After eleven years as Co-Chairs of Penn’s Institute for Law and Economics, we write our last letter together. Casey is stepping down and will be succeeded by David Silk in whom we both have tremendous confidence to continue to lead ILE forward.
Over the past eleven years, we have seen the Institute for Law and Economics continue to make significant contributions to scholarship, policy, and practice on important 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 Raymond DiCamillo, Billy Fenrich, Erik Hoover, Dan Lee, Ted Lodge, and Michael Reilly 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 give special recognition to Michael Wachter who has passed the milestone of 50 years of distinguished service to Penn and Penn Law. ILE would not be what it is today without Michael’s influence over the previous 35 years. Finally, we also want to acknowledge the exceptional contributions of Larry Hamermesh, our Executive Director, and 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 2019
BOARD OF ADVISORS
Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA
Daniel H. Burch Chairman & CEO MacKenzie Partners, Inc. New York, NY
William D. Anderson, Jr. Senior Managing Director Evercore New York, NY
George A. Casey Shearman & Sterling LLP New York, NY
Marshall B. Babson Seyfarth Shaw LLP
Louis J. Bevilacqua Cadwalader, Wickersham & Taft LLP New York, NY
Hon. William B. Chandler, III Vice Chancellor (1989–1997) and Chancellor (1997–2011), Delaware Court of Chancery Wilson Sonsini Goodrich & Rosati Wilmington, DE
and Chief Legal Officer
Charles I. Cogut Co-Chair, 2008–2019 Former Partner Simpson Thacher & Bartlett LLP New York, NY
Steven M. Cohen Executive Vice President, Chief Administrative Officer and General Counsel MacAndrews & Forbes Incorporated New York, NY
Eric J. Friedman Executive Partner
New York, NY
Joel E. Friedlander Friedlander & Gorris, P.A. Wilmington, DE
Skadden, Arps, Slate, Meagher & Flom LLP New York, NY
Martin J. Bienenstock Proskauer Rose LLP New York, NY
John G. Finley Senior Managing Director
The Blackstone Group L.P. New York, NY
Raymond J. DiCamillo Richards, Layton & Finger, P.A. Wilmington, DE
Billy Fenrich General Counsel AQR Capital Management, LLC Greenwich, CT
BOARD OF ADVISORS
William R.
Co-Founder and President Ashe Capital Management, LLC Old Tappan, NJ
Joseph B. Frumkin Co-Chair, 2008–Sullivan & Cromwell LLP New York, NY
Daniel M. Gallagher WilmerHale (as of September 2019) Washington, D.C.
Harker
Joseph D. Gatto Retired Partner Perella Weinberg Partners New York, NY
Leon C. Holt, Jr. Retired Vice Chairman and Chief Administrative Officer Air Products and Chemicals, Inc. Allentown, PA
Roy J. Katzovicz Chairman Saddle Point Group, LLC New York, NY
Eduardo Gallardo Gibson, Dunn & Crutcher LLP New York, NY
Cynthia B. Kane Special Assistant to the Secretary of State Delaware Department of State Wilmington, DE
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
Robert L. Friedman Chair, 2001–2007 Senior Advisor
The Blackstone Group L.P. New York, NY
Eric Klinger-Wilensky Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE
Erik T. Hoover Senior Vice President and General Counsel DuPont 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 Vice President – Legal and General Counsel Bed Bath & Beyond Inc. Union, NJ
Victor Lewkow Cleary Gottlieb Steen & Hamilton LLP New York, NY
James A. Ounsworth
Martin S. Lessner Young Conaway Stargatt & Taylor, LLP Wilmington, DE
G. Daniel O’Donnell Retired Partner Dechert LLP Philadelphia, PA
Scott B. Luftglass Fried Frank New York City, 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
Daniel Lee Managing Director Moelis & Company Los Angeles, CA
S. Lodge
BOARD OF ADVISORS
J.
Retired Senior Vice President and Chief Investment Officer Allstate Insurance Company Northbrook, IL
David M. Silk Co-Chair, 2019–Wachtell, Lipton, Rosen & Katz New York, NY
Anne Robinson Managing Director and General Counsel Vanguard Wayne, PA
Richard D. Smith Holland & Knight LLP New York, NY
Director
Joseph A. Stern Managing Director; M&A Advisory General Counsel Goldman, Sachs & Co.
Hon. E. Norman Veasey Chief Justice, Supreme Court of Delaware, 1992-2004 Gordon, Fournaris & Mammarella, P.A. Wilmington, DE
L.
Ropes & Gray LLP Boston, MA
Hon. Leo E.
Jr. Chief Justice Delaware Supreme Court Wilmington, DE
Executive Vice President and General Counsel
& Co., Inc.
Jennifer Shotwell Founding Managing Director Innisfree M&A Incorporated New York, NY
John J. Suydam Chief Legal Officer Apollo Global Management, LLC New York, NY
Myron
Resnick
Peter
Welsh
Jeffrey J. Rosen Debevoise & Plimpton LLP New York, NY
Strine,
Eric M. Swedenburg Simpson Thacher Bartlett LLP New York, NY
Jennifer Zachary
Merck
Kenilworth, NJ
James Rossman Managing
Lazard Freres New York, NY
MESSAGE FROM THE DEAN
For thirty-five 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 bridgebuilding 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 together the right people — judges, deal-makers, regulators, business leaders, lawyers, bankers, policy-makers, academics, and more — 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 corporate control, institutional boardroom representation, 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. Many of the ILE contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events.
We owe a particular debt of gratitude to ILE’s extraordinary co-chairs, Casey Cogut (L'73) and Joe Frumkin (L'85), for their many exceptional contributions. Like all who serve as advisors for ILE, Casey and Joe have contributed 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 particularly thank Casey, who stepped down at the end of this last academic year, for his 11 years as co-chair. We are incredibly grateful for his commitment to ILE and to Penn Law, in general. I also offer a hearty welcome to David Silk (L'88), of Wachtell Lipton Rosen & Katz, as he steps into Casey’s shoes. As big as those shoes are to fill, I am confident that David will be a great partner to Joe in continuing to guide ILE.
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 must specifically acknowledge Michael Wachter who we celebrated this spring for his 50 years of service to Penn, with 35 of those years to Penn Law and to ILE. His contribution to the Institute cannot be overstated.
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 2019
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 explored various aspects of control of corporations and the financial system. The first paper addressed the impact of new technologies on the regulation of the capital markets. The second paper addressed the role of regulation and private ordering in marketing technologically novel forms of financing. The afternoon panelists discussed mechanisms for influencing corporate governance, and the less than bright line between influence and control. At the Spring Roundtable, the first paper challenged advocates of simple time-based sunsets for dual class capital structures in public companies and urged exploration of more nuanced criteria for phasing out such structures. The second paper analyzed the relation between firm value and stakeholder orientation as reflected in the adoption of so-called corporate constituency statutes. The afternoon panel discussed the role of directors as representatives of investors such as private equity funds, hedge funds, and venture capital funds.
Our public lecture series featured three engaging speakers. The fall Law and Entrepreneurship Lecture, presented by Penn Law alumnus Osagie Imasogie, Senior Managing Partner, PIPV Capital, highlighted the dominant economic role of intellectual property and its legal framework. In our spring Law and Entrepreneurship lecture, Penn Law alumnus John Schultz, Executive Vice President, Chief Legal and Administrative Officer, Hewlett Packard Enterprise, and Chair of the Board, H3C Technologies Company, Ltd, spoke about conducting business in China and its impact on American innovation and entrepreneurship. Our Distinguished Jurist lecturer, Hon. Thomas Ambro, Judge, U.S. Court of Appeals for the Third Circuit, explained sometimes competing approaches to appellate decision-making.
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 Henry Hu, from University of Texas Law School, and John Morley, from Yale Law School, presenting “A Regulatory Framework for Exchange-Traded Funds.” In the spring, Manju Puri of Fuqua School of Business, Duke University, addressed the role of deposit insurance with failing banks. In February, together with Wharton Finance and the Pollack
Center for Law and Business at New York University, our faculty participated in the annual Penn/NYU Law and Finance Conference.
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 three more narrative documentary videos (Brehm v. Eisner — the Disney case, DGCL 102(b)(7), and Unocal v. Mesa).
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 continued to benefit from the generous involvement of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP, who stepped down at the end of this last academic year, and Joseph Frumkin of Sullivan & Cromwell LLP. We heartily thank Casey for his outstanding work over the past 11 years and we welcome David Silk of Wachtell Lipton Rosen & Katz as Joe’s new co-chair. We are also pleased to welcome six new board members this year: Raymond DiCamillo, Billy Fenrich, Erik Hoover, Dan Lee, Ted Lodge, and Michael Reilly. Ray DiCamillo is the new representative from Richards Layton & Finger. Billy Fenrich is the new representative from AQR Capital Management LLC. Erik Hoover has succeeded Stacy Fox at DuPont. Dan Lee is at Moelis & Company. Ted Lodge is with GoldenTree Asset Management, LP. Michael Reilly is the new representative from FMC Corporation. We acknowledge the departures of Stacy Fox, Jack Jacobs, Brendan Kalb, Simon Lorne, Andrea Utecht, Kristine Wellman, and Gregory Williams 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 2019
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
The Problem of Sunsets
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School
Steven Davidoff Solomon, Professor of Law, UC Berkeley School of Law
An increasing percentage of corporations are going public with dual class stock in which the shares owned by the founders or other corporate insiders have greater voting rights than the shares sold to public investors. Some commentators have criticized the dual class structure as unfair to public investors by reducing the accountability of insiders; others have defended the value of dual class in encouraging innovation by providing founders with insulation from market pressure that enables them to pursue their idiosyncratic vision.
