce the agency costs of corporate governance, but this is the first attempt to investigate whether the activist hedge fund also imposes new agency costs through widened bid/ask spreads and informed trading. Second, although insider trading is almost universally condemned, it has only been studied in individual cases. The authors, using instead a quantitative approach, develop a tool that enables regulators (civil and criminal) to identify suspicious trading patterns. Toward both ends—the demonstration of suspicious trading patterns and the mapping of new agency costs—the authors assemble a data set of 475 settlement agreements entered into between 2000 and 2015 between target companies and activist funds relating to the appointment of fund nominated directors. The data set facilitates focus on what happens once such a fund-nominated director goes on the board.
MAY
4, 2018
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
Passive Investors
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Assaf Hamdani, Professor, Tel Aviv University School of Law
Steven Davidoff Solomon, Professor of Law, UC Berkeley School of Law
commentators
Roy Katzovicz, Chairman, Saddle Point Group, LLC
Edward B. Rock, Martin Lipton Professor of Law, New York University School of Law
Activist Directors and Agency Costs: What Happens When an Activist Director Goes on the Board
John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School
Robert J. Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission
Joshua Mitts, Associate Professor of Law, Columbia Law School
Robert Bishop, Clerk, Chambers of Hon. Tamika Montgomery-Reeves, Delaware Court of Chancery
commentators
Stephen Fraidin, Vice Chairman, Pershing Square Capital Management, L.P.
Alon Brav, Robert L. Dickens Professor of Finance, The Fuqua School of Business, Duke University
Afternoon Session
Passive Investing
moderators
Jill E. Fisch, Perry Golkin 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. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
Glen Booraem, Principal and Fund Treasurer, Vanguard
Matthew Mallow, Vice Chairman, BlackRock, Inc.
Larry W. Miller, Managing Director, Innisfree M&A Incorporated
Sebastian Niles, Wachtell, Lipton, Rosen & Katz
Charles Penner, Partner and Chief Legal Officer, JANA Partners LLC
1 Front row: Charles Penner, JANA Partners LLC; Larry Miller, Innisfree M&A Incorporated; Matthew Mallow, BlackRock, Inc.; Eduardo Gallardo, Gibson, Dunn & Crucher LLP; Second row: Richard De Rose, Houlihan Lokey; Robert Rasmussen, USC Gould School of Law; Roy Katzovicz, Saddle Point Group; Edward Rock, NYU School of Law; Back row: Verity Winship, University of Illinois College of Law; Tom Lin, Temple University Beasley School of Law; Robert Miller, The University of Iowa College of Law; Richard Booth, Villanova University, Charles Widger School of Law.
2 James Rossman, Lazard Freres.
3 Stephen Fraidin, Pershing Square Capital Management, L.P.
4 Roy Katzovicz, Saddle Point Group, LLC.
5 Steven Davidoff Solomon, UC Berkeley School of Law.
6 Front row: Joshua Mitts, Columbia Law School; Robert Bishop, Delaware Court of Chancery; Elizabeth Pollman, Loyola Law School Los Angeles; Holger Spamann, Harvard Law School; Henry Hu, The University of Texas Law School.
7 Roy Katzovicz, Saddle Point Group, LLC; Joshua Mitts, Columbia Law School.
8 Front row: Hon. Jack Jacobs, Sidley Austin; Charles Cogut, Simpson Thacher & Bartlett LLP; Back row: Brian Broughman, Indiana University Maurer School of Law.
9 Roberta Romano, Yale Law School; Joel Friedlander, Friedlander & Gorris, P.A.; Back row: Matthew Jennejohn, BYU Law School; Anne Tucker, Georgia State University School of Law; Donna Nagy, Indiana University Maurer School of Law.
10 Front row: James Rossman, Lazard Freres; Charles Cogut, Simpson Thacher & Bartlett LLP; Hon. Leo Strine, Delaware Supreme Court; Sabastian Niles, Wachtell Lipton Rosen & Katz; Glenn Booraem, Vanguard; Second row: Alon Brav, The Fuqua School of Business, Duke University; Stephen Fraidin, Pershing Square Capital Management, L.P.; Roberta Romano, Yale Law School; Joel Friedlander, Friedlander & Gorris, P.A.; Dan Gallagher, Mylan; Back row: Harwell Wells, Temple University Beasley School of Law; Dorothy Shapiro Lund, The University of Chicago Law School; Matthew Jennejohn, BYU Law School; Anne Tucker, Georgia State University School of Law; Donna Nagy, Indiana University Maurer School of Law.
CORPORATE ROUNDTABLE
Appraising the “Merger Price” Appraisal Rule
Albert Choi, Professor of Law, University of Virginia Law School
Eric L. Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia University Law School
This paper develops an auction design framework to study how best to measure “fair value” in post-merger appraisal proceedings. The authors’ inquiry spotlights an approach recently embraced by some courts benchmarking fair value against the merger price itself. They show that ex ante commitment to a “Merger Price” (MP) rule tends to depress both acquisition prices and target shareholders’ expected welfare relative to both the optimal appraisal policy and other plausible alternatives. They demonstrate the MP rule is strategically equivalent to nullifying appraisal rights altogether. Although the MP rule may be warranted in certain circumstances, their analysis suggests that such conditions are not categorical, and consequently the rule should be employed with caution. Their results are robust to settings where courts may err in applying conventional valuation metrics (such as discounted cash flow analysis), and they demonstrate why conventional approaches generate outcomes that skew well above the deal price—an equilibrium phenomenon that stems from strategic behavior (and not an institutional deficiency). Finally, their analysis facilitates a better understanding of the efficiency implications of recent reforms allowing “medium-form” mergers, as well as an assortment of (colorfully named) contractual terms, such as blow provisions, drag-alongs, and “naked no-vote” fees.
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies
Lawrence A. Hamermesh, Executive Director, University of Pennsylvania Law School
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School
This article examines the evolution of Delaware appraisal litigation and concludes that recent precedents have created a satisfactory framework in which the remedy is most effective in the case of transactions where there is the greatest reason to question the efficacy of the market for corporate control, and vice versa. The authors suggest that, in effect, the developing framework invites the courts to accept the deal price as the proper measure of fair value, not because of any presumption that would operate in the absence of proof, but where the proponent of the transaction affirmatively demonstrates that the transaction would survive judicial review under the enhanced scrutiny standard applicable to fiduciary duty-based challenges to sales of corporate control. They also suggest, however, that the courts and expert witnesses should and are likely to refine the manner in which elements of value (synergies) should, as a matter of wellestablished law, be deducted from the deal price to arrive at an appropriate estimate of fair value.
