Academic Forum on the Intersection of Race and Corporate & Securities Law: 36
Curricular Partnerships: 36
Women in Business Law Initiative: 38
Women in Law & Finance Workshop: 39
Tulane Corporate Law Institute & ABA Business Law Spring Meeting: 39
Pipeline Programs: 41
Lunch and Learn Series: 42
Delaware Clerkship Program: 43
Meet & Greet Programs: 44
Archives: 45
Delaware Oral History Project and The Lipton Archive: 45
Associate Faculty: 46
Publications and Papers: 56
Institute Contributors: 59
MESSAGE FROM THE CO-CHAIRS
The Institute for Law & Economics continues to make significant contributions to scholarship, policy, and practice on important issues that affect our country’s businesses and financial institutions.
With their focus on issues of relevance to the academic, legal, and business communities, ILE’s programs enjoy an outstanding international reputation for excellence enabling cross-disciplinary dialogue at the intersection of academia and practice on a host of matters.
In the upcoming academic year, we expect to have a program on past and future regulation of public and private capital markets. We welcome your views on topics and speakers and anticipate an active year for the intersection of law and economics regardless of the outcome of the November elections.
The ILE also continues to develop and promote its Women in Business Law Initiative, an important component of the Institute’s mission that has been targeting the support and promotion of women to enhance diversity in business and business law. This past year, we welcomed members of the American Bar Association Business Law Section’s Mergers and Acquisitions Committee for a panel discussion on Women in M&A.
On behalf of ILE’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 respective firms who have participated in ILE’s programs – all of which are again being held in-person – and have been a vital part of the programs’ success.
We were pleased to welcome Brian Carney, Managing Director and General Counsel, Litigation and Regulation, at Apollo Global Management, Inc., Eric M. Feinstein, partner at Wachtell, Lipton, Rosen & Katz, Peter E. Kazanoff, partner at Simpson Thacher & Bartlett LLP, Alyssa Ronan, partner at Potter Anderson & Corroon LLP, and Jeroen van Kwawegen, partner at Bernstein Litowitz Berger & Grossmann LLP, as new members of our Board of Advisors this year. All are accomplished practitioners who greatly enhance the work of the Institute. We also note that Board member George Casey is now a partner at Linklaters LLP.
All of the members of our Board give generously to ILE, not just financially but also with their time and expertise, and we are grateful for their contributions. Very special thanks must also 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 continuing appreciation to him.
The dedication of our Faculty Co-Directors to all aspects of ILE’s work, and their ability to originate timely programming and attract ideal participants, are the reasons for the continued success of ILE’s programs. The Institute’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 also want to acknowledge the contributions of Norm Powell, our Executive Director, who has just completed his first year with us.
Last, and perhaps most importantly, we’d like to acknowledge the many contributions of Jill E. Fisch, who is stepping down from her formal role as a Faculty Co-Director, leaving the leadership of ILE in the capable hands of Elizabeth Pollman and Lisa M. Fairfax. We look forward to Jill’s continued involvement in ILE’s programming.
JAY CLAYTON EAS ’88, L'93
Sullivan & Cromwell LLP
MARK I. GREENE L’93
Cravath, Swaine & Moore LLP
June 2024
BOARD OF ADVISORS
Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA
William D. Anderson, Jr. Evercore New York, NY
Marshall B. Babson Seyfarth Shaw LLP New York, NY
Martin J. Bienenstock Proskauer Rose LLP New York, NY
Daniel H. Burch MacKenzie Partners, Inc. New York, NY
Brian Carney Apollo Global Management, LLC New York, NY
George A. Casey Linklaters LLP New York, NY
Jay Clayton Co-Chair 2022Sullivan & Cromwell LLP New York, NY
Charles I. Cogut Co-Chair, 2008-2019 Simpson Thacher & Bartlett LLP New York, NY
Steven M. Cohen Blue Raven LLP New York, NY
Raymond J. DiCamillo Richards, Layton & Finger, P.A. Wilmington, DE
John DiTomo Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE
Brian Fahrney Sidley Austin LLP Chicago, IL
Eric M. Feinstein Wachtell, Lipton, Rosen & Katz New York, NY
John G. Finley The Blackstone Group L.P. New York, NY
Joel E. Friedlander Friedlander & Gorris, P.A. Wilmington, DE
BOARD OF ADVISORS
Eric J. Friedman Skadden, Arps, Slate, Meagher & Flom LLP New York, NY
Robert L. Friedman Chair, 2001-2007 The Blackstone Group L.P. New York, NY
Joseph B. Frumkin Co-Chair, 2008-2022 Sullivan & Cromwell LLP New York, NY
Daniel M. Gallagher Robinhood Washington, D.C.
Eduardo Gallardo Paul Hastings, LLP New York, NY
Joseph D. Gatto Orient Point Partners New York, NY
Perry Golkin PPC Enterprises LLC New York, NY
Mark I. Greene Co-Chair 2023Cravath, Swaine & Moore LLP New York, NY
Erik T. Hoover DuPont Wilmington, DE
Sarkis Jebejian Kirkland & Ellis LLP New York, NY
Gaurav Jetley Analysis Group New York, NY
Roy J. Katzovicz Saddle Point Group, LLC New York, NY
Peter E. Kazanoff Simpson Thacher & Bartlett LLP New York, NY
Meredith Kotler Freshfields Bruckhaus Deringer US LLP New York, NY
Kristopher Knight Delaware Department of State Wilmington, DE
Jeroen van Kwawegen Bernstein Litowitz Berger & Grossmann LLP New York, NY
BOARD OF ADVISORS
Daniel Lee Moelis & Company Los Angeles, CA
Kenneth A. Lefkowitz Hughes Hubbard & Reed LLP New York, NY
Martin S. Lessner Young Conaway Stargatt & Taylor, LLP Wilmington, DE
Ted S. Lodge GoldenTree Asset Management, LP New York, NY
Scott B. Luftglass Fried Frank New York City, NY
Jennifer Marietta-Westberg Cornerstone Research Washington, D.C.
William P. Mills Cadwalader, Wickersham & Taft LLP New York, NY
Alyssa Ronan Potter Anderson & Corroon LLP Wilmington, DE
Jennifer Muller Houlihan Lokey San Francisco, CA
Robert H. Mundheim A&O Shearman New York, NY
Henry N. Nassau Dechert LLP Philadelphia, PA
Ian A. Nussbaum Latham & Watkins LLP New York, NY
James A. Ounsworth The S Consulting Group Philadelphia, PA
Jean Park Cooley LLP New York, NY
Morton A. Pierce White & Case LLP New York, NY
Helen P. Pudlin PNC Financial Services Group Bryn Mawr, PA
BOARD OF ADVISORS
Leo E. Strine, Jr. Chief Justice, Supreme Court of Delaware, 2014 -2019 Wachtell Lipton Rosen & Katz New York, NY
E. Norman Veasey Chief Justice, Supreme Court of Delaware, 1992-2004 Gordon, Fournaris & Mammarella, P.A. Wilmington, DE
Myron J. Resnick Allstate Insurance Company Northbrook, IL
Anne Robinson Vanguard Wayne, PA
Jeffrey J. Rosen Debevoise & Plimpton LLP New York, NY
Jennifer Shotwell Innisfree M&A Incorporated New York, NY
Amy L. Simmerman Wilson Sonsini Goodrich & Rosati Wilmington, DE
Joseph A. Stern Goldman Sachs & Co. New York, NY
Peter L. Welsh Ropes & Gray LLP Boston, MA
Jennifer Zachary Merck & Co., Inc. Kenilworth, NJ
MESSAGE FROM THE DEAN
For almost four decades, the Institute for Law & Economics has been a model for building bridges between disciplines and for creating ties among schools, faculty members, students, and experts in the field.
The Institute of Law & Economics combines Penn’s greatest strengths in the Law School, Wharton, and the Department of Economics to focus on complex and timely questions in business law and practice. ILE pioneered bringing together judges, dealmakers, regulators, business leaders, lawyers, bankers, policymakers, investors, academics, and more, demonstrating that this diverse group of experts generates important and original insights.
Another of ILE’s great 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, regulators, 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 the Twitter board of directors’ negotiation of the company’s sale to Elon Musk, corporate political and social engagement, evolving responsibilities of corporate officers and directors, Delaware’s constitutionally-mandated (and recently challenged) partisan balance on the courts, and the impact of large technology companies on innovation.
We are proud of the generous support ILE receives from the many corporations, law firms, investment banks, individuals, and other contributors who understand the importance of what we do and the unique position the Institute holds. Many of the Institute’s contributors serve as members of its 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 the Institute’s extraordinary co-chairs, Jay Clayton EAS’88, L’93 and Mark I. Greene L’93, for their many exceptional contributions, and congratulate Mark on his first year in that role. Like all who serve as advisors for the Institute, Jay and Mark have contributed their very valuable time and expertise in addition to drawing on their numerous contacts in the legal and business communities.
The Institute has benefitted substantially from their efforts, and we look forward to their continued strong leadership.
I also thank the three eminent professors who have led ILE — Jill E. Fisch, Elizabeth Pollman, and Lisa Fairfax. It is because of their commitment that ILE ranks among the premier institutions of its kind. We note that Jill is stepping down from her formal role as a faculty co-director effective June 30 after sixteen years leading ILE with characteristic brilliance and care. We are deeply grateful for her many contributions and look forward to her continued involvement in the Institute’s programming. We are also greatly indebted to Elizabeth and Lisa: going forward, ILE will prosper under their excellent direction, supported by the efforts of Norm Powell, who joined us last year as ILE’s Executive Director. The Institute will thrive under their leadership as it continues its record of impact and excellence.
SOPHIA Z. LEE,
Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School
June 2024
MESSAGE FROM THE DIRECTORS
Michael Wachter founded the Institute for Law & Economics (ILE) to provide a venue for high-level conversations among practitioners, lawmakers, and academics about important and timely issues in corporate law and business. It has been our honor to continue that mission. We are pleased to update you on ILE’s activities during this wonderfully productive academic year.
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 panel with a diverse group of experts bringing a variety of perspectives. In the fall, the first paper critiqued the Twitter board of directors for succumbing to “ESG Amnesia” in its negotiation of the sale to Elon Musk. The second paper, by our own Lisa Fairfax, debunked broad-based attacks of corporate political and social engagement as hypocrisy. The afternoon panelists discussed the evolving responsibilities of corporate officers and directors with respect to many issues including ESG, political risk, and Caremark litigation as well as the challenges of structuring an effective board to navigate an increasingly complex world. In the spring, the first paper was an empirical project exploring the stock market’s reaction to litigation challenging the partisan balance on the Delaware courts. The second paper examined emerging practices by large technology firms to co-opt disruptive innovation and explored potential regulatory solutions. The afternoon panel discussed recent developments in Delaware caselaw on the responsibilities of controlling shareholders.
In addition to the Corporate Roundtables, we pushed forward our work on multiple projects and initiatives. Prior to the fall Roundtable, ILE hosted our second annual junior faculty workshop. The program was an all-day event featuring the presentation of new work by eight junior faculty from a variety of law schools who then received feedback on their work from senior scholars and practitioners with relevant subject matter expertise, including feedback from members of the ILE advisory board. Several additional junior scholars were included as program participants. We also welcomed the workshop participants to attend the roundtable, bringing some new voices to our discussions.
Our annual Distinguished Jurist Lecture featured The Hon. Tamika Montgomery-Reeves of the Third Circuit Court of Appeals whose marvelous lecture, “Lessons from the Benches: Reflections from One Jurist’s Journey Through State and Federal Courts” offered insights for academics, students, practitioners and judges, including in particular the importance of professionalism and decency to the practice of law.