Empirical studies have failed to provide conclusive evidence as to the effect of dual class structures, and the debate over whether dual class structures increase or decrease corporate value remains unresolved. As a result, some commentators have advocated a compromise position permitting corporations to go public with dual class structures but requiring that they include mandatory time-based sunset provisions that would automatically implement a single share structure after the passage of a pre-determined period of time. The Council of Institutional Investors has asked the New York Stock Exchange and Nasdaq to refuse to list the shares of dual class firms unless they contain a time-based sunset provision that would convert within seven years.
This Article challenges the proposition that time-based sunsets are an appropriate response to the debate over dual class structures and argues against their imposition through regulation or stock exchange rules. It observes that sunsets do not address the potential problems with dual class and are, instead, an arbitrary response to developments such as the decline in a founder’s economic interest or the transfer of high-vote shares to third parties that may reduce the attractiveness of the dual class structure. Time-based sunsets also create potential moral hazard problems. Moreover, the limitations of time-based sunsets cannot be addressed through a retention vote by the minority shareholders due to the problematic incentives of the minority shareholders.
The Article proposes instead that market participants further explore event-based sunsets, which focus on the specific developments that are likely to erode the potential value of dual class structures. Last, it argues that, rather than relying on compulsory sunsets to evade the difficult policy issues raised by dual class, the debate should encompass a more thorough framing of the role and importance of shareholder voting rights.
Stakeholder Orientation and Firm Value
K.J. Martijn Cremers, Bernard J. Hank Professor of Finance, University of Notre Dame, Mendoza College of Business
Scott B. Guernsey, Research Associate, University of Cambridge, Judge Business School
Simone Sepe, Professor of Law and Finance, James E. Rogers College of Law, University of Arizona
The paper analyzes the relation between enhanced director discretion to consider stakeholder interests (“stakeholder orientation”) and firm value by considering the quasi-natural experiment provided by the staggered adoption of directors’ duties laws in 35 U.S. states from 1984 to 2006. The authors find that these laws result in significant increases in shareholder value, especially for firms that are larger, more complex or innovative and with stronger stakeholder relationships. Their results suggest that stakeholder orientation creates value for some firms by reducing contracting costs with stakeholders and mitigating the externalities stakeholders may bear due to conflicts of interests with shareholders.
MAY
3, 2019
Welcome
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
Morning Session
The Problem of Sunsets
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School
Steven Davidoff Solomon, Professor of Law, UC Berkeley School of Law
commentators
Glenn Booream, Principal and Fund Treasurer, Vanguard
Anita Anand, J.R. Kimber Chair in Investor Protection and Corporate Governance, University of Toronto Faculty of Law
Stakeholder Orientation and Firm Value
K.J. Martijn Cremers, Martin J. Gillen Dean and the Bernard J. Hank Professor of Finance, University of Notre Dame, Mendoza College of Business
Scott B. Guernsey, Research Associate, University of Cambridge, Judge Business School
Simone Sepe, Professor of Law and Finance, James E. Rogers College of Law, University of Arizona
commentators
Jennifer Marietta-Westberg, Principal, Cornerstone Research
Holger Spamann, Professor of Law, Harvard Law School
Afternoon Session
Directors as Investor Representatives
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
Stephanie Brecher, General Counsel, NEA
Brian Broughman, Professor of Law, Indiana University Maurer School of Law
John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.
Scott B. Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP
Gary Sangha, Founder and CEO, LexCheck
Brian L. Schorr, Chief Legal Officer & Partner, Trian Partners
Bradley D. Sorrels, Wilson Sonsini Goodrich & Rosati
1 Front row: Stephanie Brecher, NEA; Brian Schorr, Trian Partners; John Finley, The Blackstone Group L.P.; Second row: Kathryn Night, Lazard Freres; Francis Stapleton, Evercore; Joseph Gatto, formerly of Perella Weinberg Partners; Third row: Donna Nagy, Indiana University Maurer School of Law; Christine Hurt, J. Reuben Clark Law School, Brigham Young University; Brogiin Keeton, Evercore.
2 Holger Spamann, Harvard Law School.
3 Anita Anand, University of Toronto Faculty of Law.
4 Front row: Daniel Gallagher, WilmerHale (as of September 2019); Ted Lodge, GoldenTree Asset Management; Second row: Holger Spamann, Harvard Law School; Third Row: Jonathan Lipson, Temple University Beasley School of Law; Adriana Robertson, University of Toronto Faculty of Law.
5 Steven Davidoff Solomon, UC Berkeley School of Law.
6 Brian Broughman, Indiana University Maurer School of Law; Stephanie Brecher, NEA.
7 Jennifer Marietta-Westberg, Cornerstone Research.
8 William Bratton, University of Pennsylvania Law School; Lawrence Hamermesh, University of Pennsylvania Law School.
9 Bradley Sorrels, Wilson Sonsini Goodrich & Rosati; Scott Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP; Gary Sangha, LexCheck.
10 Front row: Jennifer Shotwell, Innisfree M&A Incorporated; Eduardo Gallardo, Gibson Dunn & Crutcher LLP; Second row: Zach Oleksiuk, Evercore; Glenn Booraem, Vanguard; Simone Sepe, University of Arizona James E. Rogers College of Law; Third row: Harwell Wells, Temple University Beasley School of Law; Frederick Tung, Boston University School of Law; Tom Lin, Temple University Beasley School of Law.
CORPORATE ROUNDTABLE
New Tech v. New Deal: Fintech as a Systemic Phenomenon
Saule T. Omarova, Beth and Marc Goldberg Professor of Law, Cornell Law School
Fintech is the hottest topic in finance today. Recent advances in cryptography, data analytics, and artificial intelligence are visibly “disrupting” traditional methods of delivering financial services and conducting financial transactions. Less visibly, fintech is also changing the way we think about finance: The rise of fintech is gradually recasting our collective understanding of the financial system as simply another sphere of normatively neutral information technology and objective computer science. By making financial transactions faster, cheaper, and more easily accessible, fintech seems to promise a micro-level “win-win” solution to the financial system’s many ills.
This Article challenges such narratives and presents an alternative account of fintech as a systemic, macro-level phenomenon. Grounding the analysis of evolving fintech trends in a broader institutional context, the Article exposes the normative and political significance of the current fintech moment. It argues that the arrival of fintech enables a potentially decisive shift in the underlying public-private balance of powers, competencies, and roles in the financial system.
In developing this argument, the Article makes three principal scholarly contributions. First, it introduces the concept of the New Deal settlement in finance: a fundamental political arrangement, in force for nearly a century, pursuant to which profit-seeking private actors retain control over allocating capital and generating financial risks, while the sovereign public bears responsibility for maintaining systemic financial stability. Second, the Article advances a novel conceptual framework for understanding the deep-seated financial dynamics that have eroded the New Deal settlement in recent decades. In particular, it offers a working taxonomy of principal mechanisms that both (a) enable private market actors to continuously synthesize tradable financial assets and scale up trading activities, and (b) undermine the public’s ability to manage the resulting system-wide risks. Finally, the Article shows how and why specific fintech applications – cryptocurrencies, distributed ledger technologies, digital crowdfunding, and robo-advising – are poised to amplify the effect of these destabilizing mechanisms, and thus potentially exacerbate the tensions and imbalances in today’s financial markets and the broader economy. It is this potential that renders fintech a public policy challenge of the highest order.
Coin-Operated Capitalism
David A. Hoffman, Professor of Law, University of Pennsylvania Law School
Shaanan Cohney, Ph.D. Candidate, Computer & Information Science, University of Pennsylvania
Jeremy Sklaroff, J.D./MBA’18, University of Pennsylvania Law School
David Wishnick, Fellow, Center for Technology, Innovation and Competition, Univeristy of Pennsylvania Law School
This Article presents the legal literature’s first detailed analysis of the inner workings of Initial Coin Offerings. The authors characterize the ICO as an example of financial innovation, placing it in kinship with venture capital contracting, asset securitization, and (obviously) the IPO. They also take the form seriously as an example of technological innovation, where promoters are beginning to effectuate their promises to investors through computer code, rather than traditional contract.
