Conference on Racial Equity in Corporate Governance: 20
SPACs, Direct Listings & Other Innovations in Capital Formation: 22
MAE Disputes and Stock Market Prices: 22
ESG Mutual Funds: 24
Virtual Shareholder Meetings: 24
Insights from Practice: 26
Chancery Court Programs, Spring 2020: 28
Lectures: 31
Fireside Chat & Distinguished Jurist: 32
Law and Entrepreneurship: 34
Past Lectures: 36
Academic Events: 39
Academic Workshops: 40
Penn/NYU Conference, Spring 2020: 42
Insights from Regulation: 44
Curricular Partnerships: 46
Delaware Oral History Project: 49
Women in Business Law Initiative: 53
Becoming an Ally: 54
Transitioning to Practice: 54
Succeeding in Your Summer Job: 54
Associate Faculty: 56
Publications and Papers: 64
Institute Contributors: 67
MESSAGE FROM THE CO-CHAIRS
The Institute for Law and Economics continues to make significant contributions to scholarship, policy, and practice on important issues that affect our country’s businesses and financial institutions.
During the coronavirus pandemic, the Institute sustained and even expanded its programs focusing on issues of relevance to the academic, legal, and business communities. This programming enjoys a reputation for excellence enabling leaders in business, law, finance and academic scholarship candidly to discuss the intersection of theory and practice on a host of matters. The Institute’s leadership efforts also include its Women in Business Law Initiative, a timely and important expansion of ILE’s mission which has been targeting the support and promotion of women to enhance diversity in business and business law.
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 and their colleagues from their firms 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 William Mills and John DiTomo as new members of our Board. These two accomplished individuals will greatly enhance the work of the Institute. We also acknowledge the passing of long-time Board member Leon C. Holt, Jr., and we express our gratitude for his many years of ILE participation and support.
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 benefactor and former Board Chair Bob Friedman. His extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to him.
Jill Fisch and Elizabeth Pollman continue to be truly outstanding leaders of the Institute, all the more so during the challenges of our time. They have fully picked up the mantle of Michael Wachter and their 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 continued success of the Institute’s programs. ILE’s leadership is fundamental to its continued success 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 know that Lisa Fairfax will be a tremendous addition to the ILE leadership and we warmly welcome her as a Co-Director. 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.
JOSEPH B. FRUMKIN
Sullivan & Cromwell LLP
DAVID M. SILK
Wachtell, Lipton, Rosen & Katz
September 2021
BOARD OF ADVISORS
Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA
Marshall B. Babson Seyfarth Shaw LLP New York, NY
William D. Anderson, Jr. Senior Managing Director Evercore New York, NY
Martin J. Bienenstock Proskauer Rose LLP New York, NY
Daniel H. Burch Chairman & CEO MacKenzie Partners, Inc. New York, NY
Charles I. Cogut Co-Chair, 2008–2019 Former Partner Simpson Thacher & Bartlett LLP New York, NY
George A. Casey Shearman & Sterling LLP New York, NY
Steven M. Cohen Consultant and Former General Counsel MacAndrews and Forbes, Inc. New York, NY
Joel E. Friedlander Friedlander & Gorris, P.A. Wilmington, DE
Eric J. Friedman Executive Partner Skadden, Arps, Slate, Meagher & Flom LLP New York, NY
John G. Finley Senior Managing Director and Chief Legal Officer The Blackstone Group L.P. New York, NY
Raymond J. DiCamillo Richards, Layton & Finger, P.A. Wilmington, DE
Eduardo Gallardo Gibson, Dunn & Crutcher LLP New York, NY
Daniel M. Gallagher Chief Legal Officer Robinhood Washington, D.C.
Joseph B. Frumkin Co-Chair, 2008–Sullivan & Cromwell LLP New York, NY
Robert L. Friedman Chair, 2001–2007 Senior Advisor
The Blackstone Group L.P. New York, NY
BOARD OF ADVISORS
Perry Golkin Chief Executive Officer PPC Enterprises LLC New York, NY
Joseph D. Gatto Founder and Managing Partner Orient Point Partners New York, NY
Mark I. Greene Cravath, Swaine & Moore LLP New York, NY
William R. Harker Co-Founder and President Ashe Capital Management, LLC Old Tappan, NJ
Sarkis Jebejian Kirkland & Ellis LLP New York, NY
Erik T. Hoover Senior Vice President and General Counsel DuPont Wilmington, DE
Gaurav Jetley Managing Principal Analysis Group New York, NY
Cynthia B. Kane Special Assistant to the Secretary of State Delaware Department of State Wilmington, DE
Eric Klinger-Wilensky Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE
Meredith Kotler Freshfields Bruckhaus Deringer US LLP New York, NY
Roy J. Katzovicz Chairman Saddle Point Group, LLC New York, NY
Mark Lebovitch Bernstein Litowitz Berger & Grossmann LLP New York, NY
Kenneth A. Lefkowitz Hughes Hubbard & Reed LLP New York, NY
Daniel Lee Managing Director Moelis & Company Los Angeles, CA
Martin S. Lessner Young Conaway Stargatt & Taylor, LLP Wilmington, DE
Ted S. Lodge Partner – Global Head Restructurings and Turnarounds GoldenTree Asset Management, LP New York, NY
BOARD OF ADVISORS
Jeffrey J. Rosen
William P. Mills Cadwalader, Wickersham & Taft LLP New York, NY
Jennifer Muller
Scott B. Luftglass Fried Frank New York City, NY
Henry N. Nassau Dechert LLP Philadelphia, PA
Helen
Anne
Robert
Jennifer Marietta-Westberg
Ian A. Nussbaum Cooley LLP New York, NY
Mark A. Morton
Morton
Joseph A. Stern
Managing Director; M&A Advisory General Counsel
Goldman Sachs & Co. New York, NY
Hon. E. Norman Veasey
Chief Justice, Supreme Court of Delaware, 1992-2004
Gordon, Fournaris & Mammarella, P.A. Wilmington, DE
BOARD OF ADVISORS
M. Silk Co-Chair, 2019–Wachtell, Lipton, Rosen & Katz New York, NY
Hon. Leo E. Strine, Jr.
Chief Justice, Supreme Court of Delaware, 2014 -2019 Wachtell, Lipton, Rosen & Katz New York, NY
Peter L. Welsh Ropes & Gray LLP Boston, MA
John J.
Chief Legal and Compliance Officer Apollo Global Management, LLC New York, NY
and General Counsel
Merck & Co., Inc. Kenilworth, NJ
Richard D. Smith Holland & Knight LLP New York, NY
Jennifer Shotwell Founding Managing Director Innisfree M&A Incorporated New York, NY
David
Suydam
Jennifer Zachary Executive Vice President
Amy L. Simmerman Wilson Sonsini Goodrich & Rosati Wilmington, DE
Eric M. Swedenburg Simpson Thacher & Bartlett LLP New York, NY
MESSAGE FROM THE DEAN
For almost four decades, the Institute for Law and Economics has successfully demonstrated the benefits of cross-disciplinary perspectives.
ILE’s programming is a model for building bridges 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 and timely questions. ILE proves that bringing a diverse group of experts together —judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—generates important and original insights.
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 SEC enforcement, virtual shareholders meetings, ESG mutual funds, MAE disputes, stockholder inspection litigation, SPACs, tech M&A, allyship, and racial equity in corporate governance. Like the Law School and the entire university, ILE confronted the challenge of offering programs by remote communication this year. ILE met that challenge with great success, continuing its programming in a virtual format offering even more events and attracting even more participants than before.
We are proud of the generous support ILE 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 ILE events.
We owe a particular debt of gratitude to ILE’s extraordinary co-chairs, Joe Frumkin (L’85) and David Silk (L’88), for their many exceptional contributions. Like all who serve as advisors for ILE, Joe and David 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 also thank the two eminent professors who have led the Institute for Law and Economics—Jill Fisch and Elizabeth Pollman. It is because of their commitment that ILE ranks among the premier institutions of its kind. Lisa Fairfax will be a tremendous addition to this outstanding team. I expect the Institute to continue to grow and prosper under their direction supported by the enthusiastic efforts of Larry Hamermesh, the Executive Director, and Nadia Jannetta, the Managing Director. 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 Carey Law School
June 2021
MESSAGE FROM THE DIRECTORS
The Institute for Law and Economics provides 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. Although the pandemic required us to restructure some of our programs and create some new events to fit a virtual format, we are pleased to report that we hosted a record number of programs with terrific success.
The Corporate Roundtables continued our distinctive focus on bridging academia and practice. In the fall, the first paper reconsidered the evolutionary erosion account of corporate fiduciary law. The second paper offered a novel analysis of the field of corporate governance by viewing it through the lens of behavioral ethics. The afternoon panelists discussed capital formation market trends and developments, including IPOs, SPACs, and direct listings. In the spring, the panel discussion addressed new developments in tech M&A.
Inspired by the roundtable format, we created several smaller virtual programs in which discussion leaders and a limited group of participants engaged in conversations about timely topics such as virtual shareholder meetings, ESG mutual funds, and MAE disputes and stock market prices. In similar programs, we provided insight to the SEC on emerging trends and potential regulatory issues involving the use of SPACs, and tackled the issue of DGCL Section 220 litigation and its impact on transactional planning.
For our fall kick-off event, we welcomed back SEC Chairman Jay Clayton (L’93) and Enforcement Division Director Stephanie Avakian, who spoke about the SEC’s enforcement efforts. In response, a panel of former SEC enforcement directors shared their perspectives.
Because of the virtual format, our public lectures were conducted as moderated conversations. They featured three engaging speakers. The fall Law and Entrepreneurship Lecture was a moderated conversation between Professor Elizabeth Pollman and Scott Kupor, Managing Director, Andreessen Horowitz, about the current venture capital environment and what to expect in the future. Our spring Law and Entrepreneurship lecture was a moderated conversation between Martin Lipton, founding partner, Wachtell, Lipton, Rosen & Katz, and his partner, Theodore Mirvis, covering Mr. Lipton’s career and thought leadership. In between, Professor Jill Fisch welcomed Hon. Leo E. Strine, Jr., former Chief Justice, Delaware Supreme Court and Michael L. Wachter Distinguished Fellow in Law and Policy, University of Pennsylvania Carey Law School, to a fireside chat. Strine and Fisch discussed deal architecture post pandemic, percolating issues of Delaware law, integrating Caremark oversight duties into ESG, and stakeholder governance.
During the 2020-2021 academic year, ILE hosted a new series of (virtual) academic workshops. The workshops, which were targeted at junior and midlevel academics, offered presenters the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise. Chief Justice Strine catalyzed a collaboration with research centers at Columbia Law School and Stanford Law School for a series of three programs on the topic of racial equity in corporate governance. The program led by Penn Law was moderated by our new faculty co-director Lisa Fairfax and Penn Law alumnus Omari Simmons.
With the leadership of our Executive Director, Larry Hamermesh, we completed the narrative documentary videos of the Delaware Oral History Project. This project, in which many of our Board members have participated, has pro -
duced a website repository of oral histories of the landmark Delaware corporate cases and legislative developments since the 1967 revision of the Delaware General Corporation Law. In connection with the Oral History Project, and with substantial contribution from Wachtell, Lipton, Rosen & Katz, we also launched The Lipton Archive, a living corporate law and governance history site focusing on the thought leadership of Marty Lipton.
Finally, in September, 2019, we launched the Women in Business Law Initiative, an effort to promote the development and advancement of women in business law. This year, WIBLI hosted three programs, a public program on Allyship, and two student-oriented programs — one on transitioning to practice and the other on how to succeed in a summer job.
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, Joseph Frumkin of Sullivan & Cromwell LLP and David Silk of Wachtell, Lipton, Rosen & Katz. We are also pleased to welcome two new board members this year: William Mills, Cadwalader, Wickersham & Taft LLP, and John DiTomo, Morris, Nichols, Arsht & Tunnell LLP. Finally, we are thrilled to welcome Professor Lisa Fairfax to the Penn Law faculty and the Institute as a co-director. Lisa joins us from George Washington University Law School where she was the Alexander Hamilton Professor of Business Law and the Director of the GW Corporate Law and Governance Initiative.
We appreciate your contributions to the Institute’s continued success in what has been a challenging year. We are eager to resume our in-person programming, and we look forward to seeing you back at the law school.
JILL E. FISCH, Co-Director, Institute for Law and Economics; Saul A. Fox
Distinguished Professor of Business Law
ELIZABETH POLLMAN, Co-Director, Institute for Law and Economics; Professor of Law
LAWRENCE A. HAMERMESH, Executive Director, Institute for Law and Economics
NADIA M. JANNETTA, Managing Director, Institute for Law and Economics
June 2021
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 wideranging exchange of ideas among some of the nation’s most accomplished scholars, attorneys, and business people.