Our Insights from Practice program welcomed Cathy Hampton, Founding Partner of the Hampton Firm. Penn Law’s Jennifer Rothman, Nicholas F. Gallicchio Professor of Law, spoke with Cathy to a packed room about emerging issues around name, image, and likeness.
Our other public programs featured Debra A. Cafaro, the chairman and chief executive officer of Ventas Inc. and Bob Hoyt, Chief Legal Officer, HSBC Holdings PLC. Cafaro, the longest serving female CEO of a Fortune 500 company, spoke about transitioning from law to business and the challenges of turning Ventas into a successful $30 billion enterprise. Hoyt spoke about advising global clients in an age of legal nationalism and about the critical market and regulatory risks that keep him up at night.
The University of Pennsylvania Journal of Business Law, in collaboration with the Institute for Law and Economic Policy, held its annual symposium on the Future of ESG. The two-day program included a panel of four Delaware judges, and an armchair conversation between Jill E. Fisch and SEC Commissioner Hester Peirce, as well as presentations by both new and established scholars.
We continued to expand our broad range of student-oriented programming. In addition to several Meet and Greet events with various affinity groups and student organizations focused on business law, we welcomed members of the American Bar Association Business Law Section’s Mergers and Acquisitions Committee for a
panel discussion on Women in M&A. We also continued and indeed expanded our lunch and learn programs. This year’s series featured a number of distinguished speakers, including a visit from Robert W. Cook, President and CEO of FINRA.
We were pleased to coordinate with Wharton, NYU School of Law, and NYU Stern School of Business to organize the Penn/NYU Conference on Law and Finance, which was held at NYU this year in February. The program, which featured the presentation of eight academic papers, was an exemplary reminder of the value of law scholars and practitioners engaging directly with finance experts on subjects of mutual professional interest.
We concluded our programming for the year by hosting The Law and Finance of Private Equity and Venture Capital, an annual collaboration between ILE, London School of Economics, University of Oxford, Goethe University Frankfurt, and the European Corporate Governance Institute. The conference brings together academics and practitioners from around the world to discuss issues and research papers in the fields of private equity and venture capital. The keynote speech, a highlight of the program, was delivered by The Hon. Lori W. Will of the Delaware Court of Chancery on the topic of evolving law and practice concerning corporate opportunity waivers.
As in the past, the 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 leadership of our board chairs, Jay Clayton (EAS '88, L '93) of Sullivan & Cromwell LLP and Mark I.Greene (L’93) of Cravath, Swaine & Moore. We are pleased to welcome new board members this year: Brian Carney, Managing Director and General Counsel, Litigation and Regulation, Apollo Global Management, Inc.; Eric M. Feinstein, Partner, Wachtell, Lipton, Rosen & Katz; Peter E. Kazanoff, Partner, Simpson Thacher & Bartlett LLP, Alyssa Ronan, Partner, Potter Anderson & Corroon LLP, and Jeroen van Kwawegen, Partner, Bernstein Litowitz Berger & Grossmann LLP. We have also welcomed the two newest members of the ILE administrative team, our Executive Director, Norm Powell, and our Program Coordinator, Naseem Brady. Norm and Naseem joined us last summer amidst a flurry of activity, and their ability to get up to speed quickly and seamlessly transition into programming has been truly incredible. Finally, we are pleased to announce that, after sixteen years of service as faculty co-director, Jill is stepping down from her formal role as faculty co-director, leaving the leadership of ILE in the capable hands of Elizabeth and Lisa. Jill will of course continue to be actively involved in much of ILE’s programming.
We appreciate your contributions to the Institute’s continued success.
LISA M. FAIRFAX, Co-Director, Institute for Law & Economics; Presidential Professor of Law
JILL E. FISCH, Co-Director, Institute for Law & Economics; Saul A. Fox Distinguished Professor of Business Law
ELIZABETH POLLMAN, Co-Director, Institute for Law & Economics; Professor of Law
NORMAN M. POWELL, Executive Director, Institute for Law & Economics
June 2024
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 roundtable 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.
ROUNDTABLE PROGRAMS
MAY 3, 2024
Morning Session
The Market Value of Partisan Balance
Brian Feinstein, The Wharton School
Daniel Hemel, New York University School of Law
commentators
Lauren Pringle, The Chancery Daily
Adriana Robertson, The University of Chicago Law School
Coopting Disruption
Matthew Wansley, Benjamin N. Cardozo School of Law
Mark Lemley, Stanford Law School
commentators
Bill Baer, The Brookings Institution
Noah Joshua Phillips, Cravath, Swaine & Moore LLP
Afternoon Session
Controlling Shareholders and the Future of Delaware Corporate Law
moderators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Lisa Fairfax, Presidential Professor of Law, University of Pennsylvania Carey Law School
panelists
John DiTomo, Morris, Nichols, Arsht & Tunnell LLP
Kristopher Knight, Delaware Department of State
Amy Simmerman, Wilson Sonsini Goodrich & Rosati
Eric Talley, Columbia Law School
Edward Timlin, Bernstein Litowitz Berger & Grossmann LLP
For the past century, Delaware’s Constitution has prohibited the selection of more than a bare majority of its state court judges from the same political party. Some theorize that Delaware’s politically balanced judiciary improves decisional quality, increases Delaware’s attractiveness, and adds value to Delaware-chartered firms. A recent series of federal court decisions in the case of Adams v. Carney put these claims to the test. In December 2017, a federal district court held that Delaware’s partisan balance regime violates the First Amendment because it discriminates among judicial candidates based on party affiliation. In December 2020, the U.S. Supreme Court vacated the lower court decision. restoring Delaware’s long-standing practice. The Adams litigation enables assessment of the value of partisan balance. If a politically balanced judiciary truly does add value to Delaware-chartered corporations, then the share prices of Delaware firms should have declined in the wake of the December 2017 district court decision and should have risen in response to the December 2020 Supreme Court ruling. Applying a range of analytical models, the authors estimate that Delaware firms experienced abnormal negative returns on the date of the district court decision and positive abnormal returns on the date of the Supreme Court’s ruling. These results suggest that a politically balanced judiciary does add value to Delaware-chartered firms. The authors conclude by considering the implications of their results for the debate over partisan balance requirements for federal courts and the debate over Delaware’s dominance in the interstate market for corporate charters. As for the former, their results provide evidence that relevant stakeholders assign positive value to partisan balance requirements for adjudicative bodies. As for the latter, their results suggest that Delaware’s commitment to a politically balanced judiciary accounts for a portion of the so-called “Delaware effect”? —the share-price boost observed in some studies for firms that reincorporate in the state.
Coopting Disruption
Matthew Wansley, Benjamin N. Cardozo School of Law Mark Lemley, Stanford Law School
Our economy is dominated by five aging tech giants – Alphabet, Amazon, Apple, Meta, and Microsoft. In recent decades, the article posits, no company has commercialized a new technology that threatens them. The authors argue that the tech giants have learned how to co-opt disruption, using money and influence to maintain their dominance in the face of disruptive innovations. They argue that three important new technologies – artificial intelligence, virtual reality, and automated driving – are being coopted right now. They maintain that co-opting disruption is bad for both competition and innovation in the long run, and propose reforms that would make it harder to co-opt disruption. One is revitalization of a century-old law that prevents people from serving as officers or directors of their competitors, extending it to prevent incumbents from controlling the direction of startups. Another is prohibiting incumbent monopolies from discriminating in the access they provide to their data or networks based on whether the startup company is a competitive threat to the incumbent. Another possible reform would ensure that incumbents cannot use regulation as a mechanism to undercut competition. Last, they argue that we can make it presumptively illegal for incumbent monopolies to acquire startups that might compete with them.
1 Elizabeth Pollman (University of Pennsylvania Carey Law School)
2 Lisa Fairfax (University of Pennsylvania Carey Law School) and Jill E. Fisch (University of Pennsylvania Carey Law School)
3 Alyssa Ronan (Potter Anderson & Corroon LLP), Richard Aldridge (Morgan, Lewis & Bockius LLP), and The Hon. Paul A. Fioravanti, Jr. (Delaware Court of Chancery)
4 Brian Feinstein (The Wharton School) and Noah Joshua Phillips (Cravath, Swaine & Moore LLP)
ROUNDTABLE PROGRAMS
DECEMBER 8, 2023
Morning Session
Esg Amnesia In M&A Deals
Caley Petrucci, University of San Diego School of Law
Guhan Subramanian, Harvard Business School & Harvard Law School
commentators
Afra Afsharipour, UC Davis School of Law
Amy Simmerman, Wilson Sonsini Goodrich & Rosati
For Corporate Hypocrisy
Lisa Fairfax, University of Pennsylvania Carey Law School
commentators
Jay Clayton, Sullivan & Cromwell LLP
Jill E. Fisch, University of Pennsylvania Carey Law School
Afternoon Session
Evolving Responsibilities Of Directors And Officers Under Delaware Law
moderators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Lisa Fairfax, Presidential Professor of Law, University of Pennsylvania Carey Law School
panelists
JoEllen Lyons Dillon, Viatris & WWE
Lawrence Hamermesh, Widener University Delaware Law School
Henry Hu, University of Texas School of Law
Carmen X. W. Lu, Wachtell, Lipton, Rosen & Katz
Gianna McCarthy, NY State Office of the Comptroller
The Hon. Kathaleen St. J. McCormick, Delaware Court of Chancery
Elena Norman, Young Conaway Stargatt & Taylor, LLP
The Hon. Lori W. Will, Delaware Court of Chancery
Esg Amnesia In M&A Deals
Caley Petrucci, University of San Diego School of Law
Guhan Subramanian, Harvard Business School & Harvard Law School
Public companies have increasingly embraced environmental, social and governance (ESG) factors in the course of everyday business. However, these ESG considerations are virtually non-existent in merger and acquisition (M&A) transactions. Elon Musk’s recent acquisition of Twitter provides an illustration of this stark disconnect. Prior to the transaction, Twitter pursued numerous ESG goals. In contrast, Musk had taken a skeptical, if not hostile, stance toward ESG. When negotiating the sale, the Twitter board succumbed to “ESG amnesia”— overlooking its ESG commitments in favor of the high-premium all-cash offer from Musk. Twitter is not alone: ESG amnesia is a widespread phenomenon in M&A.
In this article, the authors argue that corporate boards have the legal and practical ability to consider ESG in their dealmaking. They examine three of the most significant barriers that might prevent a corporate board from incorporating ESG objectives into transactions—fiduciary duties, negotiation leverage, and contractual feasibility—and demonstrate that, outside of the Revlon context, none of these barriers offers a compelling justification for ESG amnesia. Rather, boards that consider ESG objectives in their dealmaking can be acting consistently with their fiduciary duties. Moreover, boards often have the negotiation leverage and capability to incorporate ESG protections into their contractual agreements. They conclude that ESG considerations can pervade all aspects of managerial decision-making, including decisions about the sale of the company. In doing so, they also provide specific recommendations for corporate actors in M&A deals.