To understand the dynamics of this shift, they first collect contracts, “white papers,” and other contract-like documents for the fifty top-grossing ICOs of 2017. Then, they analyze how the software code controlling the projects’ ICOs reflected (or failed to reflect) their contractual promises. Their inquiry reveals that many ICOs failed even to promise that they would protect investors against insider self-dealing. Fewer still manifested such contracts in code. Surprisingly, in a community known for espousing a technolibertarian belief in the power of “trustless trust” built with carefully designed code, a significant fraction of issuers retained centralized control through previously undisclosed code permitting modification of the entities’ governing structures.
These findings offer valuable lessons to legal scholars, economists, and policymakers about the roles played by gatekeepers; about the value of regulation; and the possibilities for socially valuable private ordering in a relatively anonymous, decentralized environment.
DECEMBER 14, 2018
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School
Morning Session
New Tech v. New Deal:
Fintech as a Systemic Phenomenon
Saule T. Omarova, Beth and Marc Goldberg Professor of Law, Cornell Law School
commentators
C. Andrew Gerlach, Sullivan & Cromwell LLP
Richard J. Herring, Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School
Coin-Operated Capitalism
David A. Hoffman, Professor of Law, University of Pennsylvania Law School
Shaanan Cohney, Ph.D. Candidate, Computer & Information Science, University of Pennsylvania
Jeremy Sklaroff, J.D./MBA’18, University of Pennsylvania Law School
David Wishnick, Fellow, Center for Technology, Innovation and Competition, University of Pennsylvania Law School
commentators
Jai R. Massari, Davis Polk & Wardwell LLP
Robert P. Bartlett, III, Professor of Law, UC Berkeley School of Law
Afternoon Session
When Does Influence Become Control and What Happens Next?
moderators
William W. Bratton, Nicholas F. Gallichio Professor of Law, University of Pennsylvania Law School
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School
panelists
Hon. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Adam Fliss, General Counsel, TPG Capital
Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP
Meredith Kotler, Cleary Gottlieb Steen & Hamilton LLP
Amy Simmerman, Wilson Sonsini Goodrich & Rosati
John J. Suydam, Senior Partner and Chief Legal Officer, Apollo Global Management, LLC
1 Front row: Robert Friedman, The Blackstone Group L.P.; Daniel Gallagher, Mylan; Joseph Frumkin, Sullivan & Cromwell LLP; Second row: David Musto, The Wharton School; Charles Kim, Lazard Freres; Robert Bartlett, UC Berkeley School of Law; Third row: Asaf Raz, University of Pennsylvania Law School; Charles Elson, University of Delaware Alfred Lerner College of Business & Economics; David Zaring, The Wharton School; Tom Lin, Temple University Beasley School of Law.
2 David Hoffman, University of Pennsylvania Law School.
3 Robert Bartlett, UC Berkeley School of Law.
4 Saule Omarova, Cornell Law School.
5 Andrew Gerlach, Sullivan & Cromwell LLP; Second row: Donna Nagy, Indiana University Maurer School of Law; Sean Griffith, Fordham Law School.
6 Verity Winship, University of Illinois College of Law; Sean Griffith, Fordham Law School.
7 Front row: Charles Cogut, formerly of Simpson Thacher & Bartlett, LLP; Joel Friedlander, Friedlander & Gorris, P.A.; Second row: David Hoffman, University of Pennsylvania Law School; Richard Herring, The Wharton School; Henry Hu, The University of Texas Law School; Third row: Harwell Wells, Temple University Beasley School of Law; Robert Miller, The University of Iowa College of Law.
8 Front row: Hon. Travis Laster, Delaware Court of Chancery; Amy Simmerman, Wilson Sonsini Goodrich & Rosati; Adam Fliss, TPG Capital; Second row: Bradley Sorrels, Wilson Sonsini Goodrich & Rosati; Richard Aldridge, Morgan Lewis & Bockius, LLP; Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Third row: Jeff Schwartz, S.J. Quinney College of Law University of Utah; Verity Winship, University of Illinois College of Law; Omari Simmons, Wake Forest University School of Law; Elizabeth Pollman, Loyola Law School.
9 Front row: Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Meredith Kotler, Cleary Gottlieb Steen & Hamilton LLP; John Suydam, Apollo Global Management, LLC; Charles Cogut, formerly of Simpson Thacher & Bartlett, LLP; Second row: Frances Stapleton, Evercore; Richard Smith, Nelson Mullins Riley & Scarbrough LLP; Kevin Gallagher, Richards, Layton & Finger, P.A.; David Hoffman, University of Pennsylvania Law School; Kenneth Lefkowitz, Hughes Hubbard & Reed, LLP; Third row: Elisabeth de Fontenay, Duke University School of Law; Brian Broughman, Indiana University Maurer School of Law; Summer Kim, UC Irvine School of Law; Donna Nagy, Indiana University Maurer School of Law.
CORPORATE ROUNDTABLE
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
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
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
Glenn 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
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. Sam 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 Roy Katzovicz, Saddle Point Group, LLC.
3 Michael Wachter, University of Pennsylvania Law School; Lawrence Hamermesh, University of Pennsylvania Law School.
4 Front row: James Rossman, Lazard Freres; Charles Cogut, Simpson Thacher & Bartlett, LLP; Hon. Leo E. Strine, Jr., 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.; Daniel Gallagher, Mylan; Back row: Harwell Wells, Temple University Beasley School of Law; Dorothy Shapiro Lund, The University of Chicago Law School; Matthew Jennejohn, BYU J. Ruben Clark Law School; Anne Tucker, Georgia State University School of Law; Donna Nagy, Indiana University Maurer School of Law.
5 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.
6 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 Daniel Burch, MacKenzie Partners, Inc.
2 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.
3 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.
4 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.
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.
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 16, 2019
Controllers as Sellers: Just What Are the Conflicts and How Well Has the Law Addressed Them?
This session complemented the March Chancery program. Instead of examining controlling stockholder acquisitions of publicly held shares, this program examined transactions in which the controlling stockholder sells its shares to a third party. The panelists discussed the appropriate standards of judicial review to govern these transactions, the legal incentives (appraisal and Delaware’s takeover statute) for controllers to receive the same consideration as public stockholders, and how the law addresses the circumstances in which the controller receives either side benefits (compensation or equity participation in the buyer) or a premium for shares with superior voting rights.
moderator
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
panelists
Alan S. Goudiss, Shearman & Sterling LLP
William Hiltz, Senior Managing Director, Evercore
Norman M. Monhait, Rosenthal, Monhait & Goddess, P.A.
John Mark Zeberkiewicz, Richards, Layton & Finger, P.A.
1 Hon. Leo E. Strine, Jr., Delaware Supreme Court; Alan Goudiss, Shearman & Sterling LLP; William Hiltz, Evercore; Norman Monhait, Rosenthal, Monhait & Goddess, P.A.; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; John Mark Zeberkiewicz, Richards, Layton & Finger, P.A.
2 Hon. Leo E. Strine, Jr., Delaware Supreme Court.
3 John Mark Zeberkiewicz, Richards, Layton & Finger, P.A.
4 Front row: Richard Aldridge, Morgan Lewis & Bockius LLP; Donald Parsons, Morris, Nichols, Arsht & Tunnell LLP; Mallory Brennan, Shearman & Sterling LLP; Second row: Robert Baron, Cravath, Swaine & Moore LLP; Shannon German, Wilson Sonsini Goodrich & Rosati; Jennifer Shotwell, Innisfree M&A Incorporated.
CHANCERY COURT PROGRAM
MARCH 19, 2019
Controllers as Buyers: Has the MFW Framework Struck a Sensible Balance?
The landmark opinions in the MFW litigation identified meaningful procedural protections for minority stockholders in freezeouts by controlling stockholders and identified a legal process for encouraging controlling shareholders and issuers to implement such protections. This program examined how the MFW framework has affected transactional planning and the dynamics of shareholder voting in such transactions. The panelists also discussed whether the MFW process has achieved its intended results in promoting minority stockholder protection while facilitating beneficial transactions.
moderator
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court
panelists
Eduardo Gallardo, Gibson Dunn & Crutcher LLP
Daniel Lee, Managing Director, Moelis & Company
Christine M. Mackintosh, Grant & Eisenhofer P.A.
Paul Schulman, Managing Director, MacKenzie Partners, Inc.
1 First row: David Silk, Wachtell, Lipton, Rosen & Katz; Kevin Gallagher, Richards, Layton & Finger, P.A.; Second row: Mary Grendell, Mylan.
4 Mary Grendell, Mylan; Victor Lewkow, Cleary, Gottlieb, Steen & Hamilton LLP; Joseph Larkin, Skadden, Arps, Slate, Meagher & Flom LLP.
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, Perella 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 & Co.; Victor Lewkow, Cleary Gottlieb Steen & Hamilton LLP; Dennis Berman, Lazard Freres.
4 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP.
INSIGHTS FROM PRACTICE
SEPTEMBER 25, 2018
Did Delaware Get It Right or Mess Up in Addressing the Takeover Boom of the 1980’s?