CORPORATE ROUNDTABLE
May 7, 2021
Tech and M&A: New Developments, New Challenges
moderators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Elizabeth Pollman, Professor of Law, University of Pennsylvania Carey Law School
panelists
Luke Bergstrom, Latham & Watkins LLP
Herbert Hovenkamp, James G. Dinan University Professor, University of Pennsylvania Carey Law School
Jamie Leigh, Cooley LLP
Neela Morrison, Senior Counsel, Google LLC
Noah Phillips, Commissioner, Federal Trade Commission
Bringing together the perspectives of investment banking, legal practice (in-house and outside), regulatory authority, and academia, this panel focused on developments in tech M&A.
The panel began with a discussion of recent market activity, drivers, and trends, as well as the challenges posed by competitive bids, antitrust enforcement, and national security and CFIUS scrutiny. The legal practitioners addressed deal flow and deal terms, and the impact of securities-related litigation and regulatory scrutiny. Litigation considerations drew significant attention from the panelists, particularly in the areas of de-SPAC mergers, controller transactions (the “MFW creep” issue), and inter-VC disputes that pose risks for an acquirer.
The discussion about regulatory scrutiny included focus on data and platforms, nascent competitors, and an overview of antitrust developments in the Biden administration such as debate about the reconsideration of merger policy by Congress, agencies, and the courts. Further, the discussion included observations about private and state merger challenges, and the likelihood that challenges to mergers would invoke section 2 of the Sherman Act rather than section 7 of the Clayton Act.
1 Colin Ryan, Goldman Sachs & Co.
2 Jamie Leigh, Cooley LLP
3 Neela Morrison, Google LLC
4 Herbert Hovenkamp, University of Pennsylvania Carey Law School
5 Luke Bergstrom, Latham & Watkins LLP
6 Noah Phillips, Federal Trade Comission
CORPORATE ROUNDTABLE
Reconsidering the Evolutionary Erosion Account of Corporate Fiduciary Law
William W. Bratton, Nicholas F. Gallicchio Professor of Law Emeritus, University of Pennsylvania Carey Law School
This Article reconsiders the dominant account of corporate law’s duty of loyalty, which asserts that courts steadily relaxed the standards of fiduciary scrutiny applied to managers’ self-dealing across a century and a half of history to the great detriment of the shareholder interest. Specifically, the Article argues that the evolutionary erosion account does not retain its normative purchase in today’s corporate governance context, even though erosion of the standards courts apply to management self-dealing has continued unabated since Harold Marsh, Jr.’s foundational 1966 article on this topic and even though there is no reason to think that management self-dealing benefits the shareholder interest. The result follows from the operation of the corporate governance system, which has assimilated and redeployed the erosion account’s motivating insight that officer and director self-dealing transactions do not make cost-benefit sense from the shareholder point of view. Regulation backs up the norm of aversion. Disclosure rules make self-dealing transparent to shareholders, who have no reason to like it and now stand ready and able to register their preferences regarding such matters in corporate boardrooms. At the same time, the requirement of a majority independent board makes self-dealing transactions by board members highly inconvenient, because self-dealing undercuts independence. The practice reflects all of this, as shown by reference to hand-collected datasets of self-dealing transactions at publicly-traded companies and litigation challenges to self-dealing transactions in the Delaware Chancery Court. The classic self-dealing transaction, while still a focal point of academic discourse on corporate fiduciary law, does not matter all that much in real world companies with dispersed shareholders. It is no longer an unsolved problem stemming from separated ownership and control.
Corporate Law for Good People
Gideon Parchomovsky, Robert G. Fuller, Jr. Professor of Law, University of Pennsylvania Carey Law School
Yuval Feldman, The Mori Lazarof Professor of Legal Research, Bar-Ilan University Faculty of Law
Adi Libson, Lecturer, Bar-Ilan University Faculty of Law
This Article offers a novel analysis of the field of corporate governance by viewing it through the lens of behavioral ethics. It calls for both shifting the focus of corporate governance to a new set of loci of potential corporate wrongdoing and adding new tools to the corporate governance arsenal. Using the lens of behavioral ethics, which emphasizes the large share of wrongdoing generated by "good people," this Article proceeds in three stages. First, it exposes potential wrongdoing by good people that conventional corporate governance does not address. Second, it suggests novel corporate governance interventions supported by behavioral ethics to address wrongdoing by good people. Third, it identifies existing interventions that according to behavioral ethics analysis may generate unintended adverse effects on the behavior of well-meaning corporate officers and exacerbate wrongdoing instead of mitigating it. The Article shows that bounded ethicality has important implications for a wide range of topics in corporate governance, such as board structure, independent directors, regulation of institutional investors and proxy advisory firms, the business judgment rule, and the scope of liability.
DECEMBER 10, 2020
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School
Morning Session
Reconsidering the Evolutionary Erosion Account of Corporate Fiduciary Law
William W. Bratton, Nicholas F. Gallicchio Professor of Law Emeritus, University of Pennsylvania Carey Law School
commentators
Robert B. Thompson, Peter P. Weidenbruch, Jr. Professor of Business Law, Georgetown University Law Center
John Mark Zeberkiewicz, Richards, Layton & Finger, P.A.
Corporate Law For Good People
Gideon Parchomovsky, Robert G. Fuller, Jr. Professor of Law, University of Pennsylvania Carey Law School
Yuval Feldman, The Mori Lazarof Professor of Legal Research, Bar-Ilan University Faculty of Law
Adi Libson, Lecturer, Bar-Ilan University Faculty of Law
commentators
Eugene Soltes, Professor of Business Administration, Harvard Business School
Sarah Coyne, Weil, Gotshal & Manges LLP
Afternoon Session
IPOs, SPACs, and Direct Listings: Capital Formation Market Trends and Developments
moderators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Elizabeth Pollman, Professor of Law, University of Pennsylvania Carey Law School
7 Allison Berry Spinner, Wilson Sonsini Goodrich & Rosati
8 Michael Klausner, Stanford Law School
9 Michael Ohlrogge, New York University School of Law
10 Joseph Frumkin, Sullivan & Cromwell LLP
11 Elisabeth de Fontenay, Duke University School of Law
12 Tom Lin, Temple University Beasley School of Law
13 Samuel Buell, Duke University School of Law
14 Sanjai Bhagat, Leeds School of Business, University of Colorado Boulder
15 Donald Langevoort, Georgetown University Law Center
CORPORATE ROUNDTABLE
MAY 8, 2020
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School
Securities Intermediation and Technological Changes: Loaning, Owning & Voting
moderators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
panelists
Alex Lebow, Co-Founder, Say
Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law, University of Pennsylvania Carey Law School
Warren Pennington, Principal, Vanguard
Mark Smith, CEO, Symbiont
Michael Tae, Senior Vice President of Corporate Strategy, Broadridge Financial Solutions, Inc.
Ted Yu, Chief, Office of Mergers & Acquisitions, U.S. Securities and Exchange Commission
DECEMBER 13, 2019
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School
Morning Session
Adoption of CSR and Sustainability Reporting Standards: Economic Analysis and Review
Luzi Hail, Professor of Accounting, The Wharton School
Hans Christensen, Professor of Accounting, University of Chicago, Booth School of Business
Christian Leuz, Joseph Sondheimer Professor of International Economics, Finance and Accounting, University of Chicago, Booth School of Business
commentators
Alan B. Horowitz, Principal and Managing Director, Trusted Companies, LLC and Senior Advisor, The Shareholder Commons
Cynthia Williams, Osler Chair in Business Law, Osgood Hall Law School York University
Reconciling Fiduciary Duty and Social Conscience
Max M. Schanzenbach, Seigle Family Law Professor, Northwestern Pritzker School of Law
Robert H. Sitkoff, John L. Gray Professor of Law, Harvard Law School
commentators
Yves Denizé, Senior Managing Director, Division General Counsel, Nuveen
Aaron Yoon, Kellogg School of Management at Northwestern University
Afternoon Session
Sustainability and Value
moderators
William W. Bratton, Nicholas F. Gallichio Professor of Law, University of Pennsylvania Carey Law School
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
panelists
Alexa A. Dembek, Chief Technology & Sustainability Officer, DuPont
Elissa Doyle, Chief Communications Officer and Head of ESG Engagement, Third Point LLC
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Keir Gumbs, Associate General Counsel, Global Corporate, M&A and Securities and Deputy Corporate Secretary, Uber Technologies, Inc.
Peter Michelsen, Managing Director – Head of Activism and Shareholder Advisory (Americas), Goldman Sachs
Michael Reilly, Executive Vice President, General Counsel and Secretary, FMC Corporation
1 Front row: Michael Reilly, FMC Corporation; Second row: Aaron Yoon, Kellogg School of Management at Northwestern University; Michael Klausner, Stanford Law School; Christine Hurt, BYU J. Reuben Clark Law School
2 Front row: Peter Michelsen, Goldman Sachs; Elissa Doyle, Third Point LLC; David Silk, Wachtell, Lipton, Rosen & Katz
3 Alexa Dembek, DuPont
4 Keir Gumbs, Uber Technologies, Inc.
5 Charles Mooney, University of Pennsylvania Carey Law School
6 Michael Tae, Broadridge Financial Solutions, Inc.
7 Mark Smith, Symbiont
8 Ted Yu, U.S. Securities and Exchange Commission
9 Warren Pennington, Vanguard
10 Alex Lebow, Say
CORPORATE ROUNDTABLE
MAY 3, 2019
Welcome
William W. Bratton, Nicholas F. Gallichio Professor of Law, University of Pennsylvania Carey Law School
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
Morning Session
The Problem of Sunsets
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey 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
DECEMBER 14, 2018
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey 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
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. Gallichio Professor of Law, University of Pennsylvania Carey Law School
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey 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
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 Carey Law School
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey 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: 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 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
3 Bradley Sorrels, Wilson Sonsini Goodrich & Rosati; Scott Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP; Gary Sangha, LexCheck
4 William Bratton, University of Pennsylvania Law School; Lawrence Hamermesh, University of Pennsylvania Law School
5 Jennifer Marietta-Westberg, Cornerstone Research
6 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
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, business, finance, and corporate governance. In the public programs, the panelists provide expert insights from research and practice and a lively exchange of ideas on the topic at hand. In the smaller, invitation-only programs, designated discussants guide an in-depth conversation among all the participants.
This year, ILE co-hosted the Conference on Racial Equity in Corporate Governance together with the Stanford Center for Racial Justice and the Rock Center for Corporate Governance, Stanford Law School, and Ira M. Millstein Center for Global Markets and Corporate Ownership and Columbia Law School. Over a series of three panel discussions, we were joined by business leaders and notable legal practitioners and academics to explore how to promote racial diversity in the C-suite and boardroom, how corporate leaders can promote a more diverse and inclusive workforce, and what (if anything) a rebalanced system of corporate governance can do to promote racial equity. We launched the conference with introductory remarks by Leo E. Strine, Jr., former Chief Justice of the Delaware Supreme Court and Michael L. Wachter Distinguished Fellow in Law and Policy.
With Penn Law School, ILE also presented a virtual program in which policy experts discussed the status of Puerto Rico's restructuring and disaster recovery, PROMESA, and the impact of national and local elections on Puerto Rico's future.
CONFERENCE ON RACIAL EQUITY IN CORPORATE GOVERNANCE
In cooperation with the Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School and the Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University and Stanford Center for Racial Justice, Stanford Law School, we presented a series of three programs addressing issues of racial equity in corporate governance. The collaboration was inspired by former Chief Justice Leo E. Strine, Jr.
OCTOBER 29, 2020
How Can We Increase Racial Diversity in the C-Suite and Boardroom?
The first portion of this program examined how to increase racial diversity in the C-suite and boardroom. The panelists explored topics such as the economics of diversity and implications for fiduciary duties, generating a diverse pipeline of candidates, equity in promotion opportunities, and equity and inclusion in the boardroom experience.
moderator
Chris Brummer, Agnes N. Williams Research Professor; Faculty Director, Institute of International Economic Law; and Professor of Law, Georgetown University Law Center
panel
Gilbert Casellas, Independent Director and Consultant
Janet Foutty, Executive Chair of the Board, Deloitte US Paul Martin, Chief Diversity Officer, Sony Pictures Entertainment Barry Lawson Williams, Retired Investment Consultant and Corporate Director
The second part of the program featured a conversation about California’s statute mandating a minimum number of female directors on the boards of publicly-traded companies and its newly-enacted statute requiring directors from underrepresented communities.
moderator
Gillian Lester, Dean of the Faculty of Law and Lucy G. Moses Professor of Law, Columbia Law School
panel
Joseph Grundfest, William A. Franke Professor of Law and Business, Stanford Law School
Aaron Dhir, Associate Professor, Osgoode Hall Law School
NOVEMBER 16, 2020
What Can the C-Suite and Boardroom Do to Promote a More Inclusive Workforce and Racial Equity?
