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Message from the Co-Directors
MESSAGE FROM THE DIRECTORS
We are pleased to provide an update on the wonderfully productive 2021-2022 academic year. Although the pandemic continued to pose challenges, we were delighted to host a wide range of exciting programs and to hold many events in person this year.
At the Institute for Law and Economics (ILE), we are guided by our founding mission to provide a venue for high-level conversations about important and timely issues in corporate law and business among practitioners, lawmakers, and academics. ILE’s signature Corporate Roundtables continued our distinctive focus on bridging academia and practice, and as ever, were highlights of the year. The fall and spring Corporate Roundtables each featured two academic papers and a roundtable with a diverse group of experts bringing a variety of perspectives. In the fall, the first paper examined the ESG accountability concern through the lens of voluntary ESG disclosure. The second paper provided an overview of contemporary evidence that climate change and the transition to a net-zero emissions economy presents financial risks that could give rise to director oversight liability. The afternoon panelists discussed recent state and federal developments on ESG. In the spring, the first paper, which studied retail shareholder voting using a nearly comprehensive sample of U.S. ownership and voting records, found evidence that retail shareholders used their voting power to monitor firms and communicate with incumbent boards and management. The second paper argued that asset managers adopt rules that resemble regulation in attempting to shape corporate activity on environmental and social issues and explored the financial incentives that motivate asset managers to do so. The afternoon panel discussed retail shareholders and voting.
In addition to the Corporate Roundtables, we convened a great mix of virtual and in-person events and pushed forward our work on multiple projects and initiatives. Using a format we developed last year in the heart of the lockdown, we hosted a virtual discussion program in which discussion leaders and a limited group of participants engaged in a conversation about shareholder agreements, waivers, and private ordering in corporate law, a conversation inspired by the issuance of the Manti opinion.
ILE also hosted two virtual academic workshops, as well as a half-day in-person academic workshop with four working papers. This series of workshops expanded opportunities for engagement with cutting-edge research and offered presenters the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise.
We resumed the Distinguished Jurist Lecture, which was presented by Penn Law alumnae Justice Karen Valihura (L’88) of the Delaware Supreme Court who provided her perspective on principles that are important in crafting judicial decisions at the appellate level.
Following on last year’s conference on Racial Equity in Corporate Governance, ILE again collaborated with research centers at Columbia Law School and Stanford Law School for a virtual program focused on the steps that boards can take to promote racial equity in public and private companies.
We also celebrated the completion of the Delaware Oral History Project, which was accomplished through the leadership of our Executive Director, Larry Hamermesh. This project, in which many of our Board members have participated, has produced 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. It is linked with The Lipton Archive, a living corporate law and governance history site focusing on the thought leadership of Marty Lipton, which was launched last year with substantial contribution from Wachtell Lipton Rosen & Katz.
ILE also hosted a program on the business characteristics that lend themselves to the public benefit corporation form. The program used the story of how Allbirds became a publicly held public benefit corporation as the starting point for the lively discussion.
Finally, ILE, together with its Women in Business Law Initiative, an effort to promote the development and advancement of women in business law, sponsored two programs this year. The first was a look at the career paths of five successful women lawyers. The second program addressed the gender disparities in M&A.
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 thank Joe for his outstanding fourteen years of service as he steps down as co-chair. Joe has been an incredible leader and his informed and gracious guidance will be missed. We welcome his partner and Penn Law alum Jay Clayton (L’93) as David’s new co-chair and we look forward to benefitting from Jay’s leadership. We are also pleased to welcome a new board member this year: Brian Fahrney, Sidley Austin LLP.
We appreciate your contributions to the Institute’s continued success.
Presidential Professor of Law 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 2022