DECEMBER 15, 2017
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
Appraising the “Merger Price” Appraisal Rule
Albert Choi, Professor of Law, University of Virginia Law School
Eric L. Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia University Law School
commentators
Bilge Yilmaz, Wharton Private Equity Professor, Professor of Finance, The Wharton School
William D. Savitt, Wachtell, Lipton, Rosen & Katz
Finding the Right Balance in Appraisal Litigation:
Deal Price, Deal Process, and Synergies
Lawrence A. Hamermesh, Executive Director, 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
Robert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law
Albert Garner, Vice Chairman, US Investment Banking, Lazard Frères & Co. LLC
Afternoon Session
Appraisal
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. Samuel Glasscock, Vice Chancellor, Delaware Court of Chancery
David J. Margules, Ballard Spahr LLP
Minor Myers, Professor of Law, Brooklyn Law School
Martin S. Lessner, Young Conaway Stargatt & Taylor, LLP
Jennifer Muller, Managing Director, Houlihan Lokey
Peter L. Welsh, Ropes & Gray LLP
1 Front row: Hon. Sam Glasscock, Delaware Court of Chancery; Jennifer Muller, Houlihan Lokey; Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Second row: Bilge Yilmaz, The Wharton School; John Hughes, Sidley Austin; Robert Saunders, Skadden, Arps, Slate, Meagher & Flom LLP; Back row: David Zaring, The Wharton School; Robert Miller, The University of Iowa College of Law; Summer Kim, UC Irvine School of Law.
2 Michael Wachter, University of Pennsylvania Law School; Lawrence Hamermesh, University of Pennsylvania Law School.
3 David Silk, Wachtell, Lipton, Rosen & Katz.
4 William Savitt, Wachtell, Lipton, Rosen & Katz.
5 Albert Garner, Lazard Freres; Bilge Yilmaz, The Wharton School.
6 Albert Choi, University of Virginia Law School, Eric Talley, Columbia University Law School; Back row: Francesco De Prospero, Covington & Burling LLP.
7 Front row: Minor Myers, Brooklyn Law School; David Margules, Ballard Spahr LLP; Peter Welsh, Ropes & Gray LLP; Hon. Collins Seitz, Delaware Supreme Court; Second row: Roberta Romano, Yale Law School; Albert Choi, University of Virginia Law School; Eric Talley, Columbia University Law School; Robert Thompson, Georgetown Law School; Holger Spamann, Harvard Law School; Back row: Donna Nagy, Indiana University Maurer School of Law; Frederick Tung, Boston University School of Law; Sarath Sanga, Northwestern University Pritzker School of Law; Jeremiah Williams, Ropes & Gray LLP; Mark Cianci, Ropes & Gray LLP; Christopher Quinn, Friedlander & Gorris, P.A.
CORPORATE ROUNDTABLE
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
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
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
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: 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.
2 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.
3 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.
4 Daniel Burch, MacKenzie Partners, Inc.
5 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.
CALIFORNIA PROGRAM
MARCH
28, 2018
SAN FRANCISCO
A West Coast Conversation: Liquidity, Valuation, and Capital and Governance Structure
This program was designed to focus attention on the distinctive attributes of West Coast business law practice and to highlight commonalities and differences between the West Coast approach and traditional treatment of these issues in New York and Delaware. The panels highlighted three key issues of concern: valuation, liquidity and capital and governance structure. This program followed the Institute’s Corporate Roundtable format. The only attendees were the invited participants, and discussions were off-the-record, providing a forum for the candid assessment of the targeted issues
Panel I - Capital and Governance Structure
moderator
William W. Bratton, University of Pennsylvania Law School
panelists
Todd Hamblet, AGC, Global Corporate and M&A, Uber Technologies, Inc.
Thomas Ivey, Skadden, Arps, Meagher, & Flom, LLP
Katie Martin, Wilson, Sonsini, Goodrich & Rosati
Jung Min, Partner, Goldman Sachs
Phuong Phillips, Chief Legal Officer, Zynga
Panel II – Liquidity
moderator
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
panelists
Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Gregory Brogger, Founder, Chairman and CEO, SharesPost, Inc.
Scott Kupor, Managing Partner, Andreessen Horowitz
Sarah Payne, Sullivan & Cromwell, LLP
Amy Simmerman, Wilson Sonsini Goodrich & Rosati
Panel III – Valuation
moderator
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
panelists
Jeremiah Gordon, General Counsel, Capital G
Julie Levenson, Partner, La Honda Advisors
Jonathan Layne, Gibson, Dunn & Crutcher LLP
Jennifer Muller, Managing Director, Houlihan Lokey
1 Jeremiah Gordon, Capital G.
2 Katie Martin, Wilson Sonsini Goodrich & Rosati.
3 Hon. J. Travis Laster, Delaware Court of Chancery; Jill Fisch, University of Pennsylvania Law School; William Bratton, University of Pennsylvania Law School.
4 Gregory Brogger, SharesPost, Inc.
5 Scott Kupor, Andreesen Horowitz.
6 Julie Levenson, La Honda Advisors.
7 Jennifer Muller, Houlihan Lokey.
8 Amy Simmerman, Wilson Sonsini Goodrich & Rosati.
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
APRIL
3, 2018
Buy-Side Deal Protections: What is the Current State of the Art and When and Why Do They Matter?
Drawing on the experience of accomplished investment bankers and lawyers in the field of mergers and acquisitions, this program addressed the state of the art in the content, format and frequency of use of merger provisions designed to protect the deal. Panelists discussed how the nature of the buyer and the industry might affect the scope of such provisions, and the circumstances in which competing bids are (or are not) likely to occur. The panel also examined which deal protection measures are most effective in limiting competing bids. Prompted by inquiries from the audience, the panelists discussed the role and management of regulatory risk (particularly antitrust and CFIUS) affecting corporate takeovers.
moderator
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
panelists
Gary S. Barancik, Partner, Parella Weinberg Partners
Michael Carr, Co-head, Mergers & Acquisitions, Goldman Sachs & Co.
Joseph B. Frumkin, Sullivan & Cromwell LLP
Faiza J. Saeed, Cravath, Swaine & Moore LLP
1 Front row: Michael Wachter, University of Pennsylvania Law School; Steven Cohen, MacAndrews & Forbes Incorporated; Second row: George Casey, Shearman & Sterling LLP.
2 Front row: Daniel Burch, MacKenzie Partners, Inc.; Charles Cogut, Simpson Thacher & Bartlett LLP; Second row: Dennis Berman, Lazard Freres; Jenny Hochenberg, Cravath Swaine & Moore LLP.
3 Front row: Joseph Stern, Goldman Sachs; Victor Lewkow, Cleary Gottlieb Steen & Hamilton LLP; Dennis Berman, Lazard Freres.