Through their transactional advice and published writings, the three members of this panel, Peter Atkins, Arthur Fleischer and Martin Lipton, are legendary because they shaped board responses to the new phenomenon of unsolicited tender offers in the 1980’s, and the Delaware courts' evaluation of those board responses on what was essentially a precedential blank slate. These panelists addressed the questions of whether the Delaware courts and legislature achieved an optimal level of director accountability, appropriately weighed the interests of investors and other constituencies affected by takeover bids, sensibly promoted reliance on independent directors, and helpfully shaped the dynamics of how bidders and targets negotiate merger agreements. The panel’s discussion focused, in particular, on the development of the poison pill (shareholder rights plan) and its impact on merger and acquisition 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
Peter A. Atkins, Skadden, Arps, Slate, Meagher & Flom LLP
Arthur Fleischer, Fried, Frank, Harris, Shriver & Jacobson LLP
Martin Lipton, Wachtell, Lipton, Rosen & Katz
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.
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 Michael Wachter, Bill Bratton, and Jill Fisch, University of Pennsylvania Law School.
3 Peter Atkins, Skadden, Arps, Slate, Meagher & Flom LLP; Martin Lipton, Wachtell, Lipton, Rosen & Katz; Arthur Fleischer, Fried, Frank, Harris, Shriver & Jacobson LLP.
CLAYTON AND STRINE DIALOGUE
OCTOBER 4, 2018
Orienting Corporate Governance to Generate Sustainable Growth: A Cooperative Discussion on Common Ground and Forging a Path Forward
Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court Jay Clayton, Chairman, U.S. Securities and Exchange Commission
Penn Law alumni Chief Justice Leo E. Strine, Jr. (L'88) and SEC Chairman Jay Clayton (L '93) met at the Law School to engage in a dialogue about areas of common concern for federal and state law affecting corporate governance and the US capital markets. They discussed the appropriate balance of shareholder participation in governance, particularly in regard to shareholder proposals under SEC Rule 14a-8 and "say on pay," as well as measures (i.e., Exchange Act Section 13(d) and Hart-Scott-Rodino antitrust regulation) requiring disclosure in connection with accumulations
of publicly traded stock. Chairman Clayton acknowledged the many common regulatory objectives of state corporate law and the federal securities law and stressed that the US system of capital markets has remained a world leader in balancing investor protection and capital formation.
moderator Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School
1 Dean Ted Ruger, University of Pennsylvania Law School.
LECTURES
The Law and Entrepreneurship Lecture and the Distinguished Jurist Lecture are the Institute’s principal public programs. In sponsoring these events, the Institute aims to spotlight and honor lawyers who have led noteworthy careers and made significant contributions as corporate executives and entrepreneurs or as jurists or policy makers 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
APRIL 10, 2019
China, Inc. – What It Means for American Innovation and Entrepreneurship
John Schultz L’89, Executive Vice President, Chief Legal & Administrative Officer, Hewlett Packard Enterprise; Chair of the Board, H3C Technologies Company, Ltd.
In his lecture, Mr. Schultz discussed the various dynamics related to “China Strategy” based upon his experiences managing HPE’s venture in China. According to Mr. Schultz, China’s sponsorship of indigenous technology companies and economic, security and foreign policy initiatives, such as One Belt One Road, is disrupting the global innovation and entrepreneurship landscape. He said it is therefore more important than ever that companies with established or emerging technologies have a successful China strategy, both to counter the threat from Chinese competitors and to succeed in the China market.
NOVEMBER 13, 2018
Intellectual Property – the New Global Currency
Osagie Imasogie LLM’85, Senior Managing Partner, Phoenix IP Ventures
Mr. Imasogie spoke about the interface between intellectual property and the economy. He commented that intellectual property is a legal construct — there is no such thing as intellectual property outside of the confines of the law. Despite this fact, intellectual property is of growing importance to the economy. For publicly-held companies alone, the vast majority of their balance sheet is intangibles. Mr. Imasogie pointed out that, in 2016, more than a third of the U.S. economy GDP was in intangibles and IP intensive industries that supported at least 45 million U.S. jobs and contributed more than $6 trillion dollars to the U.S. economy. Intellectual property impacts the concentration and control of agriculture and the food supply, healthcare, including life extension, as well as where and what types of investments are important for future prosperity and global competitiveness. IP and the value it creates are the “New Global Currency.”
Mr. Schultz was appointed general counsel of HewlettPackard Co. in 2012 and became general counsel of Hewlett Packard Enterprise after HP separated into two companies in the fall of 2015. Mr. Schultz joined HP in 2008, serving as deputy general counsel for litigation, investigations and global functions. Before joining HP, Mr. Schultz was a partner in the litigation practice of Morgan Lewis & Bockius LLP and a partner at Drinker Biddle & Reath.
Mr. Imasogie has over 28 years of experience in the fields of law, finance and business management, healthcare and the pharmaceutical industry. Prior to co-founding Phoenix IP Ventures, an IP based Merchant Bank, Mr. Imasogie conceptualized and established GlaxoSmithKline Ventures and was its founding Vice President. Before that, Mr. Imasogie worked in both product and business development and as general counsel for several pharmaceutical and therapeutic companies, including two that he founded. He is a member of the Board of Overseers of the Law School, as well as the Board of Trustees of the University. He is also the 2008 recipient of the Law School Alumni Award of Merit.
2 John Schultz, Chief Legal and Administrative Officer and Corporate Secretary, Hewlett Packard Enterprise; Chair of the Board, H3C Technologies Company, Ltd.
DISTINGUISHED JURIST LECTURES
OCTOBER 16, 2018
How Some Appellate Judges Think
Hon. Thomas Ambro, Judge, U.S. Court of Appeals for the Third Circuit
Inspired by his initial thoughts about how to handle his “craft” when taking the bench on the Third Circuit, Judge Ambro commented on the efforts by two scholars to explain how appellate judges think. Starting with Hon. Richard Posner’s nine theories of appellate decisions, Judge Ambro explained each of the theories and presented examples. Judge Ambro noted that Judge Posner espoused the seventh – the pragmatist theory – as the way judges should decide cases. Under the pragmatist theory, judges should ask themselves about the consequences of their decisions, i.e., how will the decision affect the next case. In contrast, Judge Posner particularly disdained the ninth theory – the legalist theory — in which judges just follow the law, applying the facts and leading to the conclusion. Judge Ambro offered an analysis supporting Judge Posner’s embrace of the pragmatist theory. In particular, Judge Ambro advised those who do appellate advocacy to present some reasoning for their requested relief beyond the text of the statute. Judge Ambro continued by describing a second scholar’s work on the methodology of the Supreme Court, breaking down the
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.
approach of the then-sitting Justices into four camps: textualist, structuralist, consequentialist, and fairness. Judge Ambro concluded with some comments on the effectiveness of advocating before the Supreme Court. He observed that the great Supreme Court practitioners present their argument in no more than three themes, to which they commit in their argument.
Judge Ambro was nominated by President Bill Clinton in 1999 and confirmed by the Senate and sworn in in 2000. He clerked for Hon. Daniel Herrman, Delaware Supreme Court from 1975 to 1976. He was in private practice at Richards, Layton & Finger in Wilmington, Delaware from 1976 until taking his seat on the bench. Just prior to being elevated to the bench, Judge Ambro headed the bankruptcy practice at Richards Layton. Judge Ambro is a past Chair of the Section of Business Law of the American Bar Association and past Editor-in-Chief of The Business Lawyer. For 20 years, he chaired the Committee on the Uniform Commercial Code for the Commercial Law Section of the Delaware State Bar Association. The judge received his Bachelor of Arts degree in 1971 from Georgetown University and his Juris Doctor in 1975 from Georgetown University Law Center.
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.
1 James Ounsworth, The S Consulting Group; Hon. Gene Pratter, U.S. District Court for the E.D. of Pa.
2: Front row: Hon. Jack Jacobs, Young Conaway Stargatt & Taylor, LLP; Cynthia Kane, Office of the Secretary of State, Delaware Department of State; Jennifer Shotwell, Innisfree M&A Incorporated; Second row: Roy Katzovicz, Saddle Point Group, LLC; Robert Mundheim, Shearman & Sterling LLP.
3: Vice Chancellor Travis Laster, Delaware Court of Chancery.
4: Hon. Thomas Ambro, U.S. Court of Appeals for the Third Circuit.
PAST LECTURES
Past Law and Entrepreneurship Lectures
January 17, 2018
Immersive Computing @ Google
Matthew Apfel, Director, VR Video, Google, Inc.