This program examined strategies and best practices for how boards and executive leaders can advance progress at their companies on issues of inclusion and racial equity, including managing expectations from constituents inside and outside the corporation, the role of the corporation in its community, and measurement of progress on inclusion and racial equity issues.
moderator
Michael Callahan, Executive Director, Arthur and Toni Rembe Rock Center for Corporate Governance and Professor of the Practice of Law, Stanford Law School
panel
Dane E. Holmes, CEO and Co-Founder, Eskalera; Former Executive Vice President, Partner and Global Head of Human Capital Management, Goldman Sachs
Jonathan McBride, Former Managing Director, Global Head of Inclusion and Diversity, BlackRock; Advisor to Boards, CEOs and Executive Teams
Phuong Phillips, Chief Legal Officer, Zynga
Pat Wadors, Chief Talent Officer, ServiceNow; Former Senior Vice President, Global Talent, LinkedIn; Board Member, Accolade and Zenefits
JANUARY 14, 2021
What (If Anything) Can a Rebalanced System of Corporate Governance Do to Promote Racial Equity?
This panel was organized and moderated by our newest ILE Co-Director
Lisa Fairfax and Penn Law alum Omari Simmons (L’99). It examined the mechanisms and agents for rebalancing corporate governance in the interest of promoting racial equity, exploring questions of defining corporate purpose and best practices, the role of disclosure requirements, executive compensation incentives, and the roles of directors, investors, proxy advisory firms, and general counsel in addressing racial equity.
moderators
Lisa Fairfax, Alexander Hamilton Professor of Business Law, The George Washington University Law School
Omari Scott Simmons, Howard L. Oleck Professor of Business Law and Director of Business Law Program, Wake Forest University School of Law
panel
Keir Gumbs, Associate General Counsel, Global Corporate, M&A and Securities and Deputy Corporate Secretary, Uber Technologies
Osagie Imasogie, Co-Founder and Senior Managing Partner, PIPV Capital
Erika James, Dean and Reliance Professor of Management and Private Enterprise, The Wharton School
Jennifer Krevitt, Managing Director & Global Head, Human Capital Management, Consumer & Investment Management Division, Goldman Sachs
Anne Robinson, Managing Director, General Counsel and Corporate Secretary, Vanguard
Kim Rucker, Director, Celanese Corporation, Lennox International, Inc., and Marathon Petroleum Corporation
1 Lisa Fairfax, The George Washington University Law School
2 Omari Simmons, Wake Forest University School of Law
3 Anne Robinson, Vanguard
4 Keir Gumbs, Uber Technologies
5 Erika James, The Wharton School
6 Osagie Imasogie, PIPV Capital
7 Jennifer Krevitt, Goldman Sachs
8 Kim Rucker, Celanese Corporation, Lennox International, Inc. and Marathon Petroleum Corporation
PANEL PROGRAMS
JUNE
14, 2021
SPACs, Direct Listings, and Other Innovations in Capital Formation
In an effort to help the SEC respond to issues surrounding the explosion of SPACs, ILE gathered a group of interested practitioners and academics to share practice insights and research on SPACs and other developments in capital formation. The discussants addressed key points of comparisons, as well as perceived differences, among SPACs, direct listings, and traditional IPOs. In addition, participants discussed the role of PIPEs, retail investors, de-SPAC transactions, and conflicts of interests and disclosures.
moderator
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
discussants
Mark A. Brod, Simpson Thacher & Bartlett LLP
John Coates, Acting Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Daniel Gallagher, Chief Legal Officer, Robinhood
Mark Lebovitch, Bernstein Litowitz Berger & Grossman LLP
Dan Lee, Managing Partner, Moelis & Company
Kenneth Lefkowitz, Hughes, Hubbard & Reed LLP
NOVEMBER 10, 2020
MAE Disputes and Stock Market Prices
The participants in this program addressed the evolution of deal provisions defining a Material Adverse Event (MAE) and described their experience in negotiating the terms of MAEs and determining whether to invoke them. They addressed how the Court of Chancery has been handling MAE disputes, as well as developments in the negotiation of MAE terms and their relationship to ordinary course covenants.
moderator
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
discussants
William Anderson, Senior Managing Director, Evercore
David Denis, Roger S. Ahlbrandt, Sr. Chair in Finance and Professor of Business Administration, University of Pittsburgh Joseph M. Katz Graduate School of Business
Raymond DiCamillo, Richards, Layton & Finger, P.A.
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Sarkis Jebejian, Kirkland & Ellis LLP
Matthew Jennejohn, Professor of Law, BYU J. Reuben Clark Law School
Gaurav Jetley, Managing Principal, Analysis Group
Hon. Kathaleen S. McCormick, Vice Chancellor, Delaware Court of Chancery
Barry Rabinowitz, Managing Director, Evercore
Eric Swedenburg, Simpson Thacher & Bartlett LLP
1 William Anderson, Evercore
2 Gaurav Jetley, Analysis Group
3 Hon. Kathaleen McCormick, Delaware Court of Chancery
4 Sarkis Jebejian, Kirkland & Ellis LLP
5 Raymond DiCamillo, Richards, Layton & Finger, P.A.
8 Martin Lessner, Young Conaway Stargatt & Taylor, LLP
9 Barry Rabinowitz, Evercore
10 Ian Goldstein, The Wharton School
11 David Denis, University of Pittsburgh Joseph M. Katz Graduate School of Business
12 John Coates, U.S. Securities and Exchange Commission
13 Mark Brod, Simpson Thacher & Bartlett LLP
14 Dan Lee, Moelis & Company
15 Daniel Gallagher, Robinhood
16 Mark Lebovitch, Bernstein Litowitz Berger & Grossman LLP
17 Kenneth Lefkowitz, Hughes, Hubbard & Reed LLP
18 Usha Rodrigues, University of Georgia School of Law
19 Roy Katzovicz, Saddle Point Group, LLC
PANEL PROGRAMS
OCTOBER 29, 2020
ESG Mutual Funds
The participants in this program discussed the growth in ESG mutual funds – funds that invest according to environmental, social and governance criteria. Recent years have seen an unprecedented number and variety of ESG fund offerings, likely spurred by growing investor interest in ESG investing. The panel considered the difficulty in defining ESG, the multiplicity of fund strategies, and the challenges of structuring fund disclosures. Several panelists also presented empirical research indicating that ESG mutual funds behave differently from other mutual funds, as well as preliminary findings on fund returns and fees.
moderator
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
discussants
Franci J. Blassberg, Of Counsel, Debevoise & Plimpton LLP
Glenn Booraem, Principal and Fund Treasurer, Vanguard
Quinn Curtis, Professor of Law, University of Virginia School of Law
Mark Mandel, Vice Chair, Portfolio Manager, Wellington Management Company, LLP
Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz
Hester Peirce, Commissioner, U.S. Securities and Exchange Commission
Adriana Robertson, Professor, University of Toronto Faculty of Law
Lauren Taylor Wolfe, Managing Partner, Impactive Capital
OCTOBER 7, 2020
Virtual Shareholder Meetings: What Worked, What Didn’t and How to Plan for Next Year
The panel discussed recent research and experience with virtual shareholder meetings, evaluated their ongoing utility, and identified areas of possible improvement.
moderator
Jennifer Shotwell, Founding Managing Director, Innisfree M&A Incorporated
Scott Winter, Managing Director, Innisfree M&A Incorporated
discussion leaders
Donna Anderson, Head of Corporate Governance, T. Rowe Price
Samuel Bavely, President, Corporate Election Services
Douglas K. Chia, President, Soundboard Governance LLC
Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP
Miriam Schwartz-Ziv, Senior Lecturer, Hebrew University of Jerusalem
Robyn Turner, Corporate Secretary, Selective Insurance Group, Inc.
1 Scott Winter, Innisfree M&A Incorporated
2 Jennifer Shotwell, Innisfree M&A Incorporated
3 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP
4 Eduardo Gallardo, Gibson, Dunn & Crutcher LLP
5 Daniel Burch, MacKenzie Partners, Inc.
6 Lawrence Hamermesh, University of Pennsylvania Carey Law School
7 Donna Anderson, T. Rowe Price
8 Douglas Chia, Soundboard Governance LLC
9 Robyn Turner, Selective Insurance Group, Inc. 10 Samuel Bavely, Corporate Election Services 11 Dorothy Flynn, Broadridge Corporate Issuer Solutions 12 Jill Fisch, University of Pennsylvania Carey Law School 13 Hester Peirce, U.S. Securities and Exchange Commission 14 Sabastian Niles, Wachtell, Lipton, Rosen & Katz 15 Glenn Booraem, Vanguard 16 Franci Blassberg, Debevoise & Plimpton LLP
17 Quinn Curtis, University of Virginia School of Law
18 Mark Mandel, Wellington Management Company, LLP
19 Adriana Robertson, University of Toronto Faculty of Law
20 Timothy Levin, Morgan, Lewis & Bockius LLP 21 Lauren Taylor Wolfe, Impactive Capital
INSIGHTS FROM PRACTICE
MARCH 24, 2021
Recent Developments in Section 220 Litigation and Their Impact on Transactional Planning
This program was prompted by the recent, significantly increasing use of Section 220 to seek corporate books and records, often for the purpose of bolstering and avoiding dismissal of complaints in shareholder litigation. The discussion addressed novel questions about the appropriate sources and scope of responses to inspection demands, and how relatively new technologies (Zoom screen sharing, for example) should be treated. The participants also addressed the phenomenon of demands from multiple stockholders and potential techniques to mitigate the inefficiency of duplicative responses. The transactional advisers described how the prospect of the exercise of inspection rights affects the preparation of board minutes and other transactional documentation. The program also considered the extent to which stockholder waivers of inspection rights are a viable response to concerns over demands for inspection.
OCTOBER 30, 2019
Stock Prices and Fair Value
The catalyst for this program was the Delaware Supreme Court’s decision in Aruba and its treatment of share market price as evidence of fair value. Participants in the program, which was held at the Penn Club in New York, all contributed insights based on extensive experience on the subject. The program highlighted the particular advantages of an interdisciplinary approach by drawing upon insights from finance, investment banking and law and highlighting the very different approaches these disciplines take to the determination of fair value. The discussion leaders began by introducing the Aruba opinion and the legal definition of “fair value.” The program then examined the meaning of market prices and debated the extent to which market prices reflect pro rata share of present value of anticipated free cash flows, acquisition potential, or potential misappropriation or tunneling by controllers. Discussion next addressed the relationship of control premiums to fair value and debated whether such premiums reflect “hidden value,” voting control, or simply the fact that the supply curve of stocks is upward sloping. The group then considered whether and why using share market prices to measure fair value requires a search for an “unaffected” stock price, and
moderator
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
Meredith Kotler, Freshfields Bruckhaus Deringer US LLP
William Lafferty, Morris, Nichols, Arsht & Tunnell LLP
Martin S. Lessner, Young Conaway Stargatt & Taylor, LLP
Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Hon. Kathaleen S. McCormick, Vice Chancellor, Delaware Court of Chancery
Mark A. Morton, Potter Anderson & Corroon, LLP
William P. Mills, Cadwalader, Wickersham & Taft LLP
Jeffrey J. Rosen, Debevoise & Plimpton LLP
Amy Simmerman, Wilson Sonsini Goodrich & Rosati
Gregory V. Varallo, Bernstein Litowitz Berger & Grossman LLP
whether a “clear day” stock price is “unaffected.” The discussion concluded with a focus on the problems stemming from the chronological gap between the date of the “unaffected” market price and the valuation date (merger date), and concern that intervening events may undermine the use of unaffected market price. Possible responses were identified, such as constructing a pro forma stock price based on broad market and/or sector performance between deal announcement and closing, and taking interim earnings announcements and other new company-specific information into account.
moderator
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
discussion leaders
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
Gaurav Jetley, Managing Principal, Analysis Group
Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP
Jennifer Muller, Managing Director, Houlihan Lokey
David M. Silk, Wachtell, Lipton, Rosen & Katz
1 Hon. Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz
2 Hon. J. Travis Laster, Delaware Court of Chancery
3 Amy Simmerman, Wilson Sonsini Goodrich & Rosati
4 Jeffrey Rosen, Debevoise & Plimpton LLP
5 Hon. Kathaleen McCormick, Delaware Court of Chancery
6 Mark Morton, Potter Anderson & Corroon, LLP
7 William Lafferty, Morris, Nichols, Arsht & Tunnell LLP
10 William Mills, Cadwalader, Wickersham & Taft LLP
11 Martin Lessner, Young Conaway Stargatt & Taylor, LLP
12 Meredith Kotler, Freshfields Bruckhaus & Deringer US LLP
CHANCERY COURT PROGRAMS
APRIL 21, 2020
Closing Conditions: Their Evolution During the 21st Century and Why That Matters Now
As the COVID-19 pandemic forced dramatic changes in business operations and performance, this program brought together one of the most experienced M&A transactional lawyers in the world, two Vice Chancellors on Delaware’s Court of Chancery, and the former Chief Justice of the Delaware Supreme Court to examine how deal closing conditions, especially material adverse effect provisions, have evolved to favor sellers. The panel reviewed how that evolution might affect the ability of buyers and their financing sources to abandon currently pending deals, and how deal documentation might evolve in response to experience in the pandemic. The Vice Chancellors briefed us on pending cases and also provided up to the minute insights on the ways in which the Court of Chancery has adapted to constraints limiting in person gatherings, while still addressing pressing business needs for judicial oversight.