4 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP.
CHANCERY COURT PROGRAMS
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
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
William D. Savitt, Wachtell, Lipton, Rosen & Katz
1 Chief Justice Leo E. Strine, Jr., Delaware Supreme Court; Simon Lorne, Millennium Management LLC; Richard Walker, formerly of Deutsche Bank; Michael Reilly, FMC Corporation.
2 John Finley, The Blackstone Group, LP.
3 Lawrence Hamermesh, University of Pennsylvania Law School; 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.
4 Chief Justice Leo E. Strine, Jr.; Joel Friedlander, Friedlander & Gorris, P.A.; William Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; William Savitt, Wachtell, Lipton, Rosen & Katz.
INSIGHTS FROM PRACTICE
NOVEMBER 29, 2017
The Corwin Case
Three key participants in the litigation leading to an important Delaware Supreme Court opinion in the Corwin case shared their recollections of the issues and strategies in the case as they perceived and shaped them at the time. Among the questions they answered were how the case looked when it first came to them, what big issues they anticipated, and what strategies they contemplated at each stage. They discussed how they thought the courts would assess the effect of stockholder approval and whether they anticipated the case's ultimate doctrinal impact. As the discussion made clear, the doctrinal impact was perceived at the time to be of secondary importance when compared to the question of whether KKR’s dominant role in operational control of the company would result in enhanced judicial scrutiny of the challenged merger.
moderator
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School
panelists
Stuart M. Grant, Grant & Eisenhofer P.A.
William D. Savitt, Wachtell, Lipton, Rosen & Katz
Gregory P. Williams, Richards Layton & Finger, P.A.
FEBRUARY 24, 2016
The “Institutionalization” of Activism and the Impact on M&A and Board/Shareholder Dynamics
The panel looked at the trends and emerging dynamics in activism, including hostile takeovers, board representation, and going private transactions. The panelists noted a number of trends. Numbers of activist funds are increasing, as is the amount of capital at these funds’ disposal. Numbers of activist campaigns are also increasing. Larger companies are being targeted. More activists are obtaining board seats. The dissident success rate has also increased. With respect to activism and hostile takeovers, the panel looked at the Allergan case, discussing issues respecting the tender offer, the special meeting, and the definition of a “group” for poison pill purposes. The panel went on to discuss board representation noting that the rise in overall shareholder activism, coupled with the increasing tendency of target companies to settle, has resulted in a growing number of activist designees (“blockholder directors”) being elected to companies’ boards. The fact that these blockholder directors owe (or are perceived to owe) allegiances to particular investors who may have unique agendas
raises a number of corporate law questions, some of which can be answered by Delaware corporate law, but others of which remain unresolved and about which there is tension between the Delaware General Corporate Law and case law. Finally, the panelists discussed issues arising in connection with activists in going private transactions.
moderator
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
panelists
Mark I. Greene, Cravath, Swaine & Moore LLP
Sarkis Jebejian, Kirkland & Ellis LLP
Roy J. Katzovicz, Saddle Point Group, LLC
Jeffrey J. Rosen, Debevoise & Plimpton LLP
David M. Silk, Wachtell, Lipton, Rosen & Katz
Marc Weingarten, Schulte Roth & Zabel LLP
1 Gregory Williams, Richards Layton & Finger, P.A.; Stuart Grant, Grant & Eisenhofer P.A.; William Savitt, Wachtell, Lipton, Rosen & Katz; Lawrence Hamermesh, University of Pennsylvania Law School.
2 Front row: Elena Norman, Young Conaway Stargatt & Taylor, LLP; Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Victor Lewkow, Cleary Gottlieb Steen & Hamilton LLP; Joseph Stern, Goldman, Sachs & Co.
3 Vice Chancellor Travis Laster, Delaware Court of Chancery.
4 Jeffrey Rosen, Debeviose & Plimpton LLP; Sarkis Jebejian, Kirkland & Ellis LLP; Roy Katzovicz, Saddle Point Group, LLC; David Silk, Wachtell, Lipton, Rosen & Katz; Mark Greene, Cravath, Swaine & Moore LLP; Marc Weingarten, Schulte Roth & Zabel LLP.
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.
ILE'S PUBLIC LECTURES draw audiences 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
JANUARY 17, 2018
Immersive Computing @ Google
Matthew Apfel, Director, VR Video, Google, Inc
Matt Apfel implements ground-breaking consumer experiences in virtual reality (VR) at Google. He is a 1990 graduate of Penn Law School. He is the Director of Google Daydreams VR video business, a position he has held since January 2016. In this capacity, Mr. Apfel oversees strategy, programming, and execution for premium video, working with internal engineering teams and external content partners.
Prior to joining Google, Mr. Apfel was Vice President of Content and Services at Samsung Electronics. He has also held executive positions at numerous media companies, including CORE Media Group and True Entertainment. As an entrepreneur, Mr. Apfel founded and led WeMix.com, an online songwriting community and music publishing platform. His partner and co-founder was Chris “Ludacris” Bridges. He was also part of the founding management team at Coincident, a San Francisco technology company that built a world-class platform for authoring synchronous interactive video experiences. Mr. Apfel has a bachelor’s degree with honors from Tufts University.
OCTOBER 25, 2017
Game Changers: Transformation of Sports Media (and a Career)
Bill Koenig, President of Global Content and Media Distribution, National Basketball Association
Bill Koenig is a 1987 graduate of Penn Law School. As President of Global Content & Media Distribution, Mr. Koenig is responsible for the domestic and international media businesses for the NBA, WNBA, NBA Development League and USA Basketball. In this role, Mr. Koenig develops strategies for dealing with the rapidly changing media landscape, structures and negotiates broadcast and digital media agreements, and advises NBA teams on local media matters. Mr. Koenig also helps manage the NBA’s relationships with the league’s television partners, such as ABC/ ESPN, Turner, 21st Century Fox, Comcast and DirecTV, and digital media partners.
Prior to his current role, Mr. Koenig was NBA Executive Vice President, Business Affairs and General Counsel. In that position, he was the head of business affairs and responsible for all legal work across a variety of league businesses, including digital, television, media, sponsorship and licensing. He served as the Assistant General Counsel from 1990 to 1993, when he became the General Counsel of NBA Entertainment. Prior to joining the NBA, Mr. Koenig was associated with the law firm of Proskauer Rose Goetz and Mendelsohn, where he was a litigator who concentrated on professional sports and antitrust matters. Mr. Koenig graduated with honors from Harvard University and the London School of Economics.