For Corporate Hypocrisy
Lisa Fairfax, University of Pennsylvania Carey Law School
This article grapples with modern views around corporate hypocrisy. The article then defends corporate hypocrisy by casting doubt on some of the reasons why there is collective condemnation of corporate hypocrisy. First, the article introduces an original taxonomy of corporate hypocrisy to illuminate that we have very little understanding of the different types of corporate conduct that we have referred to as corporate hypocrisy. Second, the article relies on that taxonomy to reject the seemingly universal perception that all corporate hypocrisy is worthy of our collective condemnation as amoral, unethical, and intentionally manipulative. Third, the article demonstrates that corporate hypocrisy has important normative and instrumental benefits, including the ability to amplify societal consensus around important social values, separate out corporate truth from corporate falsehoods, and positively influence corporate behavior. Finally, the article discusses the impacts of the failure to fully appreciate the benefits of corporate hypocrisy.
1 Afra Afsharipour (UC Davis School of Law), Amy Simmerman (Wilson Sonsini Goodrich & Rosati)
2 Caley Petrucci (University of San Diego), Guhan Subramanian (Harvard Business School & Harvard Law School)
3 The Hon. Kathaleen St. J. McCormick (Delaware Court of Chancery) and The Hon. Lori W. Will (Delaware Court of Chancery)
4 Lisa Fairfax (University of Pennsylvania Carey Law School)
5 Carmen X. W. Lu (Wachtell, Lipton, Rosen & Katz)
6 Elizabeth Pollman (University of Pennsylvania Carey Law School), Jill E. Fisch (University of Pennsylvania Carey Law School)
ROUNDTABLE PROGRAMS
MAY 5, 2023
Welcome
Sophia Z. Lee, Dean-Elect and Professor of Law and History, University of Pennsylvania Carey Law School
Morning Session
Shareholder Proposals And The Debate Over Sustainability
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
commentators
Adam C. Pritchard, Frances and George Skestos Professor of Law, University of Michigan Law School
Donna Nagy, Executive Associate Dean and C. Ben Dutton Professor of Business Law, Indiana University Maurer School of Law
Afternoon Session
Recent Developments In Shareholder Voting
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
Daniel Burch, Chairman/CEO/Co-Founder, MacKenzie Partners Inc. Carolyn Cross, Vanguard
Lisa Fairfax, Presidential Professor of Law, University of Pennsylvania Carey Law School
Renee Jones, Boston College Law School
Sabastian Niles, Wachtell, Lipton, Rosen & Katz
Melissa Sawyer, Sullivan & Cromwell LLP
Shareholder Proposals and the Debate over Sustainability Disclosure
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Adriana Z. Robertson, Donald N. Pritzker Professor of Business Law, University of Chicago Law School
The authors address concerns that the SEC’s proposed climate disclosure rule is unnecessary because investors can obtain sufficient climate-related disclosure through private ordering. They empirically analyze one mechanism for private ordering – shareholder proposals requesting environmental and social disclosures during the 2021 and 2022 proxy seasons – and find, contrary to some assertions, that investors submitted hundreds of these proposals, many of which received substantial levels of investor support. They further note the significant number of proposals that are settled and withdrawn, indicating that the issuer committed to providing the requested disclosure. They conclude that there is substantial investor demand for greater sustainability disclosure, and that in modifying the mandatory disclosure regime, the SEC should look to shareholder proposals as a source of guidance and seek to complement these private ordering efforts.
Regulation by Enforcement
Christopher Brummer, Agnes Williams Sesquicentennial Professor of Financial Technology, Georgetown University Law Center
Yesha Yadav, Professor of Law, Vanderbilt University Law School
David Zaring, Elizabeth F. Putzel Professor of Legal Studies & Business Ethics, The Wharton School
The authors examine an increasingly common response by regulators to what they view as undesirable market trends or challenges: namely, use of litigation to introduce novel legal theories and frameworks that could have been the product or subject of legislative or administrative rulemaking. Some claim that such regulation by enforcement has been unfair, and in some instances, illegal. In their article the authors revisit the New Deal origins of regulation by enforcement, and its more recent incarnations, and explain that as a legal matter, regulators generally enjoy discretion whether to make policy through rulemaking, adjudication, or by filing a lawsuit in federal court. There are some exceptions to this principle, however, as well as some reasons to believe that new doctrinal developments hostile to agency adjudications could reduce the discretion of agencies to choose their policymaking tool, especially where their actions are understood to be naked attempts to grab turf or circumvent democratic norms embedded in the Administrative Procedure Act. The authors analyze the incentives facing agencies when choosing to regulate by enforcement, consider some of the new risks, and lay out a framework for thinking about when agencies should regulate by rule, and when they should regulate by enforcement.
1 Front row: Melissa Sawyer, Sullivan & Cromwell LLP; Daniel Burch, MacKenzie Partners, Inc.; Second row: Jessica Strine, Sustainable Governance Partners; Adam Pritchard, University of Michigan Law School; Third row: Dan Iqbal, Wilson Sonsini Goodrich & Rosati LLP
2 Front row: William Mills, Cadwalader, Wickersham & Taft LLP; The Hon. J. Travis Laster, Delaware Court of Chancery; Second row: Harwell Wells, Temple University Beasley School of Law; Adriana Robertson, University of Chicago Law School; Cathy Hwang, University of Virginia School of Law; Third row: Charles Elson, University of Delaware
3 Jill E. Fisch, University of Pennsylvania Carey Law School
4 Jessica Strine, Sustainable Governance Partners
5 Christopher Brummer, Georgetown University Law Center
6 The Hon. J. Travis Laster, Delaware Court of Chancery
7 Front row: Jennifer Muller, Houlihan Lokey; Gaurav Jetley, Analysis Group; Martin S. Lessner, Young Conaway Stargatt & Taylor, LLP; Second row: Sophia Z. Lee, University of Pennsylvania Carey Law School; Elizabeth Pollman, University of Pennsylvania Carey Law School; Lawrence Hamermesh, Institute for Law & Economics
8 Henry Hu, University of Texas School of Law; Cynthia Williams, Indiana University Maurer School of Law; Robert Rasmussen, University of Southern California Gould School of Law
9 Front row: Anita Bandy, Skadden, Arps, Slate, Meagher & Flom LLP; Donna Nagy, Indiana University Maurer School of Law; Jessica Strine, Sustainable Governance Partners; Second row: Urska Velikonja, Georgetown University Law Center; Sarah Haan, Washington & Lee University School of Law; Elisabeth de Fontenay, Duke University School of Law; Demetrius Warrick, Skadden, Arps, Slate, Meagher & Flom LLP
10 Front row: Carolyn Cross, Vanguard; Sabastian Niles, Wachtell Lipton Rosen & Katz; Second row: Henry Hu, University of Texas School of Law; Third row: Jackie Cohen, Ropes & Gray LLP; Eric Feinstein, Wachtell Lipton Rosen & Katz; Jeffrey Schwartz, University of Utah S.J. Quinney College of Law
11 Front row: Renee Jones, Boston College Law School; Melissa Sawyer, Sullivan & Cromwell LLP; Daniel Burch, MacKenzie Partners, Inc.; Lisa Fairfax, University of Pennsylvania Carey Law School
ROUNDTABLE PROGRAMS
DECEMBER
9, 2022
Welcome
Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School
Morning Session
The Making And Meaning Of ESG
Elizabeth Pollman, Professor of Law, University of Pennsylvania Carey Law School
commentators
Paul G. Mahoney, David and Mary Harrison Distinguished Professor of Law, University of Virginia School of Law
Carmen X. W. Lu, Wachtell, Lipton, Rosen & Katz
Federalizing Caremark
Carliss Chatman, Associate Professor of Law, Washington & Lee School of Law
Tammi S. Etheridge, Assistant Professor of Law, Elon University School of Law
commentators
Robert B. Thompson, Georgetown University Law Center
Mark Lebovitch, Bernstein Litowitz Berger & Grossman LLP
Afternoon Session
Evolving Roles And Responsibilities Of Corporate Directors
moderators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School
Lisa Fairfax, Presidential Professor of Law, University of Pennsylvania Carey Law School
panelists
Donna Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price
Douglas Chia, Sole Member and President, Soundboard Governance LLC
Holly Fetter, Vice President, Asset Stewardship Team, State Street Global Advisors
Duane L. Hughes, Managing Director and Chair of the UBS Americas Advisory Council, UBS Americas
Hillary Sale, Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance, Georgetown University Law Center
The Hon. Lori W. Will, Vice Chancellor, Delaware Court of Chancery
The Making And Meaning Of ESG
Elizabeth Pollman, Professor of Law, University of Pennsylvania Carey Law School
After reviewing the history of the term ESG, the paper examines its main usages and argues that the combination of E, S, and G into one term has provided a highly flexible moniker that can vary widely by context, evolve over time, and collectively appeal to a broad range of investors and stakeholders. These features both help to account for its success, but also its challenges such as the difficulty of empirically showing a causal relationship between ESG and financial performance, a proliferation of ratings that can seem at odds with understood purposes of the term ESG or enable “sustainability arbitrage,” and tradeoffs between issues such as carbon emissions and labor interests that cannot be reconciled on their own terms. These challenges give fodder to critics who assert that ESG engenders confusion, unrealistic expectations, and greenwashing that could inhibit corporate accountability or crowd out other solutions to pressing environmental and social issues. These critiques ultimately shed light on obstacles for the future of the ESG movement and regulatory reform.
Federalizing Caremark
Carliss Chatman, Associate Professor of Law, Washington & Lee School of Law
Tammi S. Etheridge, Assistant Professor of Law, Elon University School of Law
The authors propose that Delaware can preempt corporate misbehavior, while reducing the need for more federal oversight, by relying on federal administrative fact-finding combined with the Caremark standard to promote shareholder successes in derivative litigation. Noting the benefits of relying on the expertise associated with industry-specific governance, they argue that Delaware should adopt a formal rule whereby plaintiffs can use existing, industry-specific federal compliance systems as a proxy for expertise, and any breaches thereof as an indicator of clear but rebuttable red flags.
1 Elizabeth Pollman, University of Pennsylvania Carey Law School
2 Carmen X. W. Lu, Wachtell Lipton Rosen & Katz
3 Front row: Holly Fetter, State Street Global Advisors; The Hon. Lori W. Will, Delaware Court of Chancery; Second row: Urska Velikonja, Georgetown University Law Center; Donna Nagy, Indiana University Maurer School of Law; Mark Lebovitch, Bernstein Litowitz Berger & Grossman LLP; Third row: Geeyoung Min, Michigan State University College of Law; Jonathon Zytnick, Georgetown University Law Center
4 Front row: Hillary Sale, Georgetown University Law Center; David Silk, Wachtell Lipton Rosen & Katz; Second row: Michael Klausner; Stanford Law School; Henry Hu, University of Texas School of Law; Tom Lin, Temple University Beasley School of Law; Cynthia Williams, Indiana University Maurer School of Law; Third row: Afra Afsharipour, UC Davis School of Law; Jessica Erickson, University of. Richmond School of Law; Sarah Haan, Washington & Lee University School of Law
5 Carliss Chatman, Washington & Lee University School of Law
6 Robert Thompson, Georgetown University Law Center
7 Front row: Roy Katzovicz, Saddle Point Management LP; Joseph Frumkin, Sullivan & Cromwell LLP; Elizabeth Pollman, University of Pennsylvania Carey Law School; Second row: Jennifer Muller, Houlihan Lokey; Martin S. Lessner, Young, Conaway, Stargatt & Taylor, LLP; Charlotte Newell, Sidley Austin LLP
8 Front row: Holly Fetter, State Street Global Advisors; The Hon. Lori W. Will, Delaware Court of Chancery; Douglas Chia, SoundBoard Governance LLC; Second row: Elisabeth de Fontenay, Duke University School of Law; Urska Velikonja, Georgetown University Law Center; Donna Nagy, Indiana University Maurer School of Law; Third row: Geeyoung Min, Michigan State University College of Law; William Moon, University of Maryland Frances King Carey School of Law; Jonathon Zytnick, Georgetown University Law Center
9 Front row: Donna Anderson, T. Rowe Price; Hillary Sale, Georgetown University Law Center; Duane Hughes, UBS Americas; Second row: Jennifer Shotwell, Innisfree M&A Incorporated; Michael Klausner, Stanford Law School; Henry Hu, University of Texas School of Law; Third row: Afra Afsharipour, UC Davis School of Law
LECTURES
ILE has traditionally sponsored a variety of public lectures featuring speakers on timely topics of particular interest to practitioners and students of business law and finance. Audiences are drawn from all sectors of the University and the legal and business communities. The eminent speakers hold particular appeal and inspiration for students at the Law School and The Wharton School, with whom they talk informally at receptions following each lecture.