moderator
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
panelists
Hon. Kathaleen S. McCormick, Vice Chancellor, Delaware Court of Chancery
Hon. Leo E. Strine, Jr., Former Chief Justice, Delaware Supreme Court
Hon. Morgan T. Zurn, Vice Chancellor, Delaware Court of Chancery
MARCH 17, 2020
Cross-Border Deal Dynamics in a Fragmenting World: Regulatory Protectionism, Global Sustainability and Worker Concerns, Chinese State-Sponsored Enterprises, and Brexit
In this program – ILE’s first (and successful) attempt to deliver its programming virtually in the face of the COVID-19 pandemic –three experienced international M&A lawyers assembled in a New York conference room to share their perspectives on the comparison between U.S. and international merger and acquisition practices. Based on their experience with deal-making practices in the UK, the Netherlands, Germany and France, the panelists compared U.S. practices with their European counterparts, focusing on differences among tender offer and merger structures, timelines for regulatory and other conditions, due diligence, board and shareholder approvals, negotiation timing and scope, the role of acquisition agreements, regulatory activism, and deal certainty.
moderators
Hon. Leo E. Strine, Jr., Former Chief Justice, Delaware Supreme Court
Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School
panelists
George Casey, Shearman & Sterling LLP
Rebecca Runa Pinto-Noome, NautaDutilh
Megan Ridley-Kaye, Linklaters LLP
contributors
Michal Berkner, Cooley LLP
Harald Selzner, Latham & Watkins LLP
1 Megan Ridley-Kaye, Linklaters LLP; George Casey, Shearman & Sterling LLP; and Rebecca Runa Pinto-Noome, NautaDutilh
2 Hon. Kathaleen McCormick, Delaware Court of Chancery
3 Hon. Leo E. Strine, Jr., former Chief Justice, Delaware Supreme Court
4 Hon. Morgan Zurn, Delaware Court of Chancery
5 Lawrence Hamermesh, University of Pennylvania Carey Law School
The Law and Entrepreneurship Lecture and the Distinguished Jurist Lecture are the Institute’s principal public programs. In sponsoring these events, the Institute aims to spotlight and honor lawyers who have led noteworthy careers and made significant contributions as corporate executives and entrepreneurs, or as jurists at the state and federal levels.
Audiences are drawn from all sectors of the University and the legal and business communities. These eminent speakers hold particular appeal and inspiration for students of Penn’s Law School and the Wharton School, with whom they talk informally at receptions following each lecture. The Law and Entrepreneurship lecture is supported in part by the Ronald N. Rutenberg Fund.
FIRESIDE CHAT & DISTINGUISHED JURIST LECTURE
FEBRUARY 24, 2021
Corporate Governance Post-Pandemic and Post-President Trump Fireside Chat with Hon. Leo E. Strine, Jr.
Professor Jill Fisch hosted a conversation with former Delaware Supreme Court Chief Justice Leo Strine about current issues of Delaware corporate law, developments in deal architecture, and the relationship between ESG and the board’s Caremark duties. Addressing the impact of the pandemic on material adverse event (MAE) provisions and operating covenants, Strine noted that the pandemic may have led to revising those provisions to address still other unforeseen circumstances. Strine praised the Delaware courts for their response during the pandemic, noting the importance of an available forum for resolving deal uncertainty and that the lack of forums allowed buyers to negotiate for heavy discounts. Strine also considered the impact of the pandemic on the Revlon doctrine’s limitation on boards’ ability to consider non-shareholder interests. Strine observed that where companies accepted pandemic funding aimed at helping the employees and the communities in which those companies operate, this increased focus on stakeholders might affect a board’s response to an offer to buy the company that is beneficial to the stockholders, but not necessarily the stakeholders, and might enable some boards to decline such an offer. Turning to controlling stockholder transactions, the former Chief Justice expressed concern that courts are applying MFW any time a controller does business with the company, without an analysis of the degree of that stockholder’s influence over the board. Fisch and Strine also discussed the expanded use of Section
Jay Clayton L’93, Chairman, U.S. Securities and Exchange Commission
Chairman Clayton summarized the Commission’s work over the past year on behalf of investors and markets and provided a preview of its agenda for 2020. The Chairman covered three topics. First, he addressed the Commission’s actions over the past year. He explained the Commission’s “organic” and transparent approach to agenda-setting, and certain of its key modernization efforts. He also included a more general discussion of modernization as an effective policy-making lens for an administrative agency. The Commission’s modernization initiatives include rules promulgated during the summer of 2019 regarding retail investors’ relationships with their financial professionals, an optional “notice and access” delivery method for making shareholder reports accessible to investors on a publicly-available website, and approval of Exchange Traded Funds that meet stated criteria without the need for an individual exemption. Second, the Chairman spoke about the Commission’s “engagement agenda.” This involves the Commission’s critical functions of market monitoring,
220, and the former Chief Justice questioned the increase in litigation despite the fact that there are more independent directors and increased disclosure. The discussion concluded by noting the importance of Caremark duties in recent decisions and their potential application to environmental, social and governance issues such as climate change and sexual harassment. The former Chief Justice explained that Caremark duties extend to ensuring that the company has policies that ensure compliance with the law, which, he noted, includes all kinds of ESG issues.
Leo E. Strine, Jr., is Of Counsel at Wachtell, Lipton, Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court, and Vice Chancellor and later Chancellor of the Delaware Court of Chancery. Previously, he had served as Counsel and Policy Director to Governor Thomas R. Carper and as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom. He was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey. Mr. Strine received his J.D. magna cum laude from the University of Pennsylvania Law School in 1988, where he was a member of the Order of the Coif. In 1985, he graduated summa cum laude from the University of Delaware, where he was a member of Phi Beta Kappa and a Truman Scholar. Strine is the Michael L. Wachter Distinguished Fellow in Law and Policy at Penn Law, the Ira M. Millstein Distinguished Senior Fellow at the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and a Senior Fellow of the Harvard Program on Corporate Governance.
public outreach and investor education, along with its oversight of market participants and enforcement initiatives. One of the specific initiatives the Chairman mentioned was educating teachers and those in military service. Finally, he addressed the interaction of the Commission’s mission, the statutory constructs under which it operates, and market realities, along with other factors, in the ongoing evolution of its agenda, with a specific discussion of the relationship among scope of authority, scope of actions, and independence.
Chairman Clayton was nominated to chair the Commission on January 20, 2017 by President Trump and sworn in on May 4, 2017. Prior to joining the Commission, Chairman Clayton was a partner at Sullivan & Cromwell LLP, where he was a member of the firm’s Management Committee and cohead of the firm’s corporate practice. He also served as an adjunct professor at Penn Law. Prior to joining Sullivan & Cromwell, Chairman Clayton served as a law clerk for the Honorable Marvin Katz of the U.S. District Court for the Eastern District of Pennsylvania. A member of the New York and Washington, D.C. bars, Chairman Clayton earned a B.S. in Engineering from the University of Pennsylvania (summa cum laude), a B.A. and M.A. in Economics from the University of Cambridge (Thouron Scholar), and a J.D. from the University of Pennsylvania Law School (cum laude, Order of the Coif).
1 Jay Clayton, U.S. Securities and Exchange Commission
2 Jill E. Fisch, University of Pennsylvania Carey Law School
3 Hon. Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz
4 Neela Morrison, Google LLC
LAW AND ENTREPRENEURSHIP LECTURES
MAY 12, 2021
A Moderated Conversation
Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz
With Theodore Mirvis, Wachtell, Lipton, Rosen & Katz
Theodore Mirvis, partner of Martin Lipton, moderated a conversation with Lipton that began with a discussion of the origination of the firm describing Lipton's remarkable influence on Wachtell Lipton. Lipton described the basic principles of the firm – being friends, moderate growth, “share and share alike” lockstep compensation, and all decisions made by consensus. He explained how he and the firm first attracted public attention near the end of the ‘60s, when he led the successful defense of Pepsi-Cola General Bottlers, a major mid-western distributor of Pepsi, against hostile takeover bids, and later facilitated its $100 million merger with Illinois Central Industries. Lipton also discussed the creation of the “To Our Clients” memo in the late 1960’s, his efforts to focus the firm on the emerging field of takeovers, and his relationship with Joseph Flom. The program continued with tributes from academics, regulators, and legal practitioners of corporate law, and concluded with the introduction of the Lipton Archive.
Lipton is a founding partner of the law firm Wachtell, Lipton, Rosen & Katz specializing in mergers and acquisitions and corporate policy and strategy. He received his B.S. in Economics from the Wharton School of the University of Pennsylvania. He earned an LL. B. in 1955 from New York University School of Law, where he was editor-in-chief of the New York University Law Review. In 1956, he clerked for Edward Weinfeld at the United States District Court for the Southern District of New York. In the fall of 1958, he joined Seligson, Morris & Neuburger, a ten-lawyer firm where he teamed with Leonard Rosen and George Katz, fellow NYU Law graduates. When the Seligson firm dissolved in 1965, Lipton joined Rosen and Katz, inviting their schoolmate Herbert Wachtell and his partner, Jerome Kern, to form Wachtell, Lipton, Rosen, Katz & Kern in 1965. The firm became Wachtell, Lipton, Rosen & Katz when Kern left the firm to go into investment banking. The firm was founded as a handshake among four friends and, to this day, does not have a written partnership agreement.
NOVEMBER 17, 2020
A Moderated Conversation: Entrepreneurship and Venture Capital in 2020 & Ahead
Scott Kupor, Managing Partner, Andreessen Horowitz
With Elizabeth Pollman, University of Pennsylvania Carey Law School
Scott Kupor, author of Secrets of Sand Hill Road: Venture Capital and How to Get It, joined Professor Elizabeth Pollman for a moderated conversation on venture capital and entrepreneurship. The discussion started with Kupor sharing his path from law school to banking, business, and venture capital in Silicon Valley. Kupor reflected on the founding philosophy of Andreessen Horowitz and the firm’s insight that it was entering a competitive environment in which capital was less scarce than in previous periods and supporting talented founder-CEOs was of increasing importance. He explained the rise of founder-friendly structures of venture-backed startups and the opportunities and challenges of governance of both venture capital firms and their portfolio companies.
The discussion further explored recent areas of interest including crypto, fintech, secondary trading, and new models for venture capital. In addition, Kupor provided perspective on how ESG is entering the private company investment space, and highlighted specific areas of focus such as increasing diversity and inclusion through networking and building connectivity in the tech ecosystem. Students and other audience members joined the conversation with Q&A on wide-ranging topics from the future of venture capital to increased geographic diversity in startup hubs around the world.
Kupor is Managing Partner at Andreessen Horowitz where he is also responsible for all operational aspects of running the firm. Prior to joining Andreessen Horowitz, Kupor worked as vice president and general manager of Software-as-a-Service at Hewlett Packard. Kupor joined HP in 2007 as part of the Opsware acquisition. Prior to Opsware, Kupor represented software companies in both financing and mergers and acquisitions transactions at Credit Suisse First Boston and Lehman Brothers. Kupor graduated Phi Beta Kappa from Stanford University with a bachelor’s degree in public policy with honors and distinction. He also holds a law degree with distinction from Stanford Law School.
1 Scott Kupor, Andreessen Horowitz
2 Elizabeth Pollman, University of Pennsylvania Carey Law School
3 Joseph Grundfest, Stanford Law School
4 Margaret Blair, Vanderbilt Law School
5 Lucian Bebchuk, Havard Law School
6 Roberta Romano, Yale Law School
7 Ray McGuire, former Vice Chairman, Citigroup
8 Robert H. Mundheim, Shearman & Sterling LLP
Past Law and Entrepreneurship Lectures
10 April 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.
13 November 2018
Intellectual Property – the New Global Currency
Osagie Imasogie LLM’85, Senior Managing Partner, Phoenix IP Ventures
17 January 2018
Immersive Computing @ Google
Matthew Apfel, Director, VR Video, Google, Inc.