DISTINGUISHED JURIST LECTURES
NOVEMBER 15, 2017
The Procedural Implementation of Enhanced Scrutiny
Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Vice Chancellor Laster addressed the impact of the Delaware Supreme Court’s 2015 opinion in the Corwin case on the application of enhanced scrutiny — the intermediate form of judicial review of director conduct in mergers and acquisitions. Corwin suggests that enhanced scrutiny is a special standard applied only at the preliminary injunction stage and does not apply to post-closing actions seeking damages. The Vice Chancellor examined and questioned this suggestion in light of earlier precedent in the Delaware Supreme Court and the Court of Chancery. He pointed out that enhanced scrutiny applies to situations where subtle conflicts can undermine the decisions of independent and disinterested directors, and where director action can impinge upon stockholder rights to sell or vote their shares. Enhanced scrutiny has addressed those situations by reframing procedural burdens. The Vice Chancellor indicated that the enhanced scrutiny framework should apply at all stages of litigation, from motions to dismiss to preliminary injunctions to trial on the merits.
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.
Vice Chancellor Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. Before his appointment, he was one of the founding partners of Abrams & Laster LLP, a corporate law firm specializing in high stakes litigation involving Delaware corporations and other business entities and advising on transactional matters carrying a significant risk of litigation. Before forming Abrams & Laster, he was a director in the Corporate Department at Richards, Layton & Finger P.A. He had previously clerked for the Honorable Jane R. Roth of the U.S. Court of Appeals for the Third Circuit. He received his A.B. summa cum laude from Princeton University and his J.D. and M.A. from the University of Virginia Law School.
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.
1 Front row: Joseph Stern, Goldman, Sachs & Co.; Meredith Kotler, Cleary Gottlieb Steen & Hamilton LLP; Second row: Alan Rauch, Bed Bath & Beyond Inc.
2: Front row: Joseph Frumkin, Sullivan & Cromwell LLP; Marshall Babson, Seyfarth Shaw LLP; Kristine Wellman, The Chemours Company; David Silk, Wachtell, Lipton, Rosen & Katz; Richard Aldridge, Morgan, Lewis & Bockius LLP.
PAST LECTURES
Past 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
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
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
Past Distinguished Jurist Lectures
14 October 2015
Science, Technology, and Immigration in the 21st Century
Hon. Barrington D. Parker, Jr., U.S. Court of Appeals for the Second Circuit
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
23 April 2014
Blackstone Navigating a Sea of Regulatory Change
John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group
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
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
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
Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas
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
24 October 2007
The Future of Securities Regulation
Brian G. Cartwright, General Counsel, Securities and Exchange Commission
11 October 2006
The Embattled Corporation
Hon. Richard A. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School
16 March 2006
Technology Mergers in a Shrinking World
Hon. Vaughn R. Walker, Chief Judge, U.S. District Court for the Northern District of California
3 March 2005
Corporate Federalism: Event Horizons in Corporate Governance
Hon. Myron T. Steele, Chief Justice, Delaware Supreme Court
28 October 2004
A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issues
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
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
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
Past Law and Entrepreneurship Lectures
1 Greg Weinberger
2 David Rubenstein
3 Philip de Picciotto
4 Steven M. Cohen
5 Neil Grimmer, Roy Liguori, Keely Stewart, Frederick Alexander, Bart Houlahan
6 Steven T. Shapiro
7 John Finley
8 J. Haig Farris
9 Adam Aron
10 David Perla
Past Distinguished Jurist Lectures
20 Hon. William B. Chandler III
Kenneth R. Feinberg
22 Hon. Lewis A. Kaplan 23 Hon. Randy Holland
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.
PENN/NYU CONFERENCE ON LAW AND FINANCE
February 22-23, 2018
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
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
Shareholder Power in Incomplete Markets
William W. Bratton, University of Pennsylvania Law School
Simone Sepe, James E. Rogers College of Law, University of Arizona, and Institute for Advanced Study in Toulouse, Toulouse School of Economics
Commentator
David Yermack, Stern School of Business, New York University
Moderator
Itay Goldstein, The Wharton School, University of Pennsylvania
Session II
The Party Structure of Mutual Funds
Ryan Bubb, New York University School of Law
Emiliano Catan, New York University School of Law
Commentator
Martijn Cremers, University of Notre Dame, Mendoza College of Business
Moderator
Stephen Choi, New York University School of Law
Session III
Settling the Staggered Board Debate
Yakov Amihud, Stern School of Business, New York University
Markus Schmid, University of St. Gallen
Steve Davidoff Solomon, UC Berkeley School of Law
Commentator
Thomas Bates, W. P. Carey School of Business, Arizona State University
Moderator
Jules Van Binsbergen, The Wharton School, University of Pennsylvania
Session IV
Do Rating Agencies Deserve Some Credit?
Evidence from Transitory Shocks to Credit Risk
Oleg Gredil, Tulane University Freeman School of Business
Nishad Kapadia, Tulane University
Freeman School of Business
Junghoon Lee, Tulane University Freeman School of Business
Commentator
Henry Hu, The University of Texas Law School
Moderator
David Yermack, Stern School of Business, New York University
Session V
Mutual Funds as Venture Capitalists?
Evidence from Unicorns
Sergey Chernenko, Krannert School of Management, Purdue University
Josh Lerner, Harvard Business School
Yao Zeng, Foster School of Business, University of Washington
Commentator
John Morley, Yale Law School
Moderator
Jill E. Fisch, University of Pennsylvania Law School
Session VI
Over-the-Counter vs. Limit-Order Markets: The Role of Traders’ Expertise
Vincent Glode, The Wharton School, University of Pennsylvania
Christian Opp, The Wharton School,
University of Pennsylvania
Commentator
Robert Bartlett, UC Berkeley Law School
Moderator
William W. Bratton, University of Pennsylvania Law School
Session VII
Reverse Termination Fees in M&A
John Coates, Harvard Law School
Darius Palia, Rutgers Business School and Columbia University Law School
Ge Wu, Rutgers Business School
Commentator
Edith Hotchkiss, Boston College Carroll School of Management
Moderator
Lawrence A. Hamermesh, University of Pennsylvania Law School
Session VIII
Pay Inequality and Public Sector
Performance: Evidence from the SEC’s Enforcement Activity
Joseph Kalmenovitz, Stern School of Business, New York University
Commentator
Urska Velikonja, Georgetown Law School
Moderator
Jill E. Fisch, University of Pennsylvania Law School
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
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
1 Ryan Bubb, New York University School of Law.
2 Front row: Albert Choi, University of Virginia Law School; Stephen Choi, New York University School of Law; Second row: Scott Hirst, Harvard Law School Program on Institutional Investors; Sarath Sanga, Northwestern University Pritzker School of Law; Jon Zytnick, Institute for Corporate Governance, New York University School of Law; Anat Alon-Beck, New York University School of Law; Merritt Fox, Columbia Law School; Third row: Anthony Casey, University of Chicago Law School; Joseph Kalmenovitz, Stern School of Business, New York University; Urska Velikonja, Georgetown Law School; Darius Palia, Rutgers Business School and Columbia Law School.