Of particular note is the Distinguished Jurist Lecture, which is an annual highlight of the Institute’s public programming. In sponsoring that event, the Institute aims to spotlight and honor jurists and regulators at the state and federal levels who have led noteworthy careers and made significant contributions to their fields.
DISTINGUISHED JURIST LECTURE
JANUARY 29, 2024
Lessons from the Benches: Reflections from One Jurist’s Journey Through State and Federal Courts
The Hon. Tamika R. Montgomery-Reeves, U.S. Court of Appeals for the Third Circuit
Judge Montgomery-Reeves presented a talk entitled “Lessons from the Benches: Reflections from One Jurist’s Journey Through State and Federal Courts” at the Distinguished Jurist Lecture. She spoke of her career progression from law firm associate to law firm partner to Vice Chancellor on the Delaware Court of Chancery, Justice of the Delaware Supreme Court, and Judge on the United States Court of Appeals for the Third Circuit. Judge MontgomeryReeves mentioned the ever-increasing breadth of issues before her as her career has progressed, and the opportunity to make a positive impact in ever more areas.
Judge Montgomery-Reeves joined the U.S. Court of Appeals for the Third Circuit in February 2023. She served as a Vice Chancellor on the Delaware Court of Chancery from 2015 to 2019, and as a Justice on the Delaware Supreme Court from 2019 to 2023. Judge Montgomery-Reeves was a trailblazer in the Delaware Judiciary. When then-Governor Jack Markell appointed her Vice Chancellor in November 2015, she became the first Black woman (and the first Black person) to serve on the Delaware Court of Chancery. She again made history when Governor John Carney elevated her to the Delaware Supreme Court in 2019, whereupon she became the first Black person to serve on the state’s highest court. “I remain extremely grateful to [Governor Carney] and former Governor Markell for entrusting me with that awesome responsibility,” wrote Judge Montgomery-Reeves.
Prior to her appointment, Judge Montgomery-Reeves was a partner in the Wilmington, Delaware office of Wilson Sonsini Goodrich & Rosati, focusing on corporate governance, navigation of corporate fiduciary duties, stockholder class action litigation, derivative litigation, and complex commercial litigation. Before that, Judge Montgomery-Reeves practiced in the securities and corporate governance department of Weil, Gotshal & Manges LLP in New York. While in private practice, Judge MontgomeryReeves served on a subcommittee of the Delaware Supreme Court’s Access to Justice Commission and on the Delaware Court of Chancery’s Rules Committee. She also received recognition for her contributions to pro bono service. Judge Montgomery-Reeves serves as a member of the Delaware Community Foundation board of directors and has served as a member of the board of directors of Mother Teresa House, Inc. A graduate of University of Mississippi and University of Georgia School of Law, Judge-Montgomery Reeves clerked for The Hon. William B. Chandler III on the Delaware Court of Chancery.
1 The Hon. Tamika R. Montgomery-Reeves (U.S. Court of Appeals for the Third Circuit)
2 Dean Sophia Z. Lee (University of Pennsylvania Carey Law School)
3 Lisa Fairfax (University of Pennsylvania Carey Law School), The Hon. Tamika R. Montgomery-Reeves (U.S. Court of Appeals for the Third Circuit), Jill E. Fisch (University of Pennsylvania Carey Law School, and Elizabeth Pollman (University of Pennsylvania Carey Law School)
4 The Hon. Bonnie W. David (Delaware Court of Chancery), The Hon. Selina E. Molina (Delaware Court of Chancery), and The Hon. Jan Jurden (Delaware Superior Court)
5 Richard Aldridge (Morgan, Lewis & Bockius LLP) and Jay Clayton (Sullivan & Cromwell LLP)
Past Distinguished Jurist Lectures
26 October 2022
Regulating Digital Assets: Law, Policy, and Economic Implications
Kristin N. Johnson, Commissioner, Commodity Futures Trading Commission
7 April 2022
Creating Common Law in the Corporate Context – Delaware Style
The Hon. Karen L. Valihura L’88, Justice, Delaware Supreme Court
24 February 2021
Corporate Governance Post-Pandemic and Post-President Trump
Fireside Chat with The Hon. Leo E. Strine, Jr., Counsel, Watchell, Lipton, & Katz
Jay Clayton L’93, Chairman, U.S. Securities and Exchange Commission
16 October 2018
How Some Appellate Judges Think
The Hon. Thomas L. Ambro, Judge, U.S. Court of Appeals for the Third Circuit
Past Law and Entrepreneurship Lectures
12 May 2021
A Moderated Conversation
Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz
With Theodore Mirvis, Wachtell, Lipton, Rosen & Katz
17 November 2020
A Moderated Conversation: Entrepreneurship and Venture Capital in 2020 & Ahead
Scott Kupor, Managing Director, Andreesen Horowitz
With Elizabeth Pollman, University of Pennsylvania Carey Law School
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
PAST LECTURES
15 November 2017
The Procedural Implementation of Enhanced Scrutiny
The Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
29 November 2016
Current Policy Priorities
Antonio Weiss, Counselor to the Secretary of the U.S. Treasury, Department of the Treasury
14 October 2015
Science, Technology, and Immigration in the 21st Century
The Hon. Barrington D. Parker, Jr., U.S. Court of Appeals for the Second Circuit
19 March 2015
Fixing Lawyers’ Mistakes: The Court’s Role in Administering Delaware’s Corporate Statute
The Hon. John W. Noble, Vice Chancellor, Delaware Court of Chancery
19 November 2013
The Paucity of Criminal Prosecutions Arising from the Financial Crisis: Unaccountable?
The Hon. Jed S. Rakoff, U.S. District Judge, Southern District of New York
10 October 2012
Financial Stability Regulation
Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System
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
11 November 2015
Counselor as Entrepreneur or Law as a Dynamic Venture
Steven M. Cohen, Executive Vice President, Chief Administrative Office and General Counsel, MacAndrews & Forbes Incorporated
17 February 2015
Doing Well and Doing Good: The Story of Plum Organics and the New Benefit Corporation Movement
Frederick Alexander, Counsel, Morris, Nichols, Arsht & Tunnell LLP and Advisor for Legal Policy, B Lab
Neil Grimmer, CEO and Co-Founder, Plum Organics
Bart Houlahan, Co-Founder, B Lab
Ray Liguori, Vice President of Corporate Development, Campbell Soup Company
Keely Stewart, Associate Corporate Counsel, Campbell Soup Company
18 November 2014
Happy Guy in Distressed… From Pre-Med to JD to Distressed Investing
Steven T. Shapiro, Founding Partner and Senior Portfolio Manager, GoldenTree Asset Management
23 April 2014
Blackstone Navigating a Sea of Regulatory Change
John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group
15 February 2012
Regular Order as Equity
The Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
25 October 2011
The Delaware Court of Chancery from 1989 –2011: An Insider’s View
The Hon. William B. Chandler III, Chancellor, Delaware Court of Chancery
23 March 2011
Treasury’s Performance as Pay Tsar: Precedent or Aberration?
Kenneth R. Feinberg, Feinberg Rozen, LLP
29 October 2009
Private Securities Litigation — Time for a Fresh Start?
The Hon. Lewis A. Kaplan, U.S. District Judge, Southern District of New York
11 November 2008
Delaware Directors’ Fiduciary Duties: The Focus on Loyalty
The Hon. Randy Holland, Justice, Supreme Court of Delaware
24 October 2007
The Future of Securities Regulation
Brian G. Cartwright, General Counsel, Securities and Exchange Commission
12 November 2013
Shazam! – A ’63 Law Grad is Transformed into a High Tech Entrepreneur
J. Haig Farris, President, Fractal Capital Corporation
25 February 2013
From Corporate Management to Sports Management: Turning Around the 76ers
Adam Aron, CEO and Co-Owner, Philadelphia 76ers
18 October 2012
The Cross-Cultural CEO: Growing a Business in a World Without Borders
David Perla L’94, Co-Chief Executive Officer, Pangea3 LLC
15 November 2011
Too Dull for Davos: My Life in Long-Only, Objective-Based, Active Money Management and Why I Think It Still Makes Sense
Paul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company
2 March 2011
Competitive Places and Inner City
Opportunities: Reflections on 25 Years of Community Investment
Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund
2 November 2010
The Financial Crisis: Aftermath and Implications
H. Rodgin Cohen, Sullivan & Cromwell LLP
3 March 2010
Managing Through Change, Managing Through Crisis in Financial Services
Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas
30 September 2009
The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large Corporation
J.P. Suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division
11 October 2006
The Embattled Corporation
The Hon. Richard A. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School
16 March 2006
Technology Mergers in a Shrinking World
The Hon. Vaughn R. Walker, Chief Judge, U.S. District Court for the Northern District of California
3 March 2005
Corporate Federalism: Event Horizons in Corporate Governance
The Hon. Myron T. Steele, Chief Justice, Delaware Supreme Court
28 October 2004
A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issues
The Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court
4 March 2004
Corporate Decision-Making in Delaware
Courts
The Hon. Carolyn Berger, Justice, Deleware Supreme Court
31 March 2009
The PeopleSoft Deal
Safra Catz, President, Oracle Corporation
3 March 2009
Defining the 21st Century Campus: The Intersection of Education and Community
The Hon. Michael Nutter, Mayor, City of Philadelphia
17 September 2008
Retailers in a Recession: A Fireside Chat on Investing with Bill Ackman
William A. Ackman, Managing Member, Pershing Square Capital Management, L.P.
31 March 2008
Making Every Mistake Once
Safra Catz, President, Oracle Corporation
19 September 2007
Tales from Blackstone’s IPO
Robert L. Friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.
28 February 2007
Law, Legal Risks, and the Financial Markets
Isaac D. Corré, Senior Managing Director, Eton Park Capital Management
29 November 2006
Large-Scale Entrepreneurship: Business Development at GE
Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company
26 October 2006
Managing in the 21st Century
Henry R. Silverman, Chairman & CEO, Realogy Corporation
16 February 2006
The Banker as Entrepreneur
Michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC
INSIGHTS FROM PRACTICE LECTURE
OCTOBER 11, 2023
Insights from Practice
ILE and the Center for Technology, Innovation & Competition (CTIC), jointly hosted an Insights from Practice program entitled Emerging Issues Around Name, Image, and Likeness, featuring Cathy Hampton (Founding Partner of The Hampton Firm), and Jennifer Rothman (Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Carey Law School), and moderated by Lisa Fairfax (Presidential Professor of Law, University of Pennsylvania Carey Law School and ILE Co-Director). Cathy Hampton is a nationally recognized sports, entertainment and corporate lawyer with a thriving roster of elite athletes and Professor Rothman is a nationally recognized intellectual property law scholar who focuses on rights to publicity. Name, image, and likeness (NIL) refers to the rights of college athletes to monetize their personal brand and receive compensation for the use of their name, image, and/or likeness. The field is essentially new, following a 2021 Supreme Court ruling that struck down the NCAA’s long-standing ban on such activities. The lively discussion focused on the prevailing topics surrounding NIL, the benefits and challenges associated with NIL, and how best to preserve the amateur status of college athletics while permitting athletes to monetize their personal brand.