25 October 2017
Game Changers: Transformation of Sports Media (and a Career)
Bill Koenig, President of Global Content and Media Distribution, National Basketball Association
12 April 2017
A Banker’s Perspective on M&A
Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC
26 October 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
9 Neil Grimmer, Roy Liguori, Keely Stewart, Frederick Alexander, Bart Houlahan
10 Steven T. Shapiro
11 John Finley
12 J. Haig Farris
13 Adam Aron
14 David Perla
Past Distinguished Jurist Lectures
15 Hon. Thomas Ambro
16 Hon. J. Travis Laster
17 Antonio Weiss
18 Hon. Barrington D. Parker, Jr.
19 Hon. John W. Noble
20 Hon. Jed S. Rakoff
22 Daniel K. Tarullo
22 Hon. Leo E. Strine, Jr.
23 Hon. William B. Chandler III
ACADEMIC EVENTS
The Institute for Law and Economics organizes a variety of symposia.
For over fifteen years, ILE has sponsored an annual conference on Law and Finance jointly with the Wharton School’s Financial Institutions Center and NYU’s Pollack Center for Law and Business. With the Wharton School, and the Department of Economics, ILE has also sponsored the ILE/Wharton Finance series, providing an opportunity for faculty and advanced students from the Law School, to come together around an area of common interest and strengthening ILE’s core academic relationships. Due to the pandemic, neither the Penn/NYU Conference on Law and Finance nor the ILE/Wharton Finance seminars were held this year. ILE expects that both programs will be reinstituted in the coming year.
During the 2020-2021 academic year, ILE hosted a new series of (virtual) academic workshops. The workshops, which were targeted at junior and mid-level academics, showcased emerging scholars and offered presenters the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise.
ACADEMIC WORKSHOPS
During the 2020-2021 academic year, ILE hosted a new series of (virtual) academic workshops. The workshops, which were targeted at junior and mid-level academics, offered presenters the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise.
THURSDAY, DECEMBER 3, 2020
Coalitions Among Plaintiffs’ Attorneys in Securities Class Actions
Jessica Erickson, Professor of Law, University of Richmond School of Law
co-authors:
Stephen Choi, Murray and Kathleen Bring Professor of Law, NYU Law School
Adam Pritchard, Frances and George Skestos Professor of Law, University of Michigan Law School
THURSDAY, FEBRUARY 4, 2021
Capital Discrimination
Ann Lipton, Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, Tulane University Law School
FRIDAY, FEBRUARY 12, 2021
Deal Networks
Matthew Jennejohn, Professor of Law, BYU J. Reuben Clark Law School
FRIDAY, MARCH 12, 2021
“Public” Mutual Funds
Jeff Schwartz, William Leary Professor of Law, University of Utah, S.J. Quinney College of Law
THURSDAY, APRIL 15, 2021
Collaborative Intent
Cathy Hwang, Professor of Law, University of Virginia School of Law
1 Jessica Erickson, University of Richmond School of Law
2 Anne Lipton, Tulane University Law School
3 Matthew Jennejohn, BYU J. Reuben Law School
4 Jeff Schwartz, University of Utah, S.J. Quinney College of Law
5 Cathy Hwang, University of Virginia School of Law
PENN/NYU CONFERENCE ON LAW AND FINANCE
FEBRUARY 7-8, 2020
University of Pennsylvania Carey 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 Carey Law School
Itay Goldstein, The Wharton School, University of Pennsylvania
David Yermack, Stern School of Business, New York University
Session I
Irrelevance of Governance Structure
Zohar Goshen, Columbia University Law School; Ono Academic College Faculty of Law
Doron Levit, The Wharton School; European Corporate Governance Institute
commentator
Denis Gromb, HEC Paris
moderator
Lawrence A. Hamermesh, University of Pennsylvania Carey Law School
Session II
Active Short Selling by Hedge Funds
Vyacheslav Fos, Boston College, Carroll School of Management; European Corporate Governance Institute; Centre for Economic Policy Research
Ian Appel, Boston College, Carroll School of Management
commentator
Marcel Kahan, New York University School of Law
moderator
Itay Goldstein, The Wharton School
Special Session
Tribute to the Hon. William T. Allen
comments
Hon. Collins J. Seitz, Chief Justice, Delaware Supreme Court
Reinier Kraakman, Harvard Law School
David Yermack, Stern School of Business, New York University
Session III
Contractual Complexity in Debt Agreements: The Case of EBITA
Adam B. Badawi, UC Berkeley School of Law
Elisabeth de Fontenay, Duke University School of Law
commentator
Michael Roberts, The Wharton School
moderator
Stephen Choi, New York University School of Law
Session IV
Institutional Trading Around M&A Announcements
Eliezer M. Fich, Drexel University, Department of Finance
Viktoriya Lantushenko, St. Joseph’s University
Clemens Sialm, University of Texas at Austin, McCombs School of Business; National Bureau of Economic Research; AQR Capital Management, LLC
commentator
John Coates, Harvard Law School
moderator
William W. Bratton, University of Pennsylvania Carey Law School
Session V
The Rise of Permanent Capital: Private Equity in the Insurance Industry
Divya Kirti, International Monetary Fund
Natasha Sarin, University of Pennsylvania Carey Law School
commentator
Shan Ge, Stern School of Business, New York University
moderator
David Yermack, Stern School of Business, New York University
Session VI
Dissecting Bankruptcy Frictions
Winston Dou, The Wharton School
Luke Taylor, The Wharton School
Wei Wang, Queen’s University, Smith School of Business
Wenyu Wang, Indiana University, Kelley School of Business
commentator
Anthony J. Casey, The University of Chicago Law School
moderator
Elizabeth Pollman, University of Pennsylvania Carey Law School
Session VII
Bankruptcy Claim Dischargeability and Public Externalities: Evidence from a Natural Experiment
Michael Ohlrogge, New York University School of Law
commentator
Ben Iverson, Brigham Young University Marriott School of Management
moderator
Jill E. Fisch, University of Pennsylvania Carey Law School
Session VIII
Regulatory Intensity
Joseph Kalmenovitz, Stern School of Business, New York University
commentator
Katherine Litvak, Northwestern University Pritzker School of Law
moderator
David Zaring, The Wharton School
1 Anthony Casey, The University of Chicago Law School
2 Shan Ge, Stern School of Business, New York University
3 John Coates, Harvard Law School
4 Elisabeth de Fontenay, Duke University School of Law
5 Reinier Kraakman, Harvard Law School.
6 Chief Justice Collins J. Seitz, Delaware Supreme Court
7 Itay Goldstein, The Wharton School
8 Marcel Kahan, New York University School of Law; Ryan Bubb, New York University School of Law; Frederick Tung, Boston University School of Law; Second row: Anthony Casey, The University of Chicago School of Law; Martin Gelter, Fordham University School of Law; Third Row: Giovanni Patti, NYU Pollack Center for Law & Business; Peter Robau, NYU Pollack Center for Law & Business; Yuliya Guseva, Rutgers Law School
9 Front Row: Doron Levit, The Wharton School; Denis Gromb, HEC Paris; Second Row: Clemens Sialm, University of Texas at Austin – McCombs School of Business; Third Row: Frederick Tung, Boston University School of Law; David Yermack, Stern School of Business, New York University; Fourth Row: Donna Nagy, Indiana University Maurer School of Law
10 Zohar Goshen, Columbia University Law School, Ono Academic College Faculty of Law
11 Front Row: Natasha Sarin, University of Pennsylvania Carey Law School; Enrichetta Ravina, Northwestern University – Kellogg School of Management; Second Row: Yakov Ahmihud, Stern School of Business, New York University; Third Row: Quinn Curtis, University of Virginia School of Law; Richard Hynes, University of Virginia School of Law; Fourth Row: Kathleen Hanley, Lehigh University; Fifth Row: Nadia Jannetta, University of Pennsylvania Carey Law School; Jonathan Lipson, Temple University Beasley School of Law
12 Yesha Yadav, Vanderbilt Law School; Kathleen Hanley, Lehigh University
INSIGHTS FROM REGULATION
SEPTEMBER
17, 2020
Benefitting Ivestors in the Short and Long Term Through Vigorous and Nimble Enforcement
SEC Chairman Jay Clayton L’93, together with SEC Director of Enforcement Stephanie Avakian, kicked off the academic year by joining ILE for a virtual program. Professor Jill Fisch moderated the program. A panel of former SEC enforcement directors followed Chairman Clayton and Director Avakian’s remarks and shared their perspectives and reactions.
Chairman Clayton reflected on the oversight, management, and performance of the Enforcement Division, highlighting a few examples where the work of the Division yielded significant, longterm benefits to U.S. investors, and helped shape the SEC’s regulatory agenda. Director Avakian explained Chairman Clayton’s priorities for the enforcement program as protecting the everyday retail investor and preserving the integrity of our markets. She highlighted that her Division’s work is guided by the overarching principle that vigorous enforcement of the federal securities laws is critical to combat wrongdoing, compensate harmed investors, and maintain confidence in the integrity and fairness of our markets. The Division’s two main goals are: 1) to investigate and recommend to the Commission impactful cases, in areas of importance to the protection of investors, that take into account and address new developments in the securities industry and markets; and 2) to identify and make strategic changes that can help the Division achieve those results more efficiently and effectively.
speakers
Jay Clayton, Chairman, U.S. Securities & Exchange Commission
Stephanie Avakian, Director, SEC Division of Enforcement
panelists
Stephen M. Cutler, Simpson Thacher & Bartlett LLP; Director of Enforcement, 1999-2001
William McLucas, WilmerHale LLP; Director of Enforcement, 1977-1985
Linda Chatman Thomsen, Davis Polk & Wardwell LLP; Director of Enforcement, 2005-2009
Steven Peikin, Director of Enforcement, June 2017-August 2020
1 Jay Clayton, U.S. Securities and Exchange Commission
2 Stephanie Avakian, U.S. Securities and Exchange Commission
3 Linda Chatman Thomsen, Davis Polk & Wardwell LLP
4 William McLucas, WilmerHale LLP
5 Steven Peikin, Former Director of Enforcement
6 Stephen Cutler, Simpson Thacher & Bartlett LLP
CURRICULAR PARTNERSHIPS
FALL 2019 – SPRING 2021
The Institute for Law and Economics engages in curricular partnerships that serve the Law School’s educational mission. 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
Corporate Reorganization
Martin Bienenstock
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
Strategic Equity
Jill E. Fisch and David Erickson
JD/MBA LUNCHEONS
Steven M. Cohen, Chair, Empire State Development
John Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.
Joseph Gatto, Founder and Managing Partner, Orient Point Partners
Roy Katzovicz, Chairman, Saddle Point Management, L.P.
Robert Masella, Shearman & Sterling LLP
John Suydam, Chief Legal Officer, Apollo Global Management, LLC
Jennifer Zachary, Executive Vice President and General Counsel, Merck & Co., Inc.
In addition, we extend our thanks to the many board members who generously contributed their time and expertise as guest speakers in business law courses across the curriculum.
1 Brad Sorrels, Wilson Sonsini Goodrich & Rosati
2 Ian Nussbaum, Cooley LLP
3 Kenneth Guernsey, Cooley LLP
4 William Lafferty, Morris, Nichols, Arsht & Tunnell LLP
5 Kevin Coen, Morris, Nichols, Arsht & Tunnell LLP
6 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP
7 Robert Jackson, New York University School of Law
8 Joel Friedlander, Friedlander & Gorris, P.A.
9 Mark Greene, Cravath, Swaine & Moore LLP
10 Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP
11 Hon. Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz
12 Jill Fisch and Elizabeth Pollman, University of Pennsylvania Carey Law School; John Suydam, Apollo Global Management, LLC
13 Amy Simmerman, Wilson Sonsini Goodrich & Rosati; Elizabeth Pollman, University of Pennsylvania Carey Law School
14 Joseph Gatto, Orient Point Partners; David Abrams, University of Pennsylvania Carey Law School
15 Hon. Leo E. Strine Jr., former Chief Justice, Delaware Supreme Court; Lawrence Hamermesh, University of Pennsylvania Carey Law School; Sarkis Jebejian, Kirkland & Ellis LLP; Richard Aldridge, Morgan Lewis & Bockius LLP
DELAWARE ORAL HISTORY PROJECT AND THE LIPTON ARCHIVE
The Institute has created the Delaware Corporate Law Resource Center, 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.
In addition, building on the success of the Delaware Corporate Law Resource Center, the Institute has unveiled a new affiliated website, “The Lipton Archive.” The Lipton Archive is a living corporate law and governance history site focusing on the thought leadership of Martin Lipton of Wachtell, Lipton, Rosen & Katz. The website offers a searchable index of Lipton’s iconic memos from their inception, as well as all of Lipton’s scholarly articles and a narrative of Lipton’s career and thought leadership.
Together with the Delaware Corporate Law Resource Center, the Lipton Archive enables scholars, teachers, students, and practitioners to conduct research, collect source material for classroom, executive and legal education sessions, and deepen their understanding of the history and traditions of corporate governance.
The website of the Delaware Corporate Law Resource Center can be found at www.law.upenn.edu/delawarecorporatehistory/. The Lipton Archive is available at www.theliptonarchive.org/.