October 25, 2017
Game Changers: Transformation of Sports Media (and a Career)
Bill Koenig, President of Global Content and Media Distribution, National Basketball Association
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
Past Distinguished Jurist Lectures
29 November 2016
Current Policy Priorities
Antonio Weiss, Counselor to the Secretary of the US Treasury, Department of the Treasury
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
Neil Grimmer, CEO and Co-Founder, Plum Organics
Bart Houlahan, Co-Founder, B Lab
Ray Liguori, Vice President of Corporate Development, Campbell Soup Company
Keely Stewart, Associate Corporate Counsel, Campbell Soup Company
18 November 2014
Happy Guy in Distressed… From Pre-Med to JD to Distressed Investing
Steven T. Shapiro, Founding Partner and Senior Portfolio Manager, GoldenTree Asset Management
23 April 2014
Blackstone Navigating a Sea of Regulatory Change
John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group
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
10 October 2012
Financial Stability Regulation
Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System
15 February 2012
Regular Order as Equity
Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
25 October 2011
The Delaware Court of Chancery from 1989 – 2011: An Insider’s View
Hon. William B. Chandler III, Chancellor, Delaware Court of Chancery
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
2 March 2011
Competitive Places and Inner City
Opportunities: Reflections on 25 Years of Community Investment
Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund
2 November 2010
The Financial Crisis: Aftermath and Implications
H. Rodgin Cohen, Sullivan & Cromwell LLP
3 March 2010
Managing Through Change, Managing Through Crisis in Financial Services
Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas
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
11 November 2008
Delaware Directors’ Fiduciary Duties: The Focus on Loyalty
Hon. Randy Holland, Justice, Supreme Court of Delaware
24 October 2007
The Future of Securities Regulation
Brian G. Cartwright, General Counsel, Securities and Exchange Commission
11 October 2006
The Embattled Corporation
Hon. Richard A. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School
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
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
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
28 October 2004
A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issues
Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court
The Effects of Collegiality on Judicial Decision Making
Hon. Harry T. Edwards, Circuit Judge, U.S. Court of Appeals for the D.C. Circuit
29 November 2001
Fee Shifting as a Control Against the Rogue Litigant
Hon. Jack B. Jacobs, Justice, Supreme Court of Delaware
Past Law and Entrepreneurship Lectures
1 Matthew Apfel
2 Bill Koenig
3 Greg Weinberger
4 David Rubenstein
5 Philip de Picciotto
6 Steven M. Cohen
7 Neil Grimmer, Roy Liguori, Keely Stewart, Frederick Alexander, Bart Houlahan
8 Steven T. Shapiro
9 John Finley
10 J. Haig Farris
11 Adam Aron
12 David Perla
13 Paul G. Haaga, Jr.
14 Jeremy Nowak
Past Distinguished Jurist Lectures
15 Antonio Weiss
16 Hon. Barrington D. Parker, Jr.
17 Hon. John W. Noble
18 Hon. Jed S. Rakoff
19 Daniel K. Tarullo
20 Hon. Leo E. Strine, Jr.
21 Hon. William B. Chandler III
22 Kenneth R. Feinberg
23 Hon. Lewis A. Kaplan
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 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 23-24, 2019
New York University School of Law
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
Credit Default Swaps, Agency Problems, and Management Incentives
David Yermack, Stern School of Business, New York University
Jongsub Lee, Warrington College of Business, University of Florida
Junho Oh, Warrington College of Business, University of Florida
Commentator
Alan Schwartz, Yale Law School
Moderator
Charles Elson, University of Delaware
Session II
Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy
Lucian Bebchuk, Harvard Law School
Scott Hirst, Boston University School of Law
Commentator
Ian Appel, Boston College Carroll School of Management
Moderator
Stephen Choi, New York University School of Law
Session III
Bank Transparency and Deposit Flows
Itay Goldstein, The Wharton School, University of Pennsylvania
Qi Chen, Fuqua School of Business, Duke University
Zeqiong Huang, Yale University School of Management
Rahul Vashishtha, Fuqua School of Business, Duke University
Commentator
Kathryn Judge, Columbia Law School
Moderator
William W. Bratton, University of Pennsylvania Law School
Session IV
Hidden Holdouts: Contract Arbitrageurs and the Pricing of Collective Rights
Mitu Gulati, Duke University School of Law
Stephen Choi, New York University School of Law
Commentator
Kose John, Stern School of Business, New York University
Moderator
Kevin Davis, New York University School of Law
Session V
Common Ownership and Coordinated Effects
Edward Rock, New York University School of Law
Daniel Rubinfeld, New York University School of Law and UC Berkeley School of Law
Commentator
Doron Levit, The Wharton School, University of Pennsylvania
Moderator
Itay Goldstein, The Wharton School, University of Pennsylvania
Session VI
Long-Term Economic Consequences of Hedge Fund Activist Interventions
Charles McClure, University of Chicago Booth School of Business
Ed deHaan, University of WashingtonMichael G. Foster School of Business
David F. Larcker, Stanford UniversityGraduate School of Business
Commentator
Steven Davidoff Solomon, UC Berkeley School of Law
Moderator
Lawrence Hamermesh, Institute for Law Economics, University of Pennsylvania Law School
Session VII
The Impact of the Durbin Amendment on Banks, Merchants, and Consumers
Natasha Sarin, University of Pennsylvania Law School and The Wharton School
Vladimir Mukharlyamov, Georgetown University, McDonough School of Business
Commentator
Paul Goldsmith-Pinkham, Yale School of Management
Moderator
Jill E. Fisch, University of Pennsylvania Law School
Session VIII
Bond Covenants and Investment Policy
Sandrine Docgne Penlap, C.T. Bauer College of Business, University of Houston
Commentator
William W. Bratton, University of Pennsylvania Law School
Moderator
David Yermack, Stern School of Business, New York University
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
1 Itay Goldstein, The Wharton School.
2 David Yermak, NYU Stern School of Business.
3 Natasha Sarin, University of Pennsylvania Law School and The Wharton School.
4 Mitu Gulati, Duke University School of Law.
5 Kevin Davis, NYU School of Law.
6 Lawrence Hamermesh, University of Pennsylvania Law School.
7 Hon. Travis Laster, Delaware Court of Chancery.
8 Ronald Gilson, Columbia Law School and Stanford Law School; Michal Barzuza, University of Virginia School of Law; Charles McClure, The University of Chicago Booth School of Business.
9 Kose John, NYU Stern School of Business.
10 Sandrine Docgne Penlap, C.T. Bauer College of Business, University of Houston.
ILE/WHARTON FINANCE SEMINARS
MARCH 28, 2019
Deposit Inflows and Outflows in Failing Banks: The Role of Deposit Insurance
Manju Puri, J.B. Fuqua Professor, Fuqua School of Business, Duke University (with Christopher Martin and Alexander Ufier)
Using unique, daily, account-level balances data, the authors investigate deposit stability and the drivers of deposit outflows and inflows in a distressed bank. They observe an outflow (run-off) of uninsured depositors from the bank following bad regulatory news. They find that government deposit guarantees, both regular deposit insurance and temporary deposit insurance measures, reduce the outflow of deposits. They also characterize which accounts are more stable (e.g., checking accounts and older accounts). They further provide important new evidence that, simultaneous with the run-off, gross funding inflows (run-in) are large and of first-order
SEPTEMBER 20, 2018
A Regulatory Framework for Exchange-Traded Funds
Henry T.C. Hu, Allan Shivers Chair in the Law of Banking and Finance, University of Texas Law School
John D. Morley, Professor of Law, Yale Law School
U.S.-listed exchange-traded funds (“ETFs”) hold more than $3.2 trillion in assets, comprise seven of the country’s ten most actively traded securities, and possess an array of unique characteristics raising distinctive concerns. They offer what the authors conceptualize as a nearly frictionless portal to a bewildering, continually expanding universe of plain vanilla and arcane asset classes, passive and active investment strategies, and long, short, and leveraged exposures. And the authors argue that ETFs are defined by a novel, model-driven device that they refer to as the “arbitrage mechanism,” a device that has sometimes failed catastrophically. Despite ETFs’ economic significance and distinctive risks for investors and the financial system, the United States has neither a dedicated system of ETF regulation nor even a workable, comprehensive conception of what an ETF is. The statutes regulating ETFs were originally intended for very different vehicles such as mutual funds, commodity pools, and operating companies. Although a process of discretionary review generally allows the Securities and Exchange Commission (“SEC”) to assess the merits of each proposed ETF on an ad hoc, individualized basis, this process results in older funds often operating under lighter regulation than newer ones. And, because it has its roots in statutes originally designed for other kinds of vehicles, the regulation of ETFs fails to address the ETFs’ distinctive characteristics. Rooted in a disclosure system largely designed for mutual funds, the SEC’s disclosure mandates for ETFs fail to comprehend the significance and complexities of the
impact — a result which is missed when looking at aggregated deposit data alone. Losses of uninsured deposits were largely offset with new insured deposits as the bank approached failure. They show their results hold more generally using a large sample of banks that faced regulatory action. Their results raise questions about depositor discipline, widely considered to be one of the key pillars of financial stability, raising the importance of other mechanisms of restricting bank risk taking, including prudent supervision.
commentators
Brian Broughman, Visiting Professor, University of Pennsylvania Law School
Natasha Sarin, Assistant Professor of Law, University of Pennsylvania Law School
Itay Goldstein, Joel S. Ehrenkranz Family Professor, Professor of Finance, Coordinator of PhD Program, The Wharton School
Luke Taylor, Associate Professor of Finance, The Wharton School
arbitrage mechanism and often require no public disclosure of major breakdowns in the mechanism’s workings.