FEBRUARY 26, 2024
ILE welcomed Bob Hoyt L’89, Chief Legal Officer, HSBC Holdings PLC for an Insights from Practice lecture entitled Advising Global Clients in an Age of Legal Nationalism, moderated by William Burke-White (Professor of Law, University of Pennsylvania Carey Law School). Mr. Hoyt is a leading expert in the field of data privacy/data localization, sanctions, and national security interests. He talked about the challenges to multinational corporations of complying with myriad, and sometimes conflicting, laws and regulations in the various jurisdictions in which they operate or whose laws they are otherwise subject to. Mr. Hoyt assumed his current role on January 18, 2021, bringing his extensive experience in legal and regulatory affairs to one of the world’s largest financial institutions. He is a member of the bank’s Group Executive Committee. Between 2006 and 2009, he served as General Counsel and a Senior Policy Advisor to Treasury Secretary Henry M. Paulson Jr. at the U.S. Department of the Treasury. He also served as Special Assistant and Associate Counsel to U.S. President George W. Bush.
1 Lisa Fairfax (University of Pennsylvania Carey Law School), Cathy Hampton (The Hampton Firm), Jennifer Rothman (University of Pennsylvania Carey Law School)
2 Angelique Smith, Lisa Fairfax (University of Pennsylvania Carey Law School), Jill E. Fisch (University of Pennsylvania Carey Law School), Cathy Hampton (The Hampton Firm), Elizabeth Pollman (University of Pennsylvania Carey Law School), and Norman M. Powell (University of Pennsylvania Carey Law School)
3 William Burke-White (University of Pennsylvania Carey Law School), Bob Hoyt (HSBC), and Jill E. Fisch (University of Pennsylvania Carey Law School)
4 Bob Hoyt (HSBC)
LAW & ENTREPRENEURSHIP PROGRAM
SEPTEMBER 14, 2023
“Real Estate Lawyer to Real Estate Executive”
As a part of our Law & Entrepreneurship Program, ILE invited Debra A. Cafaro, Chairman & CEO of Ventas, Inc., a leading real estate investment trust operating at the intersection of healthcare and real estate, to join us for a fireside chat. Jill E. Fisch led the discussion where students learned about Mrs. Cafaro’s career path from law clerk to practicing attorney to the executive suite. In her early days at Ventas, she restructured bank debt and helped restructure one of its main tenants as it emerged from bankruptcy. Her long-term strategies drove Ventas’s market capitalization from $200 million to over $28 billion, generating an annual total shareholder return of approximately 18%. Her expertise in navigating the dynamic landscape of entrepreneurship within the legal framework offered invaluable lessons for aspiring entrepreneurs and legal professionals alike. Following the formal program, attendees were invited to a reception and dinner.
Mrs. Cafaro is one of the most successful and longest-tenured CEOs in the S&P 500. After graduating the University of Chicago Law School, she served as a judicial clerk to The Hon. J. Dickson Phillips, United States Court of Appeals for the Fourth Circuit. She then practiced real estate law and taught real estate transactions as an adjunct professor at Northwestern University Law School. Mrs. Cafaro next joined Ambassador Apartments, Inc. as president and a director, and helped sell the company. She joined Ventas in 1999 as its president and chief executive officer. She was listed as one of the best performing CEOs in the world for six years by the Harvard Business Review, until the list was discontinued in 2020.
1 Dean Sophia
2 Jill E.
Pennsylvania
and Debra
Gaurav Jetley (Analysis Group) 4 Kirsten Valania (Prickett, Jones & Elliott, P.A.) and Elizabeth Pollman (University of Pennsylvania Carey Law School)
5 Kristopher Knight (Delaware Department of State), Debra Cafaro (Ventas, Inc.), and Larry Miller (Innisfree M&A Incorporated)
Z. Lee (University of Pennsylvania Carey Law School)
Fisch (University of
Carey Law School)
Cafaro (Ventas, Inc)
ACADEMIC EVENTS
The Institute for Law & Economics organizes a variety of symposia focused primarily on the academic community. A distinctive feature of these programs is the involvement of judges and practitioners, who bring their practical insights to bear on the implications of academic research.
For over 15 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. This year's event was hosted by the Pollack Center for Law and Business at the NYU Stern School of Business.
In addition, ILE sponsors the ILE/Wharton Finance Seminar series, providing an opportunity for faculty and advanced students from the Law School, The Wharton School, and the Department of Economics to engage in areas of common interest and strengthen ILE’s core academic relationships. During the 2023-2024 academic year, ILE hosted two paper presentations as part of this series.
ILE also held its first academic forum on the Intersection of Race and Securities Law and hosted this year’s Private Equity and Venture Capital Conference.
Finally, building on the success of the previous years’ academic workshop featuring work by early and mid-career scholars, ILE was pleased to again hold the Junior Faculty Workshop the day before the Fall Corporate Roundtable.
PENN / NYU CONFERENCE ON LAW AND FINANCE
sponsored by
The NYU Pollack Center for Law & Business
The University of Pennsylvania Institute for Law & Economics
conference organizers
Yakov Amihud, NYU Stern School of Business
Stephen Choi, NYU School of Law
Lisa Fairfax, University of Pennsylvania Carey Law School
Jill E. Fisch, University of Pennsylvania Carey Law School
Itay Goldstein, The Wharton School of the University of Pennsylvania
Elizabeth Pollman, University of Pennsylvania Carey Law School
David Yermack, NYU Stern School of Business
FRIDAY, FEBRUARY 23, 2024
NYU Stern School of Business
AI-Powered Trading, Algorithmic Collusion, and Price Efficiency
presenter
Winston Wei Dou, The Wharton School of the University of Pennsylvania
co-author(s)
Itay Goldstein, The Wharton School of the University of Pennsylvania, and Yan Ji, Hong Kong University of Science and Technology
commentator
Eric Talley, Columbia Law School
moderator
Stephen Choi, NYU School of Law
Standardization and Innovation in Venture
Capital Contracting: Evidence from Startup Company Charters
presenter
Robert Bartlett, Stanford Law School
commentator
Michael Ewens, Columbia Business School
moderator
Elizabeth Pollman, University of Pennsylvania Carey Law School
Why Have Uninsured Depositors Become De Facto Insured?
presenter
Michael Ohlrogge, NYU School of Law
commentator
Yao Zeng, The Wharton School of the University of Pennsylvania
moderator
Itay Goldstein, The Wharton School of the University of Pennsylvania
Climate-related Disclosure Commitment of the Lenders, Credit Rationing, and Borrower Environmental Performance
presenter
Anthony Saunders, NYU Stern School of Business
co-author(s)
Iftekhar Hasan, Fordham University, Bank of Finland, University of Sydney, Haekwon Lee, University of Sydney, and Buhui Qin, University of Sydney Business School
commentator
Saule Omarova, Cornell Law School
moderator
Lisa Fairfax, University of Pennsylvania Carey Law School
Overtaking Mutual Funds: The Hidden Rise and Risk of Collective Investment Trusts
presenter
Natalya Shnitser, Boston College Law School
commentator
Chester Spatt, Carnegie Mellon University, Tepper School of Business
moderator
Jill E. Fisch, University of Pennsylvania Carey Law School
SATURDAY, FEBRUARY 24, 2024
NYU Stern School of Business
Follow the Pipeline: Anticipatory Effects of Proposed Regulations
presenter
Joseph Kalmenovitz, University of Rochester, Simon Business School
co-author(s)
Alejandro Lopez-Lira, University of Florida, Department of Finance, Insurance and Real Estate, Suzanne Chang, Tulane University, A.B Freeman School of Business
commentator
Cary Coglianese, University of Pennsylvania Carey Law School
moderator
Kose John, NYU Stern School of Business
Market Response to Court Rejection of California's Board Diversity Laws
presenter
Jonathan Klick, University of Pennsylvania Carey Law School
commentator
Nadya Malenko, Boston College Carroll School of Management
moderator
David Yermack, NYU Stern School of Business
Poison Bonds
presenter
Rex Wang Renjie, VU Amsterdam and Tinbergen Institute
co-author(s)
Shuo Xia, Leipzig University and the Halle Institute for Economic Research
commentator
Elisabeth de Fontenay, Duke Law School
moderator
Marcel Kahan, NYU School of Law
1 Henry Hu (University of Texas School of Law) and Norm Powell (University of Pennsylvania Carey Law School)
2 Jill E. Fisch (University of Pennsylvania Carey Law School) and Lisa Fairfax (University of Pennsylvania Carey Law School)
3 Robert Bartlett (Stanford Law School), Michael Ewens (Columbia Business School), and Elizabeth Pollman (University of Pennsylvania Carey Law School)
4 Anthony Saunders (New York University), Saule Omarova (University of Pennsylvania Carey Law School), and Lisa Fairfax (University of Pennsylvania Carey Law School)
ILE/WHARTON FINANCE SEMINAR
Jointly with the Wharton School and the Department of Economics, ILE continues to sponsor the ILE/Wharton Finance series, which provides 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. This seminar is held once in each fall and spring semester and faculty commentators from finance and law are selected to serve as commentators for each paper. This fall, Emiliano Catan and Marcel Kahan presented their paper entitled, Corporate Governance and Firm Value. In the spring, the series welcomed Alex Edmans, Professor of Finance, London Business School, to present his paper entitled Sustainable Investing: Evidence from the Field (co-authored with Tom Gosling and Dirk Jenter).
SEPTEMBER 13, 2023
Emiliano M. Catan, Professor of Law, New York University School of Law
Marcel, Kahan, George T. Lowy Professor of Law, New York University School of Law
“Corporate Governance and Firm Value”
This paper discusses scholarly debates on how a firm's governance structure impacts its value. Initially, conflicting theories prompted scholars to turn to empirical studies. However, these studies, particularly using Q regressions over longer periods, face significant limitations and biases. Cross-sectional Q regressions fail to clarify governance controversies. Despite flaws, consistent findings from short-term event studies, calendar time portfolio regressions, and longer-term event studies offer more reliable evidence, though not always conclusive without a solid theoretical basis.
commentators
David Abrams, University of Pennsylvania Carey Law School)
Jill E. Fisch, University of Pennsylvania Carey Law School
David Musto, The Wharton School, University of Pennsylvania
Luke Taylor, The Wharton School, University of Pennsylvania
APRIL 10, 2024
Alex Edmans, Professor of Finance, London Business School
“Sustainable Investing: Evidence from the Field"
This paper explores findings from a survey of 509 equity portfolio managers, encompassing both traditional and sustainable funds. It highlights that financial considerations are the main driver for incorporating firms' environmental and social (ES) performance into investment decisions, even among sustainable funds. Most managers are unwilling to sacrifice financial returns for ES performance due to fiduciary duty. Constraints such as fund mandates or client preferences significantly influence stock selection, voting, and engagement decisions. Managers recognize that ES issues vary in importance and interaction with non-ES factors, often believing that good ES performance can enhance returns, carbon emissions diminish returns, and board diversity boosts returns, contrary to some academic findings.
commentators
Lisa Fairfax, University of Pennsylvania Carey Law School
Jill E. Fisch, University of Pennsylvania Carey Law School
Rob Stambaugh, The Wharton School, University of Pennsylvania
Jules van Binsbergen, The Wharton School, University of Pennsylvania
JUNIOR FACULTY BUSINESS AND FINANCIAL LAW WORKSHOP
In December 2023, ILE hosted a full day workshop targeted at junior and mid-level academics, which offered presenters the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise. The eight papers presented were selected by ILE faculty co-directors following a call for papers that drew over 80 submissions. We acknowledge the academics and practitioners who took the time to provide thoughtful commentary.