THE DELAWARE ORAL HISTORY PROJECT AND
THE LIPTON ARCHIVE
Five years ago, the Institute embarked upon an exciting long-term project involving the creation of oral histories of the seminal Delaware corporate cases and legislative developments since the general revision of the Delaware General Corporation Law (DGCL) in 1967. The project 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 has prepared a narrative video that presents the background stories of many of the cases. The Institute is proud to announce that, this year, it completed the project with the release of six more narrative videos: ”Omnicare,” “A Tale of Two Paramounts,” “From UOP to MFW: The Evolution of Delaware Freezeout Law,” “Cede v. Technicolor,” “From Household to Airgas,” and “Weinberger v. UOP.” The Delaware Corporate Law Resource Center website, which the Institute created and maintains, makes all these materials publicly accessible at no charge.
The oral history project emerged out of a series of advanced seminars taught by Delaware’s Chief Justice Leo E. Strine, Jr. and Professor Michael Wachter. In previous years, 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 collection to be an invaluable resource for students and scholars.
This resource has been made possible by 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.
In June 2021, building on the success of the Delaware Corporate Law Resource Center, and with substantial support from Wachtell, Lipton, Rosen & Katz, the Institute unveiled a new affiliated website, “The Lipton Archive.” The Lipton Archive is a living corporate law and governance history site focusing on the thought leadership of Martin Lipton of Wachtell, Lipton, Rosen & Katz. The website has a searchable index of Lipton’s iconic memos from their inception and continuing into the future, as Lipton continues to address the emerging issues of this century. In addition, all of Lipton’s scholarly articles, and several of his important yearly writings (e.g., his Spotlight on Boards series) are available in chronological order. The site also has a narrative of Lipton’s career and thought leadership, which contains citations not only to his own work, but also those of leading thinkers with whom he has engaged in constructive dialogue. The site links to the rich materials in the Delaware Corporate Law Resource Center so that scholars, teachers, students, and practitioners may use them to conduct research, collect source material for classroom and executive and legal education sessions, and deepen their understanding of the history and traditions of corporate governance.
pictured on the facing page
1 Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz; Kevin R. Shannon, Potter Anderson & Corroon, LLP; Kenneth J. Nachbar, Morris, Nichols, Arsht & Tunnell LLP; Hon. William B. Chandler, III, Wilson Sonsini Goodrich & Rosati
2 David C. McBride, Young Conaway Stargatt & Taylor, LLP
3 Martin Lipton, Wachtell, Lipton, Rosen & Katz
4 Morton A. Pierce, White & Case LLP
5 Hon. Grover C. Brown, Gordon Founaris & Mammarella, P.A.
6 Thomas J. Allingham, II, Skadden, Arps, Slate, Meagher & Flom LLP; Arthur Dent, Potter Anderson & Corroon, LLP
7 A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell LLP
8 Hon. William T. Allen, Wachtell, Lipton, Rosen & Katz
9 Charles F. Richards, Jr., Richards, Layton & Finger, P.A.
10 Ellisa Optsbaum Habbart, The Delaware Counsel Group LLC
11 Ronald Perelman, MacAndrews & Forbes Incorporated
12 Hon. Jack B. Jacobs, Young Conaway Stargatt & Taylor, LLP; Hon. William T. Allen, Wachtell, Lipton, Rosen & Katz
ILE launched the Women in Business Law Initiative in September 2019. WIBLI aims to promote the development and advancement of women in business law. Its membership consists of a growing network of current University of Pennsylvania Carey Law School students, Law School alumni, members of the ILE Board of Advisors and their firms, judges and other female professionals. WIBLI is supported by community platform established in the summer of 2020. Together with ILE, WIBLI hosted three programs this academic year.
WOMEN IN BUSINESS LAW INITIATIVE
SEPTEMBER 24, 2020
Becoming an Ally: How to Move from Intent to Action
This program, targeted to experienced practitioners, was organized and led by Milana Hogan, Chief Legal Talent Officer, Sullivan & Cromwell LLP, and addressed the important topic of Allyship, including what it means to be an ally, opportunities to be an ally, and how to be an effective ally. Milana was joined by five panelists who talked about the roles that allies have played in their own development, ways that they have been allies to others, and missed opportunities (where they needed allies/could have been better allies).
panelists
Sharon Bowen, Latham & Watkins LLP
Jacquelynne M. Hamilton, Morgan, Lewis & Bockius LLP
Sarkis Jebejian, Kirkland & Ellis LLP
Jia Liu, Associate General Counsel - Corporate, Airbnb, Inc.
Milana Hogan, Chief Legal Talent Officer, Sullivan & Cromwell LLP, led a group discussion on the grit and growth needed to transition from Law School to legal practice. Penn Law alumnae facilitated breakout sessions following the formal program.
APRIL 16, 2021
Succeeding in Your Summer Job
Nicole Runyan (Member of the Hiring Committee at Proskauer Rose LLP) led a group discussion on how to succeed in your summer job. Penn Law alumnae then facilitated small group interactive discussions.
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, as well as the empirical study of insurance litigation. His most recent article, Uncertainty>Risk: Lessons for Legal Thought from the Insurance Runoff Market, uses qualitative empirical research to challenge the connection between insurance and “risk” – the determinable probability of loss – revealing the extent to which insurance functions as an uncertainty-management mechanism. 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 Emeritus Professor Bratton served as Co-Director of ILE from 2010 to 2020, when he took emeritus status. He is presently the de la Cruz Chair in Law & Economics at the University of Miami School of Law. 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 Emeritus
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 specializes in the study of administrative law and regulatory processes, with an emphasis on the empirical assessment of alternative processes and strategies and the role of public participation, technology, and business-government relations in policy-making. He 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, a fellow of the American Bar Foundation, and the chair of the rulemaking committee of the Administrative Conference of the United States. 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, where he founded and chaired the Regulatory Policy Program within the School’s Mossavar-Rahmani Center
for Business and Government. 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 and a director of the European Corporate Governance Institute.
Vincent Glode
Associate Professor of Finance, The Wharton School
Vincent Glode is associate professor of finance at the University of Pennsylvania. He joined 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 Economic Theory, the Journal of Finance, the Journal of Financial Economics, and the Review of Financial Studies and have received best paper awards at multiple conferences. He has served as associate editor at Management Science and the Journal of Empirical Finance and as elected board member of the Finance Theory Group and the Northern Finance Association. At Wharton, Professor Glode teaches Corporate Valuation at the undergraduate and MBA levels, for which he has won several teaching awards. He has served on Wharton’s Teaching Excellence Committee, the MBA program’s Executive Committee, and the Dean’s Advisory Council. He is 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 has been the Executive Editor of the Review of Financial Studies since 2018 before which he was an editor 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. Professor Goldstein is a Research Associate at the National Bureau of Economic Research. He has served as an academic advisor at the Federal Reserve Banks of New York, Philadelphia, and Richmond, the Bank of Canada, the Bank for International Settlements, and the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group and served as a director of the American Finance Association, the Western Finance Association, and the Financial Intermediation Research Society. He is a frequent speaker in academic and policy forums around the world, and has acted as keynote speaker in leading academic conferences. 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; 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. From 2013 through 2020, he was 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 also served as chair of the Board of Directors of the Music School of Delaware from 2018 to 2020.
Richard J. Herring
Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center
Richard J. Herring is the founding director of the Wharton Financial Institutions Center, one of Wharton’s largest research centers. From 2000 to 2006, he served as the Director of the Lauder Institute of International Management Studies and from 1995 to 2000, he served as Vice Dean and Director of Wharton’s Undergraduate Division. During 2006, he was a Professorial Fellow at the Reserve Bank of New Zealand and Victoria University.
He is the author of more than 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.
ASSOCIATE FACULTY
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
Professor Dave Hoffman is a widely-cited scholar who focuses his research and teaching on contract law. His work is typically interdisciplinary, built through collaboration with co-authors from a variety of fields. One recent set of papers examined the technical and legal aspects of transactions occurring on and through blockchains. Other work, using qualitative and experimental methods, focuses on how individuals experience contracting online, and what extra-legal goals firms might seek to accomplish using the “terms and conditions.” He has also engaged in the national conversation sparked by the #metoo movement, publishing a paper with a Penn Law student that argues that nondisclosure clauses in employment contracts violate public policy. His current projects include the building and analysis of a dataset consisting of hundreds of thousands of Philadelphia residential leases, as well as developing a theory of externalities in contract doctrine.
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).
Herbert Hovenkamp
James G. Dinan University Professor
Herbert Hovenkamp is a Fellow of the American Academy of Arts and Sciences, and in 2008 won the Justice Department’s John Sherman Award for his lifetime contributions to antitrust law. In 2012, he served on the ABA’s Committee to advise the President-elect on antitrust matters. His principal writing includes The Opening of American Law: Neoclassical Legal Thought, 1870-1970 (Oxford, 2015); Antitrust Law (formerly with Phillip E. Areeda and Donald F. Turner) (22 vols., Aspen 2008-18); Principles of Antitrust (West, 2017); Creation Without Restraint: Promoting Liberty and Rivalry in Innovation (Oxford, 2012, with Bohannan); The Making of Competition Policy (Oxford, 2012, with Crane); The Antitrust Enterprise: Principle and Execution (Harvard, 2006); Federal Antitrust Policy: The Law of Competition and Its Practice (West, 5th ed. 2015); IP and Antitrust (2 vols., Aspen, 2017, with Janis, Lemley, Leslie, and Carrier); and Enterprise and American Law, 1836-1937 (Harvard, 1991). He has also co-authored casebooks in antitrust, property law, and a free open source casebook on innovation and competition policy. He has consulted on numerous antitrust cases for various government entities and private plaintiffs.
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 and 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 Emeritus
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 former Director and Vice-President 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 and as a U.S. delegate for the Cape Town Convention Mining, Agricultural and Construction Equipment Protocol at the Diplomatic Conference in Pretoria. His current research centers on intermediated securities and financial infrastructure, digital assets legal issues, harmonized choice-of-law rules, comparative law, bankruptcy law, and secured transactions law.
David K. Musto
Ronald O. Perelman Professor in Finance, The Wharton School
David K. Musto is the Ronald O. Perelman Professor in Finance at the Wharton School, where he has been on the faculty since 1995. He has a B.A. from Yale University and a Ph.D. from the University of Chicago, and between college and graduate school he worked for Roll and Ross Asset Management in Los Angeles. He is an Associate Editor of the Journal of Finance. Most of his work, both theoretical and empirical, is in the area of consumer financial services, mutual funds and consumer credit in particular. He has also published work on corporate and political voting, option pricing, short selling, and cross-border taxation.
Gideon Parchomovsky
Robert G. Fuller, Jr. Professor of Law
Professor Parchomovsky received his LL.B. from the Hebrew University of Jerusalem in 1993, his LL.M. from the University of California at Berkeley in 1995, and his S.J.D. from Yale Law School in 1998. Prior to joining the Penn Law faculty in fall 2002, Professor Parchomovsky served as an Associate Professor at Fordham Law School and a Visiting Lecturer at Yale Law School. His research interests include intellectual property law and property theory. His recent work focuses on unlocking synergies among sub-fields of intellectual property and devising innovative mechanisms for protecting property entitlements.
ASSOCIATE FACULTY
Elizabeth Pollman
Professor of Law; Co-Director; Institute for Law and Economics
Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the system of U.S. public company governance, venture-backed startups, securities fraud, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights. She is an active member of the Corporate Laws Committee of the American Bar Association and has served on the National Business Law Scholars Conference Board and the AALS Business Associations Executive Committee.
Before joining the Penn Law faculty, Pollman taught at Loyola Law School, Los Angeles, and was a visiting professor at the University of Sydney and UC Berkeley School of Law. She was previously a fellow at the Rock Center for Corporate Governance at Stanford Law School. She practiced law at Latham & Watkins in Silicon Valley and Los Angeles and served as a clerk for Judge Raymond C. Fisher of the Ninth Circuit Court of Appeals. She earned both her BA and JD, with distinction, from Stanford University.
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 the investment performance of collateralized loan obligations and 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.
Amy Sepinwall
Associate Professor of Legal Studies and Business Ethics, The Wharton School
Professor Sepinwall has two research streams. The first interrogates notions of complicity within institutions and in the commercial sphere. She is especially interested in cases where exercises of conscience threaten civic equality, as where businesses seek to refuse service to LGBTQ individuals. The second addresses the moral and legal status of corporations, with a particular focus on corporate constitutional rights and corporate criminal liability. Professor Sepinwall’s works have been published in venues such as the University of Chicago Law Review, Washington University Law Review, Minnesota Law Review, Hastings Law Journal, Journal of Corporation Law, Business Ethics Quarterly, and Philosophy Compass
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 was 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 & 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), the University of Pennsylvania Law School (fall 1997), Georgetown University Law Center (fall 2004), NYU School of Law (fall 2013), and Harvard Law School (spring 2015). 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. He has served on the oversight board for Puerto Rico since 2016.