3 Simone Sepe, James E. Rogers College of Law, University of Arizona, and Institute for Advanced Study in Toulouse, Toulouse School of Economics; William Bratton, University of Pennsylvania Law School.
4 Merritt Fox, Columbia Law School; Edward Rock, New York University School of Law.
5 Itay Goldstein, The Wharton School, University of Pennsylvania.
6 Nishad Kapadia, Tulane University Freeman School of Business.
7 Christian Opp, The Wharton School, University of Pennsylvania.
8 Yakov Amihud, Stern School of Business, New York University; Steve Davidoff Solomon, UC Berkeley School of Law; Thomas Bates, W. P. Carey School of Business, Arizona State University.
ILE/WHARTON FINANCE SEMINARS
APRIL 26, 2018
Ethics and Talent in Banking
Anjan Thakor, ECGI and Washington University in St. Louis (with Fenghua Song)
Motivated by spectacular recent lapses of ethics in financial services and the substantially higher regulatory attention on ethics in banking, this paper develops a theory of optimal ethical standards in banking wherein two types of banks, one being protected by regulatory safety nets (“depositories”) and the other not so protected (“shadow banks”), are innovating financial products and competing for managerial talent. Ethical violations take the form of “mis-selling” products to customers who would not benefit from them. Ethical violations entail financial losses and regulatory penalties for the miscreant bank. For any given level of penalties, banks choose higher ethical standards (so there are fewer ethical violations) when bank managers are more talented. However, banks adopting higher ethical standards experience managerial
OCTOBER 12, 2017
The Misuse of Tobin’s Q
Frank Partnoy, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School (with Robert Bartlett)
The authors examine the common and growing misuse of Tobin’s q as a proxy for firm value within the law and finance literatures. They trace the history of Tobin’s q, beginning with its original role as a mean-reverting construct that macroeconomists used to model investment policy. They document how the original version of q morphed into the simplified market-to-book ratio version that law and finance scholars regularly use today to examine regulatory policy, corporate governance, and other economic phenomena. Whereas macroeconomists rejected this simplistic version of q because of measurement error problems, law and finance scholars embraced it as a proxy for firm value.
In addition, the authors demonstrate empirically why the simplistic version of q is so problematic. Many of the problems arise because regressions that have as their dependent variable a ratio with book value in the denominator are likely to produce biased estimates, due to both omitted assets and time-varying, firm-specific characteristics that can systematically alter a firm’s book value. As a result, the simplistic version of q produces non-classical measurement error in regression specifications that seek to estimate the relationship between firm value and various
talent migration to banks with lower ethical standards. In equilibrium, endogenously-determined penalties are harsher and ethical standards are higher in depositories than in shadow banks, but consequently depositories end up hiring less talented managers and innovate less. Higher capital also induces higher ethical standards in banks.
commentators
William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
Peter Conti-Brown, Assistant Professor of Legal Studies and Business Ethics, The Wharton School
Doron Levit, Assistant Professor of Finance, The Wharton School
Christian Opp, Assistant Professor of Finance, The Wharton School
corporate and regulatory phenomena. They also confirm, consistent with macroeconomists’ view of the original Tobin’s q, that the market-to-book estimate of q is mean-reverting in terms of stockholder returns.
Finally, they suggest a new approach. They replicate the details of one leading study that was based on the simplistic version of q and then show how its results differ when they employ several alternative approaches. They propose that scholars should use these alternative approaches, including direct estimates of firm value instead of the simplistic market-to-book ratio, and, when possible, should supplement the popular fixed effects estimator with the first difference estimator. Overall, their message is straightforward: scholars should view with suspicion any assertions about corporate governance and regulation that are based on the use of market-to-book ratios as the dependent variable in regressions.
commentators
Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School
Jonah Gelbach, Professor of Law, University of Pennsylvania Law School
Doron Levit, Assistant Professor of Finance, The Wharton School
Lucian Taylor, Associate Professor of Finance, The Wharton School
1 Anjan Thakor, Washington University in St. Louis.
2 Frank Partnoy, Harvard Law School.
2
UNIVERSITY
BANKRUPTCY’S NEW FRONTIERS
Sponsored by the Institute for Law and Economics
FRIDAY, OCTOBER 20, 2017
Introductory Remarks
Hon. Marjorie Rendell, United States Court of Appeals for the Third Circuit
Panel 1 — Composition Out of Court and Valuation in Court
moderator
Hon. Kevin Carey, United States Bankruptcy Court, District of Delaware
paper presenters:
the new bond workouts
William W. Bratton, University of Pennsylvania Law School
Adam Levitin, Georgetown Law School
SATURDAY, OCTOBER 21, 2017
Panel 2 — Contracting In and Around Bankruptcy
moderator
Stephen Hessler, Kirkland & Ellis LLP
panelists
Peter Faulkner, P. Schoenfeld Asset Management
Brian Ford, Kirkland & Ellis LLP
Tara Torrens, Capital Research and Management Co.
Marc Puntus, Centerview Partners
Panel 3 — A New Creditors’ Bargain?
moderator
Hon. Cecelia Morris, Chief Judge, United States Bankruptcy Court, Southern District of New York
paper presenters:
synthetic collective action problems and bankruptcy’s new contract paradigm
David Skeel, University of Pennsylvania Law School
George Triantis, Stanford Law School
the creditors’ bargain revisited
Barry Adler, NYU School of Law
commentators
Hon. Michelle Harner, United States Bankruptcy Court, District of Maryland
Patrick Bolton, Columbia Business School
Edward Janger, Brooklyn Law School
Richard Levin, Jenner & Block LLP
valuation disputes in chapter ii
Edward Morrison, Columbia Law School
Kenneth Ayotte, UC Berkeley Law School
commentators
Mark Roe, Harvard Law School
Richard Schifter, TPG Capital, L.P.
Alan Schwartz, Yale Law School
Jason Feintuch, Houlihan Lockey
Keynote Address
Thomas Jackson, University of Rochester
Panel 4 — Bankruptcy’s Distribution Rules
moderator
Hon. Shelley Chapman, United States Bankruptcy Court, Southern District of New York
paper presenters:
the bankruptcy partition
Douglas Baird, University of Chicago Law School
Anthony Casey, University of Chicago Law School
Randal Picker, University of Chicago Law School
commentators
Vincent Buccola, The Wharton School
Jane Vris, Millstein & Co.