The authors’ proposal contemplates a single regulatory framework for all ETFs, rooted in the arbitrage mechanism common to all ETFs. The functional elements of the framework would streamline and rationalize the creation, substantive operations, and disclosure of all ETFs, which would include a shift away from ETF-by-ETF discretionary review and toward written rules of general applicability. They would narrow the range of ETFs subject to close substantive scrutiny at creation while retaining some discretion for the SEC to address concerns related to the arbitrage mechanism or related structural engineering issues, risky or complex ETFs not adequately addressed by suitability rules and investor education, and large negative externalities. In terms of disclosure, the authors contemplate quantitative and qualitative information addressing what they call “trading price frictions,” such as those relating to the performance of the arbitrage mechanism and related engineering during the trading day, model-related complexities, and evolving understandings and conditions.
commentators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science; Director, Penn Program on Regulation, University of Pennsylvania Law School
Itay Goldstein, Joel S. Ehrenkranz Family Professor, Professor of Finance, Coordinator of PhD Program, The Wharton School
David Musto, Ronald O. Perelman Professor in Finance; Department Chair, Finance Department, The Wharton School
1
2
Henry Hu, University of Texas Law School, and John Morley, Yale Law School.
Manju Puri, J.B. Fuqua School of Business, Duke University.
CURRICULAR PARTNERSHIPS
FALL 2017 - SPRING 2019
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
Hon. Leo E. Strine, Jr. and Lawrence A. Hamermesh
M&A Through the Business Cycle
Joseph Frumkin, Joseph Gatto and Brian Hamilton
Venture Capital Contracting
William W. Bratton and Eric Klinger-Wilensky
JD/MBA LUNCHEONS
Steven M. Cohen, MacAndrews & Forbes Incorporated
Eduardo Gallardo, Gibson Dunn & Crutcher LLP
Michael Kimmel, Vanguard
Julie Levenson, LaHonda Advisors
Ted Lodge, GoldenTree Asset Management
Jami McKeon, Morgan Lewis & Bockius
Martez Moore, Moore & Freres
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 Kenneth Lefkowitz, Hughes Hubbard & Reed LLP.
2 Billy Fenrich, AQR Capital Management.
3 Martin Lessner, Young Conaway Stargatt & Taylor, LLP.
4 Joseph Frumkin, Sullivan & Cromwell LLP.
5 William Bratton, University of Pennsylvania Law School; Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Bradley Sorrels, Wilson Sonsini Goodrich & Rosati; Hon. Kathaleen McCormick, Delaware Court of Chancery.
6 Hon. Leo E. Strine, Jr., Delaware Supreme Court; Mark Gentile, Richards, Layton & Finger, P.A.; Albert Garner, Lazard Freres; Lawrence Hamermesh, University of Pennsylvania Law School.
7 George Casey, Shearman & Sterling LLP; Scott Petepiece, Shearman & Sterling LLP.
8 Elizabeth Pollman, Loyola Law School, Los Angeles; Kristine Wellman, The Chemours Company.
9 Richard Walker, Former General Counsel, Deustche Bank; Robert Mundheim, Shearman & Sterling LLP; Jill Fisch, University of Pennsylvania Law School.
DELAWARE ORAL HISTORY PROJECT
The Institute has been creating 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, as well as documentary videos that piece together the interviews and case materials into a single narrative. The website can be found at www.law.upenn.edu/delawarecorporatehistory.
DELAWARE ORAL HISTORY PROJECT
Three years ago, the Institute embarked upon an exciting longterm project involving the creation of oral histories of the seminal Delaware corporate cases and legislative developments since the general revision of the Delaware General Corporation Law (DGCL) in 1967. The project centers on recorded interviews to preserve the recollections of many of the lawyers and judges who participated in those cases and developments. Based on those interviews and on the opinions, briefs and other associated materials, the project is preparing a narrative video for each topic that presents the background story of the case or statutory provision. This year saw the release of three more videos, involving the Walt Disney Co. derivative litigation over Michael Ovitz’s early termination and severance payments, the landmark takeover litigation between Mesa Petroleum and Unocal Corporation, and the adoption of Section 102(b)(7) of the Delaware General Corporation Law.
The project emerged out of a series of advanced seminars taught by Delaware’s Chief Justice Leo E. Strine, Jr. and Professor Michael Wachter. In previous years, the 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 product of the project is a website repository, available as a teaching resource, which includes the videotaped interviews and the narrative videos described above. The repository also includes resources relating to the DGCL amendments since 1967.
The interview process has also been integrated into the annual seminar. Students conducted preliminary interviews of some of the participants whose recollections were thereby refreshed before the recording of the final interview. This engagement has afforded 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. The second year’s sessions covered cases on hostile and friendly acquisitions. This year’s class covered Delaware’s treatment of controlling stockholder transactions, especially freeze-out mergers.
This year's project activities also included an interview of Ronald Perelman, CEO of MacAndrews & Forbes, who figured prominently in several key Delaware cases, including the Revlon case, Cede v. Technicolor, Inc., and Kahn v. M&F Worldwide.
Thanks to the generous support of key sponsors (Wachtell, Lipton, Rosen & Katz; Skadden, Arps, Slate, Meagher & Flom; Sullivan & Cromwell; CSC Global; Morris, Nichols, Arsht & Tunnell; Potter, Anderson & Corroon; Richards, Layton & Finger; Young, Conaway, Stargatt & Taylor; and the Delaware State Bar Association), the Institute expects to complete the remaining planned interviews next year and to produce a number of additional narrative videos.
pictured on the facing page
Ronald O. Perelman, Chairman and Chief Executive Officer, MacAndrews & Forbes Incorporated (1), interviewed by Lawrence A. Hamermesh, Institute for Law and Economics, University of Pennsylvania Law School (2), about Revlon, Kahn v. M&F Worldwide, and Technicolor.
Herbert M. Wachtell, Founding Partner, Wachtell, Lipton, Rosen & Katz (3), interviewed by Paul K. Rowe, Wachtell, Lipton, Rosen & Katz (4), about Revlon, Time Warner, and QVC Paramount.
Theodore N. Mirvis (5) and Paul K. Rowe, Wachtell, Lipton, Rosen & Katz, interviewed by Anne Foster, Richards, Layton & Finger, P.A. (6), about Revlon.
Paul Fioravanti, Jr., Prickett, Jones & Elliott, P.A. (7), interviewing Kevin R. Shannon, Potter Anderson & Corroon, LLP (8), about Airgas.
William T. Allen, former Chancellor, Delaware Court of Chancery (9), interviewed by Paul K. Rowe, Wachtell, Lipton, Rosen & Katz, about Technicolor, Caremark, Interco, Paramount, and Blasius.
Charles F. Richards, Jr., Richards, Layton & Finger, P.A. (10), interviewed by Edward M. McNally, Morris James (11), about Delaware General Corporate Law Section 203.
Ellisa Opstbaum Habbart, The Delaware Counsel Group LLC (12), interviewing Mark Gordon, Wachtell, Lipton, Rosen & Katz (13), about Omnicare.
A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell, LLP (14), interviewed by A. Thompson Bayliss, Abrams & Bayliss, LLP (15), about Weinberger v. UOP, Inc.
Myron T. Steele, Potter, Anderson & Corroon, LLP (16), interviewed by Ellisa Opstbaum Habbart, The Delaware Counsel Group LLC, about Omnicare.
ASSOCIATE FACULTY
1 David Abrams
2 Tom Baker
3 Howard F. Chang
4 Cary Coglianese
5 Vincent Glode
6 Itay Goldstein
7 Richard J. Herring
8 David Hoffman
9 Robert W. Holthausen
10 Robert P. Inman
11 Richard E. Kihlstrom
12 Jonathan Klick
13 Michael S. Knoll
14 George Mailath
15 Charles W. Mooney, Jr.
16 David K. Musto
17 Gideon Parchomovsky
18 Andrew Postlewaite
19 Michael R. Roberts
20 Reed Shuldiner
21 David A. Skeel, Jr.
22 Lucian Taylor
23 Susan M. Wachter
24 Amy L. Wax
25 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. His current research examines legal and institutional issues related to secondary insurance markets, insurance for cyber-related risks, and digital financial advice. His most recent 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 health data analytics company that predicts health expenses and helps match individuals to the best insurance plan. In August 2013, he received the Robert B. McKay award, a lifetime scholarly achievement award given by the Tort Trial and Insurance Practice Section of the American Bar Association. He was the Connecticut Mutual Professor and Director of the Insurance Law Center at the University of Connecticut before joining the Penn Law faculty in 2008. 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 an associate reporter of the American Law Institute Restatement of Corporate Governance, a director of the European Corporate Governance Institute and a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority (FINRA).
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
Joel S. Ehrenkranz Family 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 Executive Editor of the Review of Financial Studies, where he was an editor before for five years. He also served as an editor of the Finance Department in Management Science and an editor of the Journal of Financial Intermediation. He has served as an academic advisor at the Federal Reserve Banks of New York, Philadelphia, and Richmond, the Bank of Canada, and the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group. He has taught various undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein has served on the faculty of Duke University’s Fuqua School of Business. He had also worked in the research department of the bank of Israel.