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 Emeritus
Professor Wachter received his Ph.D. in economics from Harvard University and joined the Penn faculty in 1970. He 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 served as a Director of the Institute for Law and Economics from 1985 until his retirement in May 2020. 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 has been a member of the Financial Research Advisory Committee of the Office of Financial Research of the U.S. Department of Treasury and currently serves on the Bureau of Economic Analysis, Department of Commerce, Advisory Committee.
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.
David Zaring
Professor of Legal Studies & Business Ethics, The Wharton School
David Zaring is Associate Professor in the Legal Studies and Business Ethics Department at the Wharton School. He writes at the intersection of financial regulation, international law, and administrative law. He has written over fifty articles on those subjects, along with a monograph on The Globalized Governance of Finance. In addition to teaching at Wharton, he has taught at the Bucerius, Cambridge, Penn, Vanderbilt, and Washington & Lee law schools.
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/pennlawecon.html).
Faculty appointments are in the University of Pennsylvania Carey Law School unless otherwise noted.
David Abrams, Professor of Law, Business Economics, and Public Policy
The Law and Economics of Stop-and-Frisk, 46 Loy. L. Rev. 369 (2014).
Tom Baker, William Maul Measey Professor of Law and Health Sciences
The Pandemic and the Past & Future of Insurance Law & Practice (with K. Abraham), __ DePaul L. Rev. __ (Clifford Symposium)(2021).
Uncertainty > Risk: Lessons for Legal Thought from the Insurance Runoff Market, 62 Boston College L. Rev. 59 (reviewed in Jotwell)(2020).
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).
William W. Bratton, Nicholas F. Gallicchio Professor of Law Emeritus
Corporate Finance: Cases and Materials (Foundation Press, 9th ed. 2021).
Corporate Law and The Myth of Efficient Market Control (with S. Sepe), 105 Cornell L. Rev. 675 (2020).
Collected Lectures and Talks on Corporate Law, Legal Theory, History, Finance, and Governance, 42 Seattle U. L. Rev. 756 (2019).
Howard F. Chang, Earle Hepburn Professor of Law Emeritus
The Economics of Immigration Reform, 52 UC Davis L. Rev. 111 (2018).
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science
AI in Adjudication and Administration (with L. Ben Dor), __ Brook. L. Rev. (forthcoming).
Administrative Law in the Automated State, Dædalus (forthcoming).
Algorithmic Administrative Justice (with S. Appel), The Oxford Handbook of Administrative Justice (Oxford University Press, Marc Hertogh, Richard Kirkham, Robert Thomas and Joe Tomlinson, eds., forthcoming).
Compliance Management Systems: Do They Make a Difference? (with J. Nash), Cambridge Handbook of Compliance (Cambridge University Press, D. Daniel Sokol & Benjamin van Rooij, eds., forthcoming).
The Regulator’s Handbook (Brookings Institution Press, forthcoming).
Who Wins, Who Loses: Inequality and the Distribution of Regulatory Impacts (Brookings Institution Press, forthcoming).
Improving the World Through Better Regulatory Law and Policy (Edward Elgar, forthcoming).
Unrules (with G. Scheffler and D. Walters), 73 Stan. L. Rev. 885 (2021).
What Regulators Can Learn from Global Health Governance, 16 Global Health Governance 14 (2021).
Contracting for Algorithmic Accountability (with E. Lampmann), 6 Admin. L. Rev. Accord 175 (2021).
Algorithmic Regulation: Machine Learning as Governance Tool, The Algorithmic Society: Power, Knowledge and Technology in the Age of Algorithms 35-52 (Routledge, Marc Schuilenburg & Rik Peeters, eds., 2021).
Administrative Law in a Time of Crisis: Comparing National Responses to COVID-19 (with N. Mahboubi), 73 Admin. L. Rev. 1 (2021).
Algorithmic Governance and Administrative Law (with S. Appel), Cambridge Handbook on the Law of Algorithms: Human Rights, Intellectual Property, Government Regulation 162-181 (Cambridge University Press, Woodrow Barfield ed., 2021).
Environmental Soft Law as a Governance Strategy, 61 Jurimetrics19 (2020) (peer-reviewed).
Law as Scapegoat, The Crisis of Confidence in Legislation 337-365 (Hart/Nomos, Maria De Benedetto, Nicola Lupo & Nicoletta Rangone, eds., 2020).
Social Science and the Analysis of Environmental Policy (with S. Starobin), 37 Rev. of Pol’y Res. 573 (2020)(peer-reviewed).
Litigating EPA Rules: A Fifty-Year Retrospective of Environmental Rulemaking in the Courts (with D. Walters), 70 Case W. Res. L. Rev. 1007 (2020).
Whither the Regulatory ‘War on Coal’? Scapegoats, Saviors, and Stock Market Reactions (with D. Walters), 47 Ecology L.Q. 1 (2020).
Illuminating Regulatory Guidance, 9 Mich. J. Envtl. & Admin. L. 243 (2020).
Management-Based Regulation (with S. Starobin), in Policy Instruments in Environmental Law 292-307 (Kenneth R. Richards and Josephine van Zeben, eds. Edward Elgar 2020).
Deceptive Deregulation (with N. Sarin and S. Shapiro), The Regulatory Review (November 2, 2020)
The Government’s Hidden Superpower: ‘Unrules’ (with G. Scheffler and D. Walters), Fortune (October 30, 2020).
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics
Do ESG Mutual Funds Deliver on Their Promises? (with Q. Curtis & A. Robertson), __ Mich. L. Rev. __ (forthcoming 2021).
Should Corporations Have a Purpose? (with S. Davidoff Solomon), 99 Tex. L. Rev. 1309 (2021).
Power and Statistical Significance in Securities Fraud Litigation (with J. Gelbach), 11 Harv. Bus. L. Rev. 55 (2021).
Trust, financial literacy, and financial market participation (with J. Seligman), __ J. Pens. Econ. & Fin. __ (forthcoming 2021).
The “Value” of a Public Benefit Corporation (with S. Davidoff Solomon), Research Handbook on Corporate Purpose and Personhood (Elgar, Elizabeth Pollman & Robert B. Thompson, eds., forthcoming 2021).
Shareholder Collaboration (with S. Sepe), 98 Tex. L. Rev. 683 (2020).
Defined Contribution Plans and the Challenge of Financial Illiteracy (with A. Lusardi & A. Hasler).
105 Cornell L. Rev. 741 (2020).
The Uncertain Stewardship Potential of Index Funds in Global Shareholder Stewardship: Complexities, Challenges and Possibilities (Cambridge University Press, Dionysia Katelouzou & Dan W. Puchniak eds., forthcoming 2020).
The New Titans of Wall Street: A Theoretical Framework for Passive Investors (with A. Hamdani & S. Davidoff Solomon), 168 U. Pa. L. Rev. 73 (2019) — selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2019.
Mootness Fees (with M. Cain, S. Davidoff Solomon & R. Thomas), 72 Vand. L. Rev. 1777 (2019).
Centros, California’s “Women on Boards” Statute and the Scope of Regulatory Competition (with S. Davidoff Solomon), 20 Eur. Bus. Org. L. Rev. 493 (2019).
The Problem of Sunsets (with S. Davidoff Solomon), 99 B.U. L. Rev. 1057 (2019).
The Myth of Morrison: Securities Fraud Litigation Against Foreign Issuers (with R. Bartlett & S. Davidoff Solomon), 74 Bus. Law. 1967 (2019).
Is Sustainability Disclosure Sustainable?, 107 Geo. L. J. 923 (2019).
Vincent Glode, Associate Professor of Finance, The Wharton School
Over-the-Counter vs. Limit-Order Markets: The Role of Traders' Expertise (with C. Opp), 33 Rev. Fin. Stud. 866 (Feb. 2020).
Voluntary Disclosure in Bilateral Transactions (with C. Opp and X. Zhang), 175 J. Econ. Th. 652 (May 2018).
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Mutual Fund Flows and Fluctuations in Credit and Business Cycles (with A. Ben-Rephael and J. Choi), 139:1 J. Fin. Econ. 84 (Jan. 2021).
Credit Rating Inflation and Firms’ Investments (with C. Huang), 75:6 J. Fin. 2929 (Dec. 2020).
Monetary Stimulus and Bank Lending, (with I. Chakraborty & A. MacKinlay), 136:1J. Fin. Econ. 189 (Apr. 2020).
Good Disclosure, Bad Disclosure (with L. Yang), 131:1 J. Fin. Econ. 118 (Jan. 2019).
Lawrence A. Hamermesh, Executive Director, Institute for Law & Economics; Professor Emeritus, Widener University Delaware Law School (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011)
A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, 45 Del. J. Corp. L. 125 (2020).
Delaware Corporate Fiduciary Law: Searching for the Optimal Balance (with L. Strine, Jr.), in Oxford Handbook of Fiduciary Law (Oxford Univ. Press, Evan J. Criddle, Paul B. Miller, and Robert H. Sitkoff, eds., 2019).
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).
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 Financial Regulation: Essays in Honor of George Kaufman, World Scientific (2018).
David Hoffman, Professor of Law, University of Pennsylvania Law School
The Social Cost of Contract (with C. Hwang), 121 Colum. L. Rev. 979 (2021).
Transactional Scripts in Contract Stacks, 105 Minn. L. Rev. 319 (2020).
Hushing Contracts (with E. Lampmann), 97 Wash U L. Rev. 165 (2019).
Coin-Operated Capitalism (with S. Cohney, J. Sklaroff and D. Wishnick), 119 Colum. L. Rev. 591 (2019).
Robert W. Holthausen, The Nomura Securities Co. Professor, Professor of Accounting and Finance, The Wharton School
Corporate Valuation: Theory, Evidence and Practice (with M. Zmijewski)(Cambridge Business Publishers, 2nd edition, 2020).
Herbert Hovenkamp, James G. Dinan University Professor
Antitrust Law (with the late P. Areeda & the late D. Turner) (New York: Kluwer/Aspen, 21 volumes, 4th & 5th editions, 2021).
Federal Antitrust Policy: The Law of Competition and its Practice (West Academic Hornbook Series, 6th ed., 2020).
IP and Antitrust: Aa analysis of Antitrust Principles Applied to Intellectual Property Law (with M.
Janis, M. Lemley, C. Leslie, & M. Carrier) (Kluwer/Aspen, 3d ed., 2017-2020).
Antitrust and Platform Monopoly, 130 Yale L.J. (forthcoming 2021).
Digital Cluster Markets, Colum. Bus L. Rev. (forthcoming 2021).
Vertical Control, NYU L. Rev. Online (forthcoming 2021).
Antitrust Harm and Causation, Wash. Univ L. Rev. __ (forthcoming 2021).
The Looming Crisis in Antitrust Economics, 101 B.U.L. Rev. 489 (2021).
Framing the Chicago School of Antitrust Analysis (with F. Scott Morton), 168 U. Pa. L. Rev. 1843 (2020).
FRAND and Antitrust, 105 Cornell L. Rev. 1683 (2020).
Statement to House Judiciary Committee Inquiry into Competition in Digital Markets (2020).
Apple vs. Pepper: Rationalizing Antitrust’s Indirect Purchaser Rule, 120 Colum. L. Rev. Forum 14 (2020).
Platforms and the Rule of Reason: the American Express Case, 2019 Colum. Bus. L. Rev. 35 (2019).
Is Antitrust’s Consumer Welfare Principle Imperiled?, 45 J. Corp. L. 65 (2019).
Regulation and the Marginalist Revolution, 71 FL. L. Rev. 455 (2019).
Anticompetitive Mergers in Labor Markets (with I. Marinescu), 94 Ind. L.J. 1031 (2019).
Robert P. Inman, Richard King Mellon Professor of Finance (Emeritus); Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School
Democratic Federalism: Economics, Politics, and Law of Federal Governance. (with D. Rubinfeld) (Princeton University Press, 2020).
Deterring Property Tax Delinquency in Philadelphia: an Experimental Evaluation of Nudge Strategies, 72.3 Nat’l Tax J. 479 (2019).
Jonathan Klick, Professor of Law Review of the Literature on Diversity on Corporate Boards, Amer. Enterprise Inst. Monograph (2021).
Is the Digital Economy Too Concentrated?, Global Antitrust Institute, Report on the Digital Economy (2020).
Requiem for a Paradox: The Dubious Rise and Inevitable Fall of Hipster Antitrust (with J. Wright, E. Dorsey, and J. Rybnicek), 51:1 Ariz. St. L.J. 293 (2019).
Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy
Steiner v. Utah: Designing a Constitutional Remedy (with R. Mason) 95 Tax Notes State 845 (2020).
Why the Supreme Court Should Grant Certiorari in Steiner v. Utah (with R. Mason) 95 Tax Notes State 377 (2020).