Remarks on Bankruptcy Interpretation
Troy McKenzie, NYU School of Law
Panel 5 — Accountability and Control in Bankruptcy
moderator
Hon. Christopher Sontchi, United States Bankruptcy Court, District of Delaware
paper presenters:
corporate bankruptcy hybridity
Melissa Jacoby, UNC School of Law
taking control rights seriously
Robert Rasmussen, USC Gould School of Law
commentators
Frederick Tung, BU School of Law
Martin Bienenstock, Proskauer Rose LLP
Charles Mooney, University of Pennsylvania Law School
Marc Heimowitz, Coda Advisory Group LLC
1 Thomas Jackson, University of Rochester.
2 Hon. Kevin Carey, U.S. Bankruptcy Court, District of Delaware; William Bratton, University of Pennsylvania Law School; Adam Levitin, Georgetown Law School; Mark Roe, Harvard Law School; Richard Schifter, TPG Capital, L.P.; Edward Morrison, Columbia Law School; Kenneth Ayotte, UC Berkeley Law School; Alan Schwartz, Yale Law School; Jason Feintuch, Houlihan Lokey.
3 Hon. Cecelia Morris, U.S. Bankrutcy Court, Southern District of New York; Barry Adler, NYU School of Law; Edward Janger, Brooklyn Law School; Richard Levin, Jenner & Block LLP; David Skeel, University of Pennsylvania Law School; Hon. Michelle Harner, U.S. Bankruptcy Court, District of Maryland; Patrick Bolton, Columbia Business School.
CORPORATE LAW AND ECONOMIC THEORY – TOULOUSE
DECEMBER 8, 2017
Toulouse School of Economics
Opening Remarks
William W. Bratton, Nicholas F. Gallicchio Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School
Simone Sepe, Professor of Law and Finance, Institute for Advanced Study in Toulouse – Fondation Jean-Jacque Laffont – Toulouse School of Economics, Program Director in Law and University of Arizona
Session 1
From Corporate Law to Corporate Governance
Ronald Gilson, Marc and Eva Stern Professor of Law and Business, Columbia Law School; Meyers Professor of Law and Business emeritus, Stanford Law School
discussant
Catherine Casamatta, Professor of Finance, Toulouse School of Economics
Evolution of Ownership and Control Around the World
Colin Mayer, Peter Moores Professor of Management Studies at Saïd Business School, Oxford University
discussant
Milo Bianchi, Professor of Finance, Toulouse School of Economics
Lecture
Suzannah Lipscomb, University of Roehampton and a Fellow of the Royal Historical Society
*Lecture in a series conducted by the Institute for Advanced Study in Toulouse.
Session 2
Shareholder Power in Incomplete Markets
William W. Bratton, Nicholas F. Gallicchio Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School
discussant
Andrea Attar, Professor of Finance, Toulouse School of Economics
Informed Trading and Cybersecurity Breaches
Eric Talley, Isador and Seville Sulzbacher Professor of Law, Columbia Law School
discussant
Alexander Guembel, Professor of Finance, Toulouse School of Economics
Session 3
A Theory of the Stakeholder Corporation
Jean-Charles Rochet, Professor of Banking, University of Zurich; Toulouse School of Economics
Roundtable on Corporations and Markets
chairman
Sebastien Pouget, Professor of Finance, Toulouse School of Economics
speakers
Jacques Cremer, Professor of Economics, Toulouse School of Economics; IDEI
Paul Seabright, Director of Institute for Advanced Study in Toulouse; Professor of Economics, Toulouse School of Economics
1 William Bratton, University of Pennsylvania Law School.
2 William Bratton, University of Pennsylvania Law School; Paul Seabright, Toulouse School of Economics; Milo Bianchi, Toulouse School of Economics; Andrea Attar, Toulouse School of Economics; Simone Sepe, Toulouse School of Economics and University of Arizona School of Law; Colin Mayer, Saïd Business School, Oxford University; Jean-Charles Rochet, University of Zurich and Toulouse School of Economics; Catherine Casamatta, Toulouse School of Economics; Jacques Cremer, Toulouse School of Economics; Alexander Guembel, Toulouse School of Economics; Eric Talley, Columbia Law School; Ronald Gilson, Stanford Law School and Columbia Law School.
CURRICULAR PARTNERSHIPS
FALL 2016 - SPRING 2018
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
Challenges Facing the General Counsel
Michael Holston and Helen Pudlin
Crisis Management
Jill E. Fisch and Richard Walker
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 Frumkin, Joseph Gatto and Brian Hamilton
Transactional Lawyering
Casey Cogut
JD/MBA LUNCHEONS
Steven M. Cohen, MacAndrews & Forbes Incorporated
LizabethAnn R. Eisen, Cravath, Swaine & Moore LLP
Eduardo Gallardo, Gibson Dunn & Crutcher LLP
William Harker, Co-Founder, President, and Chief Compliance Officer, Ashe Capital Management, LLC
Joseph Manko, Managing Director, Mufson Howe & Hunter
Jami McKeon, Morgan Lewis & Bockius
Peter Mundheim, Stone Point Capital LLC
Jay Rittberg, Euclid Transactional
Richard P. Schifter, Managing Partner, TPG Capital
Howard Spilko, Kramer Levin Naftalis & Frankel LLP
1 Richard Walker, Former General Counsel, Deustch Bank; Robert Mundheim, Shearman & Sterling LLP; Jill Fisch, University of Pennsylvania Law School.
2 George Casey, Shearman & Sterling LLP; Scott Petepiece, Shearman & Sterling LLP.
3 Eduardo Gallardo, Gibson, Dunn & Crutcher LLP; Michael L. Wachter, University of Pennsylvania Law School.
4 Helen Pudlin, Former General Counsel, PNC Bank; Michael Holston, Senior Vice President and General Counsel, Merck; David Leitch, Global General Counsel, Bank of America.
5 Joseph Frumkin, Sullivan & Cromwell LLP.
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 includes 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 Delaware oral history 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 project is creating a website repository, available as a teaching resource, which includes the videotaped interviews of lawyers and judges who participated in the seminal Delaware corporate case, and the narrative videos that present the background story of the case. The repository also includes 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.
In the first year, the project 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. This year’s sessions covered cases on hostile and friendly acquisitions.