Lawrence Hamermesh
Executive Director, Institute for Law & Economics, and Professor Emeritus, Widener University Delaware Law School (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011)
Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976. Professor Hamermesh practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as an associate from 1976–84, and as a partner from 1985–94. Professor Hamermesh joined the faculty at Delaware Law School in 1994, where he served as the Ruby R. Vale Professor of Corporate and Business Law from 2005-2017, teaching and writing in the areas of corporate finance, mergers and acquisitions, securities regulation, business organizations, and professional responsibility. Since 1995, Professor Hamermesh has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and served as Chair of the Council from 2002 to 2004. In 2002 and 2003, he also served as the Reporter for the American Bar Association’s Task Force on Corporate Responsibility. Since 2013, he has been the Reporter for the American Bar Association Business Law Section’s Corporate Laws Committee, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute and has been appointed as an adviser to the project to prepare the Restatement of the Law, Corporate Governance. Professor Hamermesh is also chair 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.
ASSOCIATE FACULTY
He is the author of more than 150 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 and the Systemic Risk Council. 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 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 Aberdeen Japan Fund. Until November 2018, he was a director 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 the match between code and semantic contracts in initial coin offerings, 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.
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 archaeology 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, 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, 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. His current research is a study of the political and economic causes of, and potential regulatory and legal solutions to prevent, fiscal crises.
Richard E. Kihlstrom
Ervin Miller-Arthur M. Freedman Professor of Finance, Professor of Economics, 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 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.
ASSOCIATE FACULTY
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 past editor of American Economic Journal: Microeconomics, past editor of the International Economic Review and past co-editor of Econometrica. He is emeritus director of the National Bureau of Economic Research and has served 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 is Deputy Dean at Penn Law for 2019-20 and 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 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 of
Momentum Realty from 2013 to 2017. 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 is currently a member of 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. R ev 369 (2014).
Tom Baker, William Maul Measey Professor of Law and Health Sciences
How Liability Insurers Protect Patients and Improve Safety (with C. Silver), 68 DePauL L. Rev 209 (2019).
Behavioral Economics, Decumulation, and the Regulatory Strategy for Robo Advice (with B. Dellaert), in The DisRuPTive imPacT of finTech on ReTiRemenT sysTems, Olivia S. Mitchell, ed. (forthcoming 2019).
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 iowa L. Rev 713 (2018) (featured in the Harvard Law School Forum on Corporate Governance and Financial Regulation, April 5, 2017).
In Defense of the Restatement of Liability Insurance Law (with K.Logue), 24 GeoRGe mason L. Rev 767 (2017).
William W. Bratton, Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics
Corporate Law and The Myth of Efficient Market Control (with S. Sepe), 105 coRneLL L. Rev ___ (forthcoming 2020).
Collected Lectures and Talks on Corporate Law, Legal Theory, History, Finance, and Governance, 42 seaTTLe u. L. Rev 756 (2019).
The New Bond Workouts (with A. Levitin), 166 u. Pa. L. Rev 1597 (2018).
co RP o R aT e finance: c ases anD m aT eRia L s (8th ed., Foundation Press 2016).
Howard F. Chang, Earle Hepburn Professor of Law
The Economics of Immigration Reform, 52 UC Davis L. Rev 111 (2018).
L aw anD economics of immi GR aT ion (Edward Elgar Publishing 2015).
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science; Director, Penn Program on Regulation
The R eGuL aTo R ’ s hanD book (Brookings Institution Press, forthcoming).
who wins , who L oses: inequa L i T y anD T he D is TRibu T ion of R eGuL aTo Ry imPac T s (Brookings Institution Press, forthcoming).
m akin G R eGuL aT ion wo Rk: imPRovin G T he wo RLD ThRou Gh b e TT eR R eGuL aTo Ry L aw anD Po L icy (Edward Elgar, forthcoming).
Deploying Machine Learning for a Sustainable Future, in Daniel Esty, ed., a beTTeR PLaneT: foRTy biG iDeas foR a susTainabLe fuTuRe (Yale University Press, forthcoming).
Dimensions of Delegation, univ of Pa. L. Rev (forthcoming).
Private Standards and the Benzene Case: A Teaching Guide (with G. Scheffler), aDmin L. Rev (forthcoming).
Pledging, Populism, and the Paris Agreement: The Paradox of a Management-Based Approach to Global Governance, mD. J. of inT’L L. (forthcoming).
Management-Based Regulation (with S. Starobin), in Kenneth R. Richards and Josephine van Zeben, eds., PoLicy insTRumenTs in enviRonmenTaL Law (Edward Elgar, forthcoming).
Getting the Blend Right: Public-Private Partnerships in Risk Management, in Howard Kunreuther, Robert J. Meyer, and Erwann O. Michel-Kerjan, eds., The fuTuRe of Risk manaGemenT (Univ. of Pennsylvania Press, forthcoming).
Transparency and Algorithmic Governance (with D. Lehr), 71 aDmin. L. Rev 1 (2019).
Optimizing Regulation for an Optimizing Economy, 4 univ of Pa. J. Law & Pub affaiRs 1 (2018).
The Contribution of the Social Sciences to Policy and Institutional Change (with ten co-authors), in International Panel on Social Progress, ReThinkinG socieTy foR The 21sT cenTuRy, 3: 843-882 (Cambridge University Press, 2018).
Improving Regulatory Analysis at Independent Agencies, 67 am u. L. Rev 733 (2018) (Reprinted in RevisTa De DiReiTo aDminisTRaivo 277:15-47 (2018)).
Chevron’s Interstitial Steps, 85 Geo wash. L. Rev 1339 (2017).
What Congress’s Repeal Efforts Can Teach Us About Regulatory Reform (with G. Scheffler), 3 aDmin. L. Rev accoRD 43 (2017).
Style Matters: On the Role of Pattern Analysis in the Study of Regulation, in Thomas F. Burke and Jeb Barnes, eds., vaRieTies of LeGaL oRDeR: The PoLiTics of aDveRsaRiaL anD buReaucRaTic LeGaLism 178-191 (Routledge, 2017).
Improving the Administrative State with Machine Learning (with D. Lehr), 42 aDmin & ReG. L. news 7 (2017).
Regulating by Robot: Administrative Decision-Making in the Machine Learning Era (with D. Lehr), 105 Geo. L.J. 1147 (2017).
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics
The New Titans of Wall Street: A Theoretical Framework for Passive Investors (with A. Hamdani & S. Davidoff Solomon), __ u. Pa L. Rev __ (forthcoming 2020).
Shareholder Collaboration (with S. Sepe), __ Tex. L. Rev __ (forthcoming 2020).
Mootness Fees (with M. Cain, S. Davidoff Solomon & R. Thomas), __ vanD. L. Rev __ (forthcoming 2020).
Centros, California’s “Women on Boards” Statute and the Scope of Regulatory Competition (with S. Davidoff Solomon), __ euR bus oRG. L. Rev __ (forthcoming 2020).
The Problem of Sunsets (with S. Davidoff Solomon), __ b u. L. Rev __ (forthcoming 2019).
The Myth of Morrison: Securities Fraud Litigation Against Foreign Issuers (with R. Bartlett & S. Davidoff Solomon), __ bus Law. __ (forthcoming 2019).
Is Sustainability Disclosure Sustainable?, 107 Geo. L. J. 923 (2019).
Governance by Contract: The Implications for Corporate Bylaws, 106 caL. L. Rev 373 (2018) - selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2018.
The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Klick and J. Gelbach), 96 Tex. L. Rev 553 (2018)selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2018.
Standing Voting Instructions: Empowering the Excluded Retail Investor, 102 minn. L. Rev 11 (2017).
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 . R ev 2699 (Sept. 2016).
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Monetary Stimulus and Bank Lending, (with I. Chakraborty & A. MacKinlay), J. of fin econ (forthcoming).
Good Disclosure, Bad Disclosure (with L. Yang), 131:1 J. of fin econ 118 (Jan. 2019).
Government Guarantees and Financial Stability (with F. Allen, E. Carletti & A. Leonello), 177 J. of econ. Th 518 (Sept. 2018).
Stress Tests and Information Disclosure (with Y. Leitner), 177 J. of econ. Th 34 (Sept. 2018).
Housing Price Booms and Crowding-Out Effects in Bank Lending (with I. Chakraborty & A. MacKinlay), 31:7 Rev fin sTuD 2806 (July 2018).
Investor Flows and Fragility in Corporate Bond Funds (with H. Jiang & D. Ng), 126:3 J. of fin econ 592 (Dec. 2017).
Incentives for Information Production in Markets where Prices Affect Real Investment (with J. Dow & A. Guembel), 15:4 J. of euR econ assoc 877 (Aug. 2017).
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)
The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors (co-editor, with D. Frankle, M. Halloran and P. Vella), ABA Business Law Section (2019).