The Tax Cut and Jobs Act’s Incorporation “Incentives,” Issue Brief, Penn Wharton Public Policy Initiative, vol. 7, no. 8, October 2019.
The Dormant Foreign Commerce Clause After Wynne (with R. Mason), 39 Va. L. Rev. 357 (2020).
The TCJA and the Questionable Incentive to Incorporate, Part 2, 162 Tax Notes 1447 (2019).
The TCJA and the Questionable Incentive to Incorporate, 162 Tax Notes 977 (2019).
George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences
Learning under Diverse Views: Model-Based Inference, 110 Amer. Econ. Rev. 1464 (2020).
The Curse of Long Horizons (with V. Bhaskar), 82 J. of Mathematical Econ. 74 (2019).
Modeling Strategic Behavior, World Scientific (2019).
Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law Emeritus
Beyond Intermediation: A New (FinTech) Model for Securities Holding Infrastructures, 22 U. Pa. J. Bus. L. 386 (2020).
An Essay on Pluralism in Financial Infrastructure Design: The Case of Securities Holding in the United States, in Financial Market Infrastructure: Law and Regulation (Jens-Hinrich Binder & Paolo Saguato Eds., Oxford University Press, forthcoming 2020).
Lost in Transplantation? Modern Principles of Secured Transactions Law as Legal Transplants, in Secured Transactions Law in Asia: Principles, Perspectives and Reform (Louise Gullifer & Dora Neo Eds., Oxford, Hart Publishing, forthcoming 2020)
David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School
Contracts with (Social) Benefits: The Implementation of Impact Investing (with C. Geczy, J. Jeffers, and A. Tucker), J. Fin Econ. (forthcoming).
Commercial Paper, chapter in Handbook of Fixed Income Securities, (Ninth Ed., Frank Fabozzi, editor, forthcoming).
Robo-Advisors and the Growth of Index-Fund Investing, Fin Plan. Rev., (forthcoming).
Gideon Parchomovsky, Robert G. Fuller Jr. Professor of Law
The Agent’s Problem (with A. Eckstein), 70 Duke L. J. __ (forthcoming 2020).
Corporate Law for Good People (with Y. Feldman & A. Libson), 115 Nw. U. L. Rev. __ (forthcoming 2020).
Reversing the Fortunes of Active Funds (with A. Libson), 99 Texas L. Rev. (forthcoming 2019).
Toward a Horizontal Fiduciary Duty in Corporate Law (with A. Eckstein), 102 Cornell L. Rev. 1319 (2019).
Toward the Personalization of Copyright Law (with A. Libson), 86 U. Chi. L. Rev. 527 (2019).
Elizabeth Pollman, Professor of Law; Co-Director; Institute for Law and Economics
The Supreme Court and the Pro-Business Paradox, Harv. L. Rev. ____ (forthcoming 2021).
The Corporate Governance Machine (with D. Lund), 121 Colum. L. Rev. _ (forthcoming 2021).
Research Handbook on Corporate Purpose and Personhood (Elizabeth Pollman & Robert B. Thompson eds., Edward Elgar Publishing forthcoming 2021).
The History and Revival of the Corporate Purpose Clause, 99 Tex. L. Rev. 1423 (2021).
Private Company Lies, 109 Geo. L.J. 353 (2020).
Fiduciary Law and the Preservation of Trust in Business Relationships (with B. Broughman & D. G. Smith), in Fiduciaries and Trust: Ethics, Politics, Economics and Law (P. B. Miller & M. Harding eds., Cambridge 2020).
Corporate Oversight and Disobedience, 72 Vand. L. Rev. 2013 (2019) (Symposium: "Corporate Accountability").
Corporate Disobedience, 68 Duke L.J. 709 (2019)
Business Organizations: A Contemporary Approach (with A. Palmiter & F. Partnoy) (3d ed., West 2019).
Startup Governance, 168 U. Pa. L. Rev. 155 (2019).
Tech, Regulatory Arbitrage, and Limits, 20 Eur. Bus. Org. L. Rev. 567 (2019) (Oxford Business Law Symposium: “Centros and European Corporate Law: Twenty Years of Living Dangerously”).
Corporate Governance Beyond Economics, in Corporate Contract in Changing Times: Is The Law Keeping Up? (University of Chicago Press, S. Davidoff Solomon & R. Stuart Thomas eds., 2019).
Quasi Governments and Inchoate Law: Berle’s Vision of Limits on Corporate Power, 42 Seattle U. L. Rev. 617 (2019) (Berle X Symposium: “Berle and His World”).
Social and Asocial Enterprise, in The Cambridge Handbook of Social Enterprise Law (Cambridge University Press, B. Means & J. Yockey eds., 2018).
Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School
The Complexity of the Consumer Problem (with I. Gilboa and D. Schmeidler), __ Res. in Econ. (forthcoming).
On the Welfare Cost of Consumption Fluctuations in the Presence of Memorable Goods (with R. Hai and D. Krueger), __ Quantitative Econ. (forthcoming).
Observational Implications of Non-Exponential Discounting (with S. Morris), 71(2) Revue Economique 313 (2020).
What are Axiomatizations Good For? (with I. Gilboa, L. Samuelson and D. Schmeidler), 86 Theory and Decision 339 (2019).
Economics: Between Prediction and Criticism (with I. Gilboa, L. Samuelson & D. Schmeidler), 59 Int'l Econ. Rev. 367 (2018).
Laws and Authority (with G. Mailath & S. Morris), 71:1 Res. Econ. 32 (2018).
Michael R. Roberts, William H. Lawrence Professor of Finance, The Wharton School
This History of the Cross-Section of Stock Returns (with J. Linnainmaa), 31:7 Rev. Fin. Stud. 2606 (2018).
Amy Sepinwall, Associate Professor of Legal Studies and Business Ethics, The Wharton School (Re)-Imagining Executive Criminal Liability, J. Corp. L. __ (forthcoming 2022).
Conscience in Commerce, Conn. L. Rev. __ (forthcoming 2021).
Collective Goods and the Court, 97 Wash. U. L. Rev. 637 (2020) (with Eric Orts).
Reed Shuldiner, Alvin L. Snowiss Professor of Law
Marginal Rates Under the TCJA, 159 Tax Notes 1911 (June 25, 2018).
Was the AMT Effectively Repealed?, 159 Tax Notes 495 (April 23, 2018).
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law
The Corporation as Trinity, __ Seattle U. L. Rev. (forthcoming 2022).
Distorted Choice in Corporate Bankruptcy, 130 Yale L.J. 366 (2020).
Lucian (Luke) Taylor, Associate Professor of Finance, The Wharton School
Dissecting Bankruptcy Frictions (with W. Wei Dou, Wei Wang, and Wenyu Wang), __ J. Fin. Econ. __ (forthcoming 2021).
Sustainable Investing in Equilibrium (with L. Pastor & R. Stambaugh), __ J. Fin. Econ. (forthcoming 2020).
Fund Tradeoffs (with L. Pastor & R. Stambaugh), 138 J. Fin. Econ. 614 (2020).
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics Emeritus
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies (with L. Hamermesh), 73 Bus. Law 961 (Fall 2018).
The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation (with L. Hamermesh), 42 J. Corp. 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
GSEs: Their Viability as Public Utilities (with R. Cooperstein and K. Fears), 31:1 Housing Pol'y Debate 33 (Feb. 2021).
The Mortgage Market as a Stimulus Channel in the Covid-19 Crisis (with E. Golding, L. Goodman, and R. Green), 31:1 Housing Pol'y Debate 66 (Feb. 2021).
Price Discovery Limits in the Credit Default Swap Market in the Financial Crisis (with A. Pavlov and E. Schwartz), 62:2 J. of Real Est. Fin. and Econ. 165 (February 2021).
Flood Risk and the U.S. Housing Market (C. Kousky, H. Kunreuther, and M. LaCour-Little), 29:1 J. of Housing Res. S23 (Nov. 2020).
Why the Ability-to-Repay Rule is Vital to Financial Security (with P. McCoy), 108:3 Georgetown L. Rev. 649 (Mar. 2020).
Mortgage Risk Premiums during the Housing Bubble (with A. Levitin & D. Lin), 60 J. of Real Est. Fin. & Econ. 421 (2020).
Endowments and Minority Homeownership (with A. Acolin & D. Lin), 21:1 Cityscape 5 (Mar. 2019).
Amy Wax, Robert Mundheim Professor of Law
The Third Parent Problem: Obergefell and Parent-Child Relations, forthcoming in the Nat'l Aff (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. Pol. (forthcoming, Summer 2018).
The Perils of the Quest for Equal Results, First Things (forthcoming 2018).
Bilge Yilmaz, Wharton Private Equity Professor, Professor of Finance, The Wharton School Regulating a Model (with Y. Leitner), 131:2 J. of Fin. Econ. 251 (2019).
Authority, Consensus and Governance (with A Chakraborty), 30:12 Rev. of Fin. Stud. 4267 (2017).
David Zaring, Professor of Legal Studies & Business Ethics, The Wharton School
Modernizing the Bank Charter, 61 Wm. & Mary L. Rev. 1397 (2020).
The Foreign Affairs of the Federal Reserve (with P. Conti-Brown), 44 J. Corp. L. 665 (2019).
The Federal Deregulation of Insurance, 97 Tex. L. Rev. 125 (2018).
Funding for the Institute for Law and Economics comes from a diverse group of individuals, law firms, corporations, and foundations who endorse our work each year. We are pleased and privileged to recognize and thank the ILE contributors 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
Robert L. Friedman
Joseph Frumkin and Sullivan & Cromwell LLP
Wachtell, Lipton, Rosen & Katz
Sponsors
$10,000 to $24,999
Analysis Group
Apollo Management, L.P.
Bernstein Litowitz Berger & Grossmann LLP
Martin J. Bienenstock
Cadwalader, Wickersham & Taft LLP
Steven M. Cohen Cooley LLP
Cornerstone Research
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
Freshfields Bruckhaus Deringer
Eduardo Gallardo
Joseph D. Gatto
Goldman Sachs & Co.
Perry Golkin, Mrs. Donna O’Hara Golkin, and The Perry and Donna Golkin Family Foundation
William R. Harker
Houlihan Lokey
Hughes Hubbard & Reed LLP
Innisfree M&A Incorporated
Sarkis Jebejian and Kirkland & Ellis LLP
Roy J. Katzovicz
Daniel Lee
Ted S. Lodge
MacKenzie Partners, Inc.
Merck & Co., Inc.
Morgan, Lewis & Bockius LLP
Morris, Nichols, Arsht & Tunnell LLP
Potter Anderson & Corroon, LLP
Allan N. Rauch
Richards, Layton & Finger, P.A.
Robinhood
Ropes & Gray LLP
Seyfarth Shaw LLP
Shearman & Sterling LLP
Simpson Thacher & Bartlett LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Vanguard
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
Mary J. Grendell
James A. Ounsworth
Helen P. Pudlin
Richard D. Smith
Institute for Law & Economics
University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104–6204 215.898.7719, www.law.upenn.edu/ile/
September 2021
Jill E. Fisch, Co-Director
Saul A. Fox Distinguished Professor of Business Law 215.746.3454
jfisch@law.upenn.edu
Elizabeth Pollman, Co-Director Professor of Law 215.898.4564
epollman@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
ILE is a leading center for corporate law, governance, business, and finance. It is a joint initiative of the University of Pennsylvania Carey Law School, the Wharton School, and the Department of Economics.
Founded in 1980 by Professor Michael L. Wachter, the Institute was created to advance cross-disciplinary research and bring together academics, lawyers, business leaders, judges, policymakers, and regulators. Our innovative roundtables and conferences serve these goals by provoking in-depth discussions of timely issues. Public lectures and academic workshops further our mission to bridge the gap between academics and practitioners in our key areas of focus.
The Institute for Law and Economics has distinctive 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 the 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 recent years, we have launched a variety of new projects and initiatives. The ILE/Wharton Finance Seminars promote scholarly engagement between law and finance scholars through a series of workshops and dinners. Each year, ILE collaborates with the Wharton School’s Financial Institutions Center and NYU’s Pollack Center for Law and Business to host the Penn/NYU Symposium on Law and Finance, a flagship for the promotion of interdisciplinary research. Our Insights from Practice and Chancery Court Programs explore cutting-edge topics in business and law in small-group seminars and events. The Women in Business Law Initiative aims to promote the advancement of women in the profession. The Delaware Corporate Law Resource Center provides unique resources about the development of corporate law, including oral histories of nearly a half century of iconic decisions of the Delaware courts. The Lipton Archive, collecting the memoranda and scholarship of Martin Lipton, provides another rich resource for research and teaching.
The Institute is led by outstanding Faculty and Directors with active participation and support from its Board of Advisors. Funding for ILE comes from a diverse group of corporations, law firms, foundations, and individuals who endorse our work each year.