1. Thomas Allingham, Skadden, Arps, Slate, Meagher & Flom LLP, and Arthur Dent, Potter Anderson & Corroon LLP, interviewed by Blake Rohrbacher, Richards, Layton & Finger, PA, about Technicolor
2. Hon. William B. Chandler, III, Wilson Sonsini Goodrich & Rosati, interviewed by Paul Fioravanti, Prickett, Jones & Elliott, P.A., about Air Products
3. Joseph Rosenthal, Rosenthal, Monhait & Goddess, P.A., interviewed by John Mark Zeberkiewicz, Richards, Layton & Finger, PA, about Caremark
4. John Mark Zeberkiewicz, Richards, Layton & Finger, PA, interviewing Joseph Rosenthal, Rosenthal, Monhait & Goddess, P.A., about Caremark.
5. Norman Monhait, Rosenthal, Monhait & Goddess, P.A., interviewed by Gregory P. Williams, Richards, Layton & Finger, PA, about Disney
6. Gregory Williams interviewing Hon. William B. Chandler, III, Wilson Sonsini Goodrich & Rosati, about Disney
7. Rodman Ward, Jr., Skadden, Arps, Slate, Meagher & Flom LLP, interviewed by Donald A. Bussard, Richards, Layton & Finger, PA, about Household
ILE was a sponsor of the Delaware Corporate Law Anniversary Symposium, which took place on September 26 and 27, 2017. The Symposium celebrated the 225th Anniversary of the establishment of the Delaware Court of Chancery, the 50th Anniversary of the 1967 General Revision of the Delaware General Corporation Law, and the 25th Anniversary of the Delaware Limited Liability Company Act. The Symposium included a panel on “The DGCL and Litigation in the Court of Chancery,” moderated by ILE Co-Director Michael Wachter. The panel included Theodore Mirvis, Wachtell, Lipton, Rosen & Katz; Christine Mackinstosh, Grant & Eisenhofer, P.A.; Gregory Williams, Richards, Layton & Finger, P.A.; William Lafferty, Morris Nichols Arsht & Tunnell LLP; David McBride, Young Conaway Stargatt & Taylor, LLP; and Honorable Tamika Montgomery-Reeves, Vice Chancellor, Court of Chancery. ILE Co-Director Jill Fisch participated on a panel entitled “The Court of Chancery, the DGCL, and Federalism,” which was moderated by Professor Charles Elson, University of Delaware, and on which the other panelists included Edward Welch, Skadden Arps Slate Meagher & Flom LLP; Amy Simmerman, Wilson Sonsini Goodrich & Rosati; Jack Jacobs, Sidley Austin LLP; Honorable Joseph Slights, III, Vice Chancellor, Court of Chancery; and E. Norman Veasey, Gordon Fournaris & Mammarella, P.A., Former Chief Justice, Supreme Court of Delaware. The Honorable Andre Bouchard, Chancellor, Court of Chancery, interviewed Martin Lipton, Wachtell, Lipton, Rosen & Katz, which was recorded for the Delaware Oral History Project. Mr. Lipton recounted the history of the development of the "poison pill" and takeover choice. In connection with the Delaware Oral History Project, Joel Friedlander, Friedlander & Gorris, P.A., moderated a panel, “A Look Back: The Oral History Project Presentation of Video on Smith v. Van Gorkom,” which included A. Gilchrist Sparks, III, Morris Nichols Arsht & Tunnell LLP, and Michael Hanrahan, Prickett Jones & Elliott, P.A.
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 secondary appointments in the Business Economics and Public Policy and Healthcare Management Departments at Wharton. He is the Reporter for the American Law Institute's Restatement of the Law Liability Insurance and a co-founder of Picwell, a data analytics company that helps consumer pick the best insurance plan. 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
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
Saul A. Fox Distinguished Professor of Business 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 and a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority (FINRA).
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 PhD 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
ASSOCIATE FACULTY
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 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 PhD from Princeton University in 1973. He has been a member of the Finance Department since 1972. He is married, with two children, and lives in Bryn Mawr, Pennsylvania.
David Hoffman Professor of Law
Dave Hoffman's scholarship uses observational and experimental data to explore individuals' behavior relating to legal rules and practices. In contract law, Hoffman's recent papers have investigated whether millennials have developed a distinctive set of views about promising that relate to their experiences with online commercial transactions, and how firms use form contracts as brands to better engage users with digital platforms. In law and psychology, he has explored the "replication crisis" by recreating classic legal experimental work. His current projects focus on whether (and how) to regulate nondisclosure agreements about sexual harassment, and the contractual documents governing Initial Coin Offerings.
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. He earned his JD from Harvard Law School and a BA in archeology and history from Yale University.
Hoffman was born and raised in the Philadelphia area, where he currently lives with his wife and two young children. Professor Hoffman won the Harvey Levin Award for Teaching Excellence in 2018.
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 (2nd edition).
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 was 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
ASSOCIATE FACULTY
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.
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. Dr. Wachter currently serves on the National Housing Advisory Council of Fannie Mae and the Financial Research Advisory Committee of the Office of Financial Research of the U.S. Department of Treasury.
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 BS degrees in Electrical Engineering and Physics from Bo˘gaziçi University, and his PhD 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).
Tom Baker, William Maul Measey Professor of Law and Health Sciences
Mutually Assured Protection Among Large U.S. Law Firms (with R. Swedloff), 24 Conn Ins. L. J. 1 (2018).
Regulating Robo Advice Across the Financial Services Industry (with B. Dellaert), 103 I owa L. Rev. 713 (2018).
In Defense of the Restatement of Liability Insurance Law (with K. Logue), 24 Geo RGe M ason L. Rev 767 (2017).
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 2018).
Hedge Fund Activism, Poison Pills, and the Jurisprudence of Threat, in tHe Co RP o R ate Cont R aC t In CH an GIn G tIMes: Is t He L aw K eePIn G UP? (W. Savitt, et al., forthcoming 2018).
Co RP o R ate fInan Ce: C ases and M ateRI a L s (8th ed., Foundation Press 2016).
Inst I t U t I ona L Investo R aC t I v IsM: Hed Ge fUnds and PRI vate eq UI ty eConoMIC s and ReGUL at I on (with J. McCahery), (Oxford University Press 2015).
Howard F. Chang, Earle Hepburn Professor of Law
L aw and eConoMIC s of IMMIGR at I on (Edward Elgar Publishing 2015).
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science aCHIev In G ReGUL ato Ry e xCeLL en Ce (Brookings Institution Press 2017).
The Emptiness of Decisional Limits: Reconceiving Presidential Control of the Administrative State, 69 adMIn. 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 RM 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
The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Fisch & J. Klick), 96 tex . L. Rev ___ (forthcoming).
The Shifting Tides of Merger Litigation (with M. Cain, S. Davidoff Solomon & R. Thomas), 71 vand. L. Rev 533 (2018).