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies (with M. Wachter), 73 bus. Law 961 (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 ofs TR a L. R ev 147 (2016).
Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center
International Coordination of Supervision: Why has it Grown? Will it be sustained? 10:2 J. fin econ. PoL 213 (July 2018).
The Evolving Complexity of Capital Regulation, 53 J. fin seRv. Res 2 (June 2018).
Shadowing Capital Regulation: 1986-2015, in financia L R eGuL aT ion: essays in h ono R of Geo RGe k aufman , World Scientific (2018).
The Corporate Complexity of Global, Systemically Important Banks (with J. Carmassi), 49:2-3 J. fin seRv. R es 175 (June 2016).
Less Really Can Be More: Why Simplicity & Comparability Should be Regulatory Objectives, 44:1 aTL econ . J. 33 (Mar. 2016).
David Hoffman, Professor of Law
Hushing Contracts (with E. Lampmann), __ wash u L. Rev ___ (forthcoming 2019).
Coin-Operated Capitalism (with S. Cohney, J. Sklaroff and D. Wishnick), 119 coLum. L. Rev 591 (2019).
Relational Contracts of Adhesion, 85 u chi L. R ev 1395 (2018).
Law and Psychology Grows Up, Goes Online, and Replicates (with K. Irvine and T. Wilkinson-Ryan), 15 J. emP. LeG sTuD 1 (2018).
The Use and Reliability of Federal Nature of Suit Codes, 2017 m ich sT. L. R ev 997 (invited Symposium issue).
From Promise to Form: How Contracting Online Changes Consumers, 91:6 n y u. L. R ev 1595 (2017).
Contract Consideration and Behavior (with Z. Eigen), 85 Geo wash . L. R ev 351 (2017).
Robert W. Holthausen, The Nomura Securities Co. Professor, Professor of Accounting and Finance, The Wharton School
co RP o R aT e va LuaT ion: Theo Ry eviD ence 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 Business, Economics, and Public Policy, The Wharton School
Deterring Property Tax Delinquency in Philadelphia: an Experimental Evaluation of Nudge Strategies, naT’L Tax J. (forthcoming).
Fiscal Stimulus in Federal Economies: What Role for States?, 30:1 Tax Po L anD econ 1 ( Jan. 2016).
An Experimental Evaluation of Strategies to Increase Property Tax Compliance: Free-Riding in the City of Brotherly Love, 30:1 Tax Po L anD econ . 129 (Jan. 2016).
Jonathan Klick, Professor of Law
The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Fisch & J. Gelbach), 96 Tex . L. R ev 553 (2018).
The L aw anD economics of feD eR a L ism , 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, & A. 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
The TCJA and the Questionable Incentive to Incorporate, Part 2, 162 Tax n oT es 1447 (2019).
The TCJA and the Questionable Incentive to Incorporate, 162 Tax n oT es 977 (2019).
The Modigliani-Miller Theorem at 60: The Long-Overlooked Legal Applications of Finance’s Foundational Theorem, 36 ya L e J. on R eG buLL e T in 1 (2018).
Taxation, Competitiveness, and Inversions: A Response to Kleinbard, 155 Tax n oT es 619 (2017).
The Economic Foundation of the Dormant Commerce Clause (with R. Mason), 103 va L. R ev 309 (2017).
Prejudgment Interest (with J. Colon), chapter 16 in L i T i G aT ion seRvices hanD book (6th ed. 2017).
George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences
The Curse of Long Horizons (with V. Bhaskar), 82 J. of m aThemaTicaL econ 74 (2019).
Modeling Strategic Behavior, wo RLD s cien T ific (2019).
Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law
Choice-of-Law Rules for Secured Transactions: An Interest-Based and Modern Principles-Based Framework for Assessment, 22 unifo R m L. R ev 842 (2017).
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), 37 u. Pa . J. inT’L L. 761 (2017).
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. R ev 917 (2017).
The Dual-Grant Theory of Fair Use (with A. Bell), 83 u chi . L. R ev 1051 (2016).
Of Property and Information (with A. Bell), 113 co Lum . L. R ev 237 (2016).
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), in T ' L econ . R ev (2018).
Laws and Authority (with G. Mailath & S. Morris), 71:1 R es econ 32 (2017).
Optimism and Pessimism with Expected Utility (with D. Dillenberger & K. Rozen), 71 J. of T he euR econ a ssoc . 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 ames & econ b ehavio 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), R ev fin sT uD (forthcoming).
Reed Shuldiner, Alvin L. Snowiss Professor of Law
Marginal Rates Under the TCJA, 159 Tax n oT es 1911 (June 25, 2018).
Was the AMT Effectively Repealed?, 159 Tax n oT es 495 (April 23, 2018).
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law
Bankruptcy’s Uneasy Shift to a Contract Paradigm (with G. Triantis), 166 u. Pa . L. R ev 1777 (2018).
The Empty Idea of ‘Equality of Creditors’, u Pa . L. R ev (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).
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).
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 961 (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
Why the Ability-to-Repay Rule is Vital to Financial Security (with P. McCoy), 108:3 Geo RGe Town L. R ev (forthcoming Feb. 2020).
Mortgage Risk Premiums during the Housing Bubble (with A. Levitin & D. Lin), J. of R ea L es T fin . & econ (forthcoming).
Endowments and Minority Homeownership (with A. Acolin & D. Lin), 21:1 ci T ysca Pe 5 (Mar. 2019).
Credit Risk, Informed Markets, and Securitization, 24:3 econ . Po L ' y. R ev 117 (Dec. 2018).
REIT Capital Structure Choices: Preparation Matters (with A. Pavlov & E. Steiner), 46:1 R ea L es T econ 160 (Feb. 2018).
The Consequences of REIT Index Membership for Return Patterns (with A. Pavlov & E. Steiner), 46:1 R ea L es T econ 210 (Feb. 2018).
Credit Risk Transfer and the Sustainability of Housing Finance, Testimony for U.S. Congressional Subcommittee on Housing and Insurance (Dec. 2017).
Amy Wax, Robert Mundheim Professor of Law
The Third Parent Problem: Obergefell and Parent-Child Relations, forthcoming in the naT ' L a ff (Winter 2019).
Trust Me I’m an Expert: Scientific and Legal Expertise in Scalia’s Jurisprudence, in Scalia's Constitution: Essays on Law and Education 103 (Palgrave, Fall 2018).
What’s the Problem with Gatekeeping?, forthcoming in The Weekly Standard (Summer 2018).
Debating Immigration Restriction: the Case for Low and Slow, 16 Geo. J. of L. anD Pub . Po L . (forthcoming, Summer 2018).
The Perils of the Quest for Equal Results, First Things (forthcoming 2018).
Low Skill Immigration: A Case for Restriction (with Jason Richwine), American Affairs, (Nov. 2017).
Family and Household Economics, chapter 12, in the o xfo RD hanD book of L aw anD economics (Winter 2017).
Educating the Disadvantaged, 32 naT ’ L a ff (Spring 2017).
Educating the Disadvantaged: Two Models 40 ha Rv. J.L. & Pub . Po L ’ y 687 (Fall 2017).
The Poverty of the Neuroscience of Poverty: Policy Payoff or False Promise?, 57 JuRime TRics 239 (2017).
ILE INVESTORS 2018-2019
Funding for the Institute for Law and Economics comes from a diverse group of individuals, law firms, corporations, and foundations who endorse our work each year. We are pleased and privileged to recognize and thank the ILE investors whose generous contributions underwrite the activities described in this report. We deeply appreciate their support and their active participation in institute programs.
Benefactors
$25,000 or above
Charles I. Cogut and Simpson Thacher & Bartlett LLP
Robert L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
Sullivan & Cromwell LLP
Sponsors
$10,000 to $24,999
Apollo Global Management, LLC
AQR Capital Management, LLC
Ashe Capital Management
Bernstein Litowitz Berger & Grossmann LLP
Martin J. Bienenstock
Cadwalader, Wickersham & Taft LLP
Cleary Gottlieb Steen & Hamilton LLP
Cravath, Swaine & Moore LLP
Debevoise & Plimpton LLP
Dechert LLP
Delaware Department of State
DuPont
Evercore
John G. Finley
FMC Corporation
Fried Frank
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.
Hughes Hubbard & Reed LLP
Innisfree M&A Incorporated
Sarkis Jebejian and Kirkland & Ellis LLP
Roy J. Katzovicz
Lazard
Daniel Lee
Ted S. Lodge
MacAndrews & Forbes Incorporated
MacKenzie Partners, Inc.
Merck & Co., Inc.
Morgan, Lewis & Bockius LLP
Morris, Nichols, Arsht & Tunnell LLP
Jennifer Muller
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
Jeffrey M. Gorris
Myron J. Resnick
Kenneth W. Willman
Donors
$1,000 up to $4,999
Christopher Foulds
Robert H. Mundheim
James A. Ounsworth
Helen P. Pudlin
Donors
Up to $999
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 2019
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.