THURSDAY, DECEMBER 7, 2023
Session 1: Investor Alliances
Amelia Miazad, Acting Professor of Law, UC Davis School of Law
commentators
Jason Halper, Partner, Cadwalader, Wickersham & Taft LLP
Nien-he Hsieh, Kim B. Clark Professor of Business Administration, Harvard Business School
Session 2: Don’t Hate the Player, Hate the Game: Omnicare turns 20
Ben Johnson, Associate Professor of Law, University of Florida, Levin College of Law
commentators
Afra Afsharipour, Senior Associate Dean for Academic Affairs and Martin Luther King Jr. Professor of Law, UC Davis School of Law
Joseph B. Frumkin, Of Counsel, Sullivan & Cromwell LLP
Session 3: Corporate Governance in Government Dominated Markets
Aneil Kovvali, Associate Professor of Law, Indiana University, Maurer School of Law
commentators
Brian Feinstein, Assistant Professor of Legal Studies & Business Ethics, The Wharton School, University of Pennsylvania
Anna Gelpern, Scott K. Ginsburg Professor of Law and International Finance, Georgetown University Law Center
Session 4: Quality of Proxy Advice: Evidence from Say-on-Pay Recommendations
Iris Wang, Assistant Professor of Finance, DeGroote School of Business, McMaster University
commentators
Nadya Malenko, Professor of Finance, Caroll School of Management, Boston College
Dan McDermott, Lecturer in Law, University of Pennsylvania Carey Law School, Senior Vice President, ICR
Session 5: Policy Moves
Scott Hirst, Associate Professor of Law, Boston University School of Law
commentators
Robert Thompson, Peter P. Weidenbruch, Jr. Professor of Business Law, Georgetown University Law Center
Tess Wilkinson-Ryan, Golkin Family Professor & Professor of Psychology, University of Pennsylvania Carey Law School
Session 6: The Anti-Efficient Index Fund
Caleb Griffin, Assistant Professor of Law, University of Arkansas School of Law
commentators
Henry Hu, Allan Shivers Chair in the Law of Banking and Finance, University of Texas School of Law
Jennifer Songer, Counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Session 7: If You Go Woke, You Go Broke: Do Shareholders Have a Claim Against “Woke” Corporations?
Paul Figueroa, Associate Professor of Law, University of New Mexico School of Law
commentators
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School; Co-Director ILE
Leo E. Strine Jr., Of Counsel, Wachtell, Lipton, Rosen & Katz; Former Chief Justice, Delaware Supreme Court
Session 8: A Theory of Pro-Social Firms
Atinuke (Tinu) Adediran, Associate Professor of Law, Fordham University School of Law
commentators
Frederick (Rick) Alexander, CEO, The Shareholders Commons
Lisa Fairfax, Presidential Professor of Law, University of Pennsylvania Carey Law School; Co-Director ILE
1 Lisa Fairfax (University of Pennsylvania Carey Law School)
2 Amelia Miazad (UC Davis School of Law)
3 Atinuke Adediran (Fordham University School of Law), Aisha Saad (Georgetown University Law Center)
4 Elizabeth Pollman (University of Pennsylvania Carey Law School), Lisa Fairfax (University of Pennsylvania Carey Law School), Jill E. Fisch (University of Pennsylvania Carey Law School)
5 Leo E. Strine, Jr. (Wachtell, Lipton, Rosen & Katz)
6 Nien-he Hsieh (Harvard Business School), Aneil Kovvali (Indiana University Maurer School of Law), Joseph Frumkin (Sullivan & Cromwell LLP)
7 Tess Wilkinson-Ryan (University of Pennsylvania Carey Law School)
THE LAW AND FINANCE OF PRIVATE EQUITY AND VENTURE CAPITAL
The Institute hosted the 2024 conference on The Law and Finance of Private Equity and Venture Capital. The conference is a collaboration among the University of Pennsylvania, the London School of Economics, the University of Oxford, Goethe University Frankfurt, and the European Corporate Governance Institute. It brings together academics and practitioners from around the world to discuss current issues and research papers in the fields of private equity and venture capital. The keynote speech was delivered by The Hon. Lori W. Will of the Delaware Court of Chancery.
JUNE 12-13, 2024
University of Pennsylvania Carey Law School
Session 1
Chair: Simon Witney, London School of Economics Law School
Stock Options of Adhesion
Presenter: Abraham Cable, UC Law San Francisco
Discussant: Nyron Persaud, Cooley LLP
Appropriate Entrepreneurship? The Rise of Chinese Venture Capital and the Developing World
(Josh Lerner, Junxi Liu, Jacob Moscona & David Yang)
Presenter: Josh Lerner, Harvard University, NBER, and ECGI
Discussant: Luke Taylor, The Wharton School, University of Pennsylvania
Session 2
Chair: Casimiro Nigro, Foundations of Law & Finance, Goethe University Frankfurt
Discussant: Martin Gelter, Fordham University School of Law and ECGI
Venture Capital in Latin America: The Costs of the “Cayman Sandwich”
Presenters: Raphael Andrade, Andrade Chamas Advogados & Alvaro Pereira, Georgia State College of Law
The Incorporation Patterns of ‘Israeli’ Startups
(Tsilly Dagan, Assaf Hamdani & Ruth Rooz)
Presenter: Assaf Hamdani, Tel Aviv University and ECGI
Chameleon Capital
Presenter: Narine Lalafaryan, Cambridge Faculty of Law
Session 3
Chair: Tobias Tröger, Foundations of Law and Finance, Goethe University Frankfurt and ECGI
The Agency Costs of Multi-Product Private Equity Suites: Towards a Post-Jensenian Paradigm
(Marc Moore & Chris Hale)
Presenter: Marc Moore, University College London & University of Notre Dame
Regulating in the Dark: The Unbundling of “Privateness” in Private Funds
Presenter: Will Clayton, BYU J. Reuben Clark Law School
Opting Out of Court? Relational Contracting in Private Equity
(Kobi Kastiel & Yaron Nili)
Presenter: Kobi Kastiel, Tel Aviv University and ECGI
Private Equity and Net Asset Value Loans –Ticking Time Bomb or Ticking All the Right Boxes?
Presenter: Bobby Reddy, Cambridge Faculty of Law
Session 4
Chair: Suren Gomtsyan, London School of Economics Law School
Private Equity Sponsors, Law Firm Relationship, and Loan Covenants in Leveraged Buyouts
Presenter: Yijia (Eddie) Zhao, University of Massachusetts-Boston
Discussants: Ken Lefkowitz, Hughes Hubbard & Reed LLP; Ryan T. Rafferty, Debevoise & Plimpton LLP
Navigating the Nexus: Institutional Investors and Startup Governance
(Danielle Chaim & Asaf Eckstein)
Presenter: Danielle Chaim, Bar-Ilan University Faculty of Law
Executive Turnover at Dual-Class Firms
(Yifat Aran, Brian Broughman & Elizabeth Pollman)
Presenters: Brian Broughman, Vanderbilt Law School & Elizabeth Pollman, University of Pennsylvania Carey Law School and ECGI
Keynote by The Hon. Lori W. Will, Vice Chancellor, Delaware Court of Chancery
Session 5
Chair: Simon Witney, London School of Economics Law School
Panel on PE & VC Research Around the World Venture Capital in Brazil: A Comparative Analysis of Contracting and Governance Practices
Gabriela Andrade Góes, FGV São Paulo Law School
Challenges and Opportunities for Private Equity Players in Frontier Markets: A Case Study of Pakistan
Sheharyar Sikander Hamid, Lahore University of Management Sciences
Lessons from Government-Driven VC Investments in Korea
Narae Lee, Bliss Law Office
Overallocated Investors and Secondary Transactions
(Rustam Abuzov, Aleksandar Andonov & Josh Lerner)
Presenter: Rustam Abuzov, Darden School of Business, University of Virginia
Discussants: Oleg Gredil, Tulane University Freeman School of Business; Lauren Titus, Investment Vice President, Prudential Financial
Session 6
Chair: Jill E. Fisch, University of Pennsylvania Carey Law School and ECGI
The Credit Markets Go Dark
(Jared A. Ellias & Elisabeth de Fontenay)
Presenter: Elisabeth de Fontenay, Duke Law School
Discussants: Vince Buccola, The Wharton School, University of Pennsylvania
Jeff Himstreet, Vice President and Senior Counsel, Managed Funds Association
Session 7
Chair: Elizabeth Pollman, University of Pennsylvania Carey Law School
Coopting Disruption
(Mark Lemley & Matt Wansley)
Presenter: Matt Wansley, Cardozo School of Law
Discussants: Abraham J. Kwon, Lowenstein Sandler LLP; Christopher Yoo, University of Pennsylvania Carey Law School
Panel on The Governance Structures of AI Ventures
Idan Reiter (co-author Jesse Fried), Harvard Law School
Amy Simmerman, Wilson Sonsini Goodrich & Rosati
Gad Weiss, Columbia Law School
Unraveling the Web: Big Tech Directors, SPACs, and Antitrust Evasion Tactics
(Anat Alon-Beck, Miriam Schwartz-Ziv, Moran Ofir & John Livingstone)
Presenter: Miriam Schwartz-Ziv, Hebrew University, School of Business Administration and ECGI
1 Kenneth Lefkowitz (Hughes Hubbard & Reed LLP)
2 T he Hon. Lori W. Will (Delaware Court of Chancery)
ACADEMIC FORUM ON THE INTERSECTION OF RACE AND CORPORATE & SECURITIES LAW
In September, the ILE convened an academic forum to discuss the intersection of race and corporate and securities law in the context of scholarship, teaching, and student engagement. Scholars included Atinuke Adediran (Fordham University School of Law), Olufunmilayo Arewa (George Mason University, Antonin Scalia Law School), Tamara Belinfanti (New York University School of Law), Laura Beny (University of Michigan Law School), Shelby Cary (Chicago-Kent College of Law), Carliss Chatman (SMU, Dedman School of Law), Nakita Cuttino (Georgetown University Law Center), Lisa Fairfax (University of Pennsylvania Carey Law School), Renee Jones (Boston College Law School), Lisa Nicholson (University of Louisville, Louis D. Brandeis School of Law), Veronica Root Martinez (Duke University School of Law), Nicola Sharpe (University of Illinois College of Law), Lecia Vicente (University of Camerino School of Law), and Cheryl Wade (St. John's University School of Law).
CURRICULAR PARTNERSHIPS
FALL 2023 - SPRING 2024
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 program participants to share their professional expertise with Penn Law students in an informal setting.
COURSES
Advanced Topics In Corporate Law
Mark Lebovitch and The Hon. Lori W. Will
Cross Border M&A
George Casey and Scott Petepiece
Economic and Regulatory Policy for Global Markets
Jay Clayton
M&A Transactions
Joseph Frumkin, Joseph Gatto and Brian Hamilton
Additionally, 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.
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 including University of Pennsylvania Carey Law School students, alumni, members of the ILE Board of Advisors or of their firms, judges, and other female professionals.