Standing Voting Instructions: Empowering the Excluded Retail Investor, 102 M Inn . L. Rev 11 (2017).
Family Ties: Salman and the Scope of Insider Trading, 69 stan . L. Rev o nLIne 46 (2016).
Does Majority Voting Improve Board Accountability? (with S. Choi, M. Kahan & E. Rock), 83 U. CHI . L. Rev 1119 (2016),
selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2017.
The Knowledge Gap in Workplace Retirement Investing and the Role of Professional Advisors (with T. WilkinsonRyan & K. Firth), 66 dUKe L. J. Rev 633 (2016).
The New Governance and the Challenge of Litigation Bylaws, 81 BRooK . 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 wasH . 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 eConoMIC s (with J. Klick), Oxford Handbook series (ed. F. Parisi, forthcoming).
The Law and Economics of Proportionality in Discovery (with B. Kobayashi), 50 G a . 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
Voluntary Disclosure in Bilateral Transactions (with C. Opp and X. Zhang), 175 J. eCon tH 652 (May 2018).
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).
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).
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)
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies (with M. Wachter), 73 BUs. Law (Fall 2018).
Lyman Johnson’s Invaluable Contribution to Delaware Corporate Jurisprudence (with J. Jacobs), 74 wasH. & 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).
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 aUfM an , 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 Hand B oo K of BanKIn G , edited by A.N. Berger, P. Molyneux & J.O.S Wilson, 2nd ed. (2015).
David Hoffman, Professor of Law, University of Pennsylvania Law School
Relational Contracts of Adhesion, 85 U. CHI L. Rev ___ (forthcoming).
The Use and Reliability of Federal Nature of Suit Codes, 2017 M ICH st. L. Rev ___ (with Boyd) (forthcoming invited Symposium issue).
Contract Consideration and Behavior (with Z. Eigen), 85 Geo wasH . L. Rev 351 (2017).
From Promise to Form: How Contracting Online Changes Consumers, 91:6 n y.U. L. Rev 1595 (Dec. 2016).
“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).
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 den Ce and PR aC t ICe (with M. Zmijewski), Cambridge Business Publishers (2018)(2nd ed).
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).
Jonathan Klick, Professor of Law tHe L aw and eConoMIC s 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 IG at I on seRv ICes Hand B oo K (6th ed. 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 notes 413 (2015).
George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences and Goldsmith Foundation Professorial Fellow, Research School of Economics, Australian National University
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 PeR sona 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
Economics: Between Prediction and Criticism (with I. Gilboa, L. Samuelson & D. Schmeidler), Int L eCon . Rev (forthcoming).
Laws and Authority (with G. Mailath & S. Morris), 71:1 Res eCon 32 (2017).
Optimism and Pessimism with Expected Utility (with D. Dillenberger & K. Rozen), 71 J. of t He eUR eCon a sso C . 32 (2017).
Premuneration Values and Investments in Matching Markets (with G. Mailath & L. Samuelson), 127 eCon . J. 2041 (2017).
A Dynamic Non-direct Implementation Mechanism for Interdependent Value Problems (with R. McLean), 101 G a Mes & eCon . B eH av I o R 34 (2017).
Memorable Consumption (with I. Gilboa & L. Samuelson), 165 J. of eCon tH 414 (2016).
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 st Ud (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).
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 KIn G fa ILURe feasIBL e: H ow BanKRUP tC y Refo RM C an end " too B IG 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).
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies (with L. Hamermesh), 73 BUs L aw ___ (Fall 2018).
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).
Susan M. Wachter, Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research
The Economic Consequences of REIT Index Membership (with A. Pavlova and E. Steiner), ReaL est eCon (forthcoming).
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 o UsIn G 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.: PaPeRs and PRoC 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. Money, CRedIt & BanKInG 37 (Mar./Apr., 2015).
Amy Wax, Robert Mundheim Professor of Law
What’s the Problem with Gatekeeping?, forthcoming in The Weekly Standard (Summer 2018).
Debating Immigration Restriction: the Case for Low and Slow, Georgetown J. of Law and Public Policy (forthcoming, Summer 2018).
The Perils of the Quest for Equal Results, First Things (forthcoming 2018).
The Third Parent Problem: Obergefell and Parent-Child Relations, forthcoming in the nat ' L a ff (Winter 2019).
Low Skill Immigration: A Case for Restriction (with Jason Richwine), American Affairs, (Nov. 2017).
Trust Me I’m an Expert: Scientific and Legal Expertise in Scalia’s Jurisprudence, in Scalia's Constitution: Essays on Law and Education (Palgrave, Fall 2017).
Family and Household Economics, chapter 12, in the o xfo Rd Hand B oo K of L aw and eConoMIC s (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 RIC s 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 st Ud 148 (2011).
Predatory Mortgage Lending (with P. Bond & D. Musto), 94 J. fIn eCon 412 (2009).
ILE INVESTORS 2017–2018
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
The Chemours Company
Cleary Gottlieb Steen & Hamilton LLP
Cravath, Swaine & Moore LLP
Debevoise & Plimpton LLP
Dechert LLP
Delaware Department of State
E. I. du Pont de Nemours and Company
Evercore
John G. Finley
FMC Corporation
Fried, Frank, Harris, Shriver & Jacobson LLP
Joel E. Friedlander
Eduardo Gallardo
Joseph D. Gatto
Goldman, Sachs & Co.
Perry Golkin, Mrs. Donna O’Hara Golkin, and The Perry and Donna Golkin Family Foundation
Leon C. Holt, Jr.
Houlihan Lokey
Hughes Hubbard & Reed LLP
Innisfree M&A Incorporated
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
Mylan
Nelson Mullins Riley & Scarborough, LLP
Potter Anderson & Corroon LLP
Allan N. Rauch
Richards, Layton & Finger, P.A.
Ropes & Gray LLP
Seyfarth Shaw LLP
Shearman & Sterling LLP
Vanguard
Wachtell, Lipton, Rosen & Katz
White & Case LLP
Wilson Sonsini Goodrich & Rosati
Young Conaway Stargatt & Taylor, LLP
Members
$5,000 to $9,999
Myron J. Resnick
Kenneth W. Willman
Donors
$1,000 up to $4,999
Christopher Foulds
Jeffrey M. Gorris
Edmund Kitch
James A. Ounsworth
Helen P. Pudlin
Donors
Up to $999
Amgen, Inc.
Yelena M. Barychev
Mary J. Grendell.
Institute for Law & Economics University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104–6204 215.898.7719, www.law.upenn.edu/ile/
September 2018
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
Saul A. Fox Distinguished Professor of Business 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
Nadia Jannetta, Managing Director 215.898.7719 njannett@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.