WOMEN IN BUSINESS LAW INITIATIVE
STUDENT CONFERENCES
The Women in Business Law Initiative (WIBLI) continued to provide financial support to interested students to attend the spring meeting of the American Bar Association Business Law Section and the Tulane University Corporate Law Institute. All Penn Carey Law students are encouraged to apply, and this year ILE was pleased to send six students between the two conferences. The students were provided unique access, facilitated by the ILE Executive Director (and Business Law Section Vice Chair) Norm Powell, to sitting Delaware judges, ILE advisory board members, and other leading experts in the field of business law.
Women in Law & Finance Workshop
The Women in Law and Finance Workshop was held jointly with The Wharton School and ILE on September 29, 2023. It is a forum dedicated to fostering the growth and scholarly work of women professionals in these intersecting academic fields. Annually through this workshop, invited scholars meet to provide feedback on works in progress.
This year’s workshop was organized by Christina Skinner, Associate Professor of Legal Studies & Business Ethics, The Wharton School, and featured 12 paper presentations. Attendees, pictured below, included Colleen Baker (The University of Oklahoma, Price College of Business), Jill E. Fisch (University of Pennsylvania Carey Law School), Claire Hill (University of Minnesota Law School), Jennifer Hill (Monash University), Christine Hurt (SMU Law), Katja Langenbucher (Goethe-Institut), Rosa Lastra (Queen Mary University of London School of Law), Dorothy Lund (Columbia Law School), Lindsay Sain Jones (University of Georgia, Terry College of Business), Kate Judge (Columbia Law School), Maria Macia (University of Notre Dame, The Law School), Elizabeth Pollman (University of Pennsylvania Carey Law School), Adriana Robertson (University of Chicago), and Christina Skinner (The Wharton School, University of Pennsylvania).
1 John DiTomo (Morris, Nichols, Arsht & Tunnell LLP), The Hon. Lori W. Will (Delaware Court of Chancery), Leo E. Strine, Jr. (Wachtell Lipton Rosen & Katz), students (University of Pennsylvania Carey Law School)
PIPELINE PROGRAMS
Pipeline programs supported and hosted by ILE are designed to give Penn Carey Law students experiential learning opportunities to add to the classroom experience. Students interested in business law and Delaware corporate law can take advantage of our many offerings to gain greater access and understanding.
LUNCH AND LEARN PROGRAMS
Continuing an initiative begun last year, ILE offered students the lunch and learn series to highlight prominent participants in the business field, with a particular emphasis on exposing students and the Penn community to a diverse range of careers and cutting-edge topics in business and business law.
OCTOBER 31, 2023
Eric S. Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP
Eric advises corporations on a broad array of transactions, including business combinations, acquisitions and divestitures, spin-offs and split-offs, and capital raises. He also advises generally on matters of corporate governance. A major focus of his practice is representing public companies in M&A transactions as well as special committees of independent directors in considering transactions involving potential conflicts of interest. A former clerk to Chancellor Chandler and Vice Chancellor Noble on the Delaware Court of Chancery, Eric has been actively involved in the national corporate legal community, the local Delaware legal community, as well as in firm governance. At the national level, he is the former chair of the ABA Section of Business Law Private Equity and Venture Capital Committee.
NOVEMBER 29, 2023
Kristopher Knight, Delaware Department of State
Kristopher Knight serves as Chief Deputy Secretary of State and Director of the Delaware Division of Corporations. He oversees the state’s $1.6 billion corporate franchise and its servicing of the more than 1.9 million business entities that make their legal home in Delaware. Mr. Knight also supervises several other divisions of the Delaware Department of State, including the Office of the State Bank Commissioner, the state’s Corporate and International Development office, and Delaware’s abandoned property Voluntary Disclosure Agreement program. Since 2012, he has also served as treasurer of the Delaware Sustainable Energy Utility’s Board of Directors. There he led a comprehensive overhaul of the utility’s financial policies and practices. Mr. Knight also serves on the Governmental Accounting Standards Board (GASB), an independent, private-sector organization based in Norwalk, Connecticut, that establishes accounting and financial reporting standards for U.S. state and local governments that follow Generally Accepted Accounting Principles (GAAP).
DECEMBER
4, 2023
Mark Lebovitch, Retired, Bernstein, Litowitz, Berger & Grossmann
Before his recent retirement from the active practice of law, Mark Lebovitch founded and lead the corporate governance litigation practice at stockholder rights firm Bernstein Litowitz Berger & Grossmann. His practice focused on the startup and conclusion stages of the practice’s stockholder derivative suits and transactional litigation, with a focus on pursuing novel challenges to alleged anti-shareholder practices. Over his 25-year career, Mr. Lebovitch brought claims that changed corporate governance practices, including challenges to anti-activism poison pills, dead hand proxy puts, and the way Special Purpose Acquisition Company (SPAC) deals take place.
MARCH 27, 2024
Alicia Wilson, JPMorgan Chase & Co.
Alicia Wilson is the Managing Director and Global Head of Philanthropy for the North American region, and she is the first Black woman to hold this role. She manages JPMorgan Chase’s local philanthropic plans across more than 40 markets in North America. She works with senior leaders at JPMorgan to ensure the firm’s footprint is creating meaningful impact in Canada and the United States. Prior to joining JP Morgan, Ms. Wilson served as Vice President for Economic Development and Community Partnerships at John Hopkins University and John Hopkins Health System. Ms. Wilson also was previously a partner at Gordon Feinblatt, the firm’s first Black partner. Ms. Wilson has dedicated her career to advancing economic growth and inclusion.
APRIL 3, 2024
Robert W. Cook, FINRA
Mr. Cook serves as President and CEO of the Financial Industry Regulatory Authority (FINRA), and Chairman of the FINRA Investor Education Foundation. From 2010 to 2013, Mr. Cook served as the Director of the Division of Trading and Markets of the U.S. Securities and Exchange Commission. Under his direction, the Division’s professionals were responsible for regulatory policy and oversight with respect to broker-dealers, securities exchanges and markets, clearing agencies and FINRA.
Kristopher Knight, Delaware Department of State
Alicia Wilson, JPMorgan Chase & Co
Robert Cook, FINRA
DELAWARE CLERKSHIP PROGRAM
The Delaware Clerkship Program offers an invaluable opportunity for Penn Carey Law students to immerse themselves in the intricate world of Delaware corporate law. Renowned for its corporate-friendly legal environment, Delaware serves as a hub for complex business litigation and corporate governance matters. More than half of U.S. publicly traded companies are incorporated in Delaware. The Delaware Court of Chancery and the Delaware Supreme Court, as the appellate court, decide issues of corporate law, M&A, and shareholder rights. Through this panel and networking event, students gain a better understanding of the value of clerking. Many corporate attorneys at New York’s and Delaware’s top firms began their careers as Delaware clerks. On October 23, 2023, Professor Jill E. Fisch moderated a panel discussion with current and former clerks of the Delaware Supreme Court and Delaware Court of Chancery about the clerking experience. Panelists included The Hon. Bonnie W. David (Delaware Court of Chancery), Michael Gonen (Duane Morris LLP), Ian Irlander (Latham & Watkins LLP), Mark Mixon (Gibson, Dunn & Crutcher LLP), Charlotte Newell (Sidley Austin LLP), Kirsten Valania (Prickett, Jones & Elliot, P.A.), and The Hon. Morgan T. Zurn (Delaware Court of Chancery). Students had the opportunity to learn more about the application process, the judges, the clerking experience, and how it has helped the panelists in their careers. During the networking reception, students connected with representatives from Delaware law firms about practicing law in Delaware.
1 From left to right: Ian Irlander (Latham & Watkins LLP), Kirsten Valania (Prickett, Jones & Elliot, P.A.), The Hon. Morgan T. Zurn (Delaware Court of Chancery)
2 From left to right: The Hon. Morgan T. Zurn (Delaware Court of Chancery), The Hon. Bonnie W. David (Delaware Court of Chancery), Michael Gonen (Duane Morris LLP), Charlotte Newell (Sidley Austin LLP), Mark Mixon (Gibson, Dunn & Crutcher LLP)
ILE MEET AND GREET PANELS
In the beginning of the fall and spring semesters, ILE hosted meet and greet welcoming programs for the Law School students, including student affinity groups. In addition to giving students the opportunity to meet the ILE Executive Director and Faculty Co-Directors and hear about upcoming ILE programs of interest, the programs covered ideas and advice for course planning in the field of business law, career paths in business law, and future programs and opportunities to network with practitioners and upper-class students.
DELAWARE ORAL HISTORY PROJECT AND THE LIPTON ARCHIVE
Eight 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 Delaware Corporate Law Resource Center website, which the Institute created and maintains, makes all these materials publicly accessible at no charge.
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.liptonarchive.org .
The oral history project emerged out of a series of advanced seminars taught by Delaware’s then 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. We celebrated the completion of the oral history project, although the collection of legislative developments will continue to be supplemented from year to year as the Delaware General Corporation Law is amended.
This resource was made possible by the generous support of key sponsors: Wachtell, Lipton, Rosen & Katz, Skadden, Arps, Slate, Meagher & Flom LLP, Sullivan & Cromwell LLP, CSC Global Enterprises, LLC, Morris, Nichols, Arsht & Tunnell LLP, Potter Anderson & Corroon LLP, Richards, Layton & Finger, P.A., Young Conaway Stargatt & Taylor, LLP, 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 to the present, 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 works, 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, design interesting classroom and executive and legal education sessions, and deepen their understanding of the history and traditions of corporate governance.
ASSOCIATE FACULTY
ASSOCIATE FACULTY
ILE DIRECTORS
Lisa M. Fairfax
Presidential Professor of Law; Co-Director, Institute for Law & Economics
Lisa M. Fairfax’s research and scholarly interests include matters related to corporate and board governance, board fiduciary duties, board-shareholder engagement, board composition and diversity, corporate focus on ESG, shareholder activism and engagement, affinity fraud, and securities fraud. Before joining the Penn Carey Law faculty, she was the Alexander Hamilton Professor of Business Law at the George Washington University Law School and served as the founding director of GW’s Corporate Law and Governance Initiative. Fairfax currently serves as a public governor on the Board of Governors of the Financial Industry Regulation Authority (FINRA). She is a member of the American Law Institute (ALI) and ALI’s Advisory Group for the Restatement of Law, Corporate Governance. Fairfax serves on the board of the Institute for Law and Economic Policy (ILEP), the Securities and Exchange Commission Historical Society, and DirectWomen, an organization aimed at increasing public company board diversity. She formerly served on the Investor Advisory Committee of the Securities and Exchange Commission, the National Adjudicatory Council of FINRA, and FINRA’s NASDAQ Market Regulation Committee. Fairfax is a former member of the Committee on Corporate Laws of the American Bar Association and a former chair of both the Securities Regulation Section and Business Associations Section of the American Association of Law Schools. Prior to GW, Fairfax was a Professor of Law and Director of the Business Law Program at the University of Maryland School of Law. Before entering academia, she practiced corporate and securities law at Ropes & Gray LLP. Fairfax graduated from Harvard Law School and Harvard College with honors.
Jill E. Fisch
Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law & Economics
Jill E. Fisch teaches and writes about corporate governance, business litigation, and securities regulation. Her recent work has focused on ESG, institutional investors, and shareholder voting. 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 holds joint (courtesy) appointments with the Wharton Department of Finance and the Department of Legal Studies. She has also been a visiting professor at Harvard Law School, Columbia Law School, Georgetown University Law Center, and UC Berkeley Law School. In 2022 she won the University of Pennsylvania’s Lindback Award for Distinguished Teaching. She has also received the LLM Award for Excellence in Teaching (2015-16 and 2021-22) and the Robert A. Gorman Award for Excellence in Teaching (2010-11 and 2020-21).
Prior to entering academia, Fisch practiced law with the U.S. Department of Justice and the New York office of Cleary, Gottlieb, Steen & Hamilton LLP. Fisch is an associate reporter for the American Law Institute’s Restatement of Corporate Governance. She received her BA in mathematics from Cornell University and her JD from Yale Law School.
Elizabeth Pollman
Professor of Law; Co-Director, Institute for Law & 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 American Association of Law Schools Business Associations Executive Committee. Pollman has received the Harvey Levin Memorial Award for Teaching Excellence (2022) and the LLM Prize for Excellence in Teaching (2021 & 2024).
Before joining the Penn Carey 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 LLP in Silicon Valley and Los Angeles and served as a clerk for The Hon. Raymond C. Fisher of the Ninth Circuit Court of Appeals. She earned both her BA and JD, with distinction, from Stanford University.
Norman M. Powell
Executive Director, Institute for Law & Economics; Senior Fellow
Norman M. Powell’s primary interests include Delaware corporate and alternative entity law, secured transactions, and third-party legal opinions. He makes presentations for bar associations, trade groups, and law firms, and publishes in a variety of law journals and other periodicals. Powell is currently Vice Chair of the American Bar Association (ABA) Business Law Section, and was formerly its Content Officer (2017-2022), a member of its governing Council (2015-2017), and Chair of its Uniform Commercial Code Committee (2012-2015).
An elected member of the American Law Institute (ALI), Powell is a Fellow and former President (2019-2020) of the American College of Commercial Finance Lawyers. He is a member of the Permanent Editorial Board for Uniform Commercial Code, the TriBar Opinion Committee, and The Working Group on Legal Opinions Foundation (Board of Directors (2019-2021); Advisory Board (2017-2019 and 2021-present)).
Powell began practicing law in Delaware in 1989 and is a partner in the firm Young Conaway Stargatt & Taylor, LLP. From 2014 through 2019, he taught secured transactions as an adjunct professor at the Temple University James E. Beasley School of Law. He is admitted to practice in Delaware, New York, and Pennsylvania.
ASSOCIATE FACULTY
David Abrams
William B. and Mary Barb Johnson Professorship of Law and Economics; Professor of Business Economics and Public Policy
David Abrams is Professor of Law, Business Economics and Public Policy at the University of Pennsylvania Carey 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 PhD in Economics from the Massachusetts Institute of Technology in 2006, his master’s degree in physics from Stanford in 2001, and his bachelor’s degree 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, 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 article, “A New Framework for the Relationship Between Government and Insurance, with Lessons for Ransomware Insurance,” uses a case study method to demonstrate the pervasive involvement of government in private insurance markets that extends well beyond the activities traditionally understood as insurance regulation.
Baker created the widely cited COVID Coverage Litigation Tracker, which gathers data on state and federal lawsuits by businesses seeking coverage for business interruption losses stemming from the COVID-19 pandemic.
He has secondary appointments in the Business Economics and Public Policy and Healthcare Management Departments at The Wharton School. He is the Reporter for the American Law Institute's Restatement of The Law School 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. He was awarded the 2024 Harry J. Kalven, Jr. Prize by the Law and Society Association for “empirical scholarship that has contributed most effectively to the advancement of research in law and society.” 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 Carey Law faculty in 2008. He clerked for The Hon. Juan Torruella of the U.S. Court of Appeals and practiced with the firm of Covington & Burling LLP.
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 Hon. William H. Timbers on the U.S. Court of Appeals for the Second Circuit and practiced for several years at Debevoise & Plimpton LLP 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.
Vincent Buccola
Associate Professor of Legal Studies & Business Ethics
Vince Buccola is the Associate Professor of Legal Studies and Business Ethics at The Wharton School, where he studies corporate financial law, especially as it pertains to distress, reorganization, and bankruptcy. Before joining the Wharton faculty, he was a Bigelow Fellow at the University of Chicago Law School. He clerked for The Hon. Frank H. Easterbrook, of the U.S. Court of Appeals for the Seventh Circuit, and was a trial lawyer at Bartlit Beck LLP. He is a graduate of the University of Chicago Law School (JD) and Wesleyan University (BA).
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 fellow of the American Bar Foundation, chair of the rulemaking committee of the Administrative Conference of the United States, and chair of a National Academy of Sciences committee on statutory authority on maritime transportation. 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 JD, MPP, and PhD in political science from the University of Michigan, and for 12 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 Carey Law.
ASSOCIATE FACULTY
Brian D. Feinstein
Assistant Professor of Legal Studies & Business Ethics, The Wharton School
Brian D. Feinstein examines how the structure of financial regulators and other government agencies that regulate business affects outcomes. A political scientist and lawyer by training, Dr. Feinstein’s incorporates into his research insights from administrative law and the social sciences. His scholarship has been published in the Columbia Law Review, Journal of Empirical Legal Studies, Journal of Financial Regulation, and University of Pennsylvania Law Review, among other journals, and has been featured in The New York Times, The Wall Street Journal , and other national publications.
Claudine Gartenberg
Associate Professor of Management, The Wharton School
Professor Claudine Gartenberg received a BA from Harvard College, and a DBA and MBA from Harvard Business School, where she graduated as a Baker Scholar. Her research focuses on corporate purpose, corporate ownership, and compensation, and the implications of each for firm strategy and competitiveness. Her work has been published in top academic journals, including Management Science, Organization Science, and Strategic Management Journal . She is an associate editor at Management Science and serves on the editorial boards of Strategic Management Journal and Strategy of Business Science. She joined Wharton in 2017 from the faculty of the NYU Stern School of Business. Prior to academia, Professor Gartenberg was an account manager at a business consulting firm, working with clients such as PG&E, Chevron, Hallmark Cards, Wells Fargo, and Bank of America.
Vincent Glode
Pasi M. Hamalainen Professor of Finance, The Wharton School
Vincent Glode is the Pasi H. Hamalainen 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, Journal of Economic Theory, Journal of Finance, Journal of Financial Economics, and Review of Financial Studies and have received best paper awards at multiple conferences. He is an associate editor at the Journal of Finance and at Management Science, an elected board member of the Northern Finance Association, and a past elected board member of the Finance Theory Group. At Wharton, Professor Glode teaches valuation courses at the undergraduate, MBA, and executive education programs and has won several teaching awards. He has served on Wharton’s Teaching Excellence Committee, the Dean’s Advisory Council, and the MBA program’s Executive Committee. 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 and a Professor of Finance at The Wharton School of the University of Pennsylvania. He has been on the faculty of the The Wharton School since 2004 and holds a secondary appointment as a Professor of Economics.
Professor Goldstein currently serves as the Chairperson of the Finance Department and is also the Co-Director of the Wharton Initiative on Financial Policy and Regulation. Prior to that, he was the coordinator of the PhD program in Finance and, in 2022, received the Provost’s Award for Distinguished PhD Teaching and Mentoring.
Professor Goldstein earned his PhD 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, Journal of Finance, Journal of Financial Economics, Journal of Political Economy, Review of Economic Studies, and Review of Financial Studies. His research has also been featured in The Economist, The Wall Street Journal , Financial Times, Bloomberg, Forbes, National Public Radio, and other popular press.
Professor Goldstein is the Executive Editor of the Review of Financial Studies and is a Research Associate at the National Bureau of Economic Research. He has also been the editor of the Finance Department in Management Science and of the Journal of Financial Intermediation Professor Goldstein has served as an academic advisor in various policy institutions, including the Federal Reserve Banks of New York, Philadelphia, and Richmond, the Bank of Canada, the Bank for International Settlements, the Committee for Capital Markets Regulation, and the International Monetary Fund. 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 been a keynote speaker in leading academic conferences.
Prior to joining Wharton, Professor Goldstein served on the faculty of Duke University’s Fuqua School of Business. He also worked in the Research Department of the Bank of Israel.
Richard J. Herring
Jacob Safra Professor of International Banking, Professor of Finance
Richard J. Herring is the founding director of the Wharton Financial Institutions Center, of which he served as a director from 1994-2020. 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.
Outside the university, he was 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 was also an independent director of the Aberdeen Japan and Singapore Funds. 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
William A. Schnader Professor of Law
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. Current projects include the building and analysis of a dataset consisting of hundreds of thousands of Philadelphia residential leases, and associated evictions, as well as work developing a theory of externalities in contract doctrine. Other recent scholarship examined the technical and legal aspects of transactions occurring on and through blockchains. In the past, using qualitative and experimental methods, Hoffman has focused 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 Carey Law student that argues that nondisclosure clauses in employment contracts violate public policy.
Robert W. Holthausen
The Nomura Securities Co. Professor; Full Professor in Wharton Accounting Professor of Finance
Robert W. Holthausen earned his PhD and his MBA 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. Holthausen’s main teaching has focused on 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. 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. 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 Tech Monopoly (MIT Press, 2024); 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.
Jonathan Klick
Charles A. Heimbold, Jr. Professor of Law
Jonathan Klick earned his PhD in economics in 2002 and his JD 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.
ASSOCIATE FACULTY
Michael S. Knoll
Theodore K. Warner Professor of Law; Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy
Michael S. Knoll joined the Penn Carey 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. Knoll’s undergraduate and JD degrees are from the University of Chicago. He also earned a PhD 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 Hon. Alex Kozinski of 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.
Sarah E. Light
Mitchell J. Blutt and Margo Krody Blutt Presidential Professor; Professor of Legal Studies & Business Ethics, The Wharton School
Sarah E. Light’s research examines issues at the intersection of environmental law, corporate sustainability, and business innovation. Her articles have addressed the ways in which laws that structure corporations and the marketplace should be considered forms of environmental law; how private actions by business firms, such as the adoption of a private carbon fee, or lending and underwriting decisions by banks and insurance companies, can be forms of private environmental governance; and how to address concerns about greenwashing consistent with the First Amendment. Her articles have appeared in the Stanford Law Review, the Columbia Law Review, the Duke Law Journal , the UCLA Law Review, and the University of Pennsylvania Law Review, among others.
Light serves as Faculty Co-Director of Wharton’s Climate Center. In 2019 and 2018, Light was awarded Wharton Teaching Excellence Awards. In 2017, Light was awarded an Excellence in Teaching Award in the MBA Program. In 2016, Light was one of ten faculty nominated by the MBA student body for the Helen Kardon Moss Anvil Award for Outstanding MBA Teaching.
David K. Musto
Ronald O. Perelman Professor in Finance, Director, Stevens Center for Innovation 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 BA from Yale University and a PhD 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.
Eric W. Orts
Guardsmark Professor, Professor of Legal Studies & Business Ethics and Professor of Management
Eric W. Orts is a distinguished scholar and educator with expertise in corporate governance, environmental law and policy, professional ethics, securities regulation, democratic theory, constitutional law, theories of the firm, and business theory. He holds a JSD and LLM from Columbia University and a JD from the University of Michigan. Orts has made significant contributions to the field through visiting appointments at prestigious institutions such as Columbia Law School, Harvard University, INSEAD European campus, NYU School of Law, University of Leuven, University of Michigan Law School, UCLA School of Law, University of California Santa Barbara, University of Sydney Law School, and Tsinghua University. Before joining academia, he was an associate attorney at Paul, Weiss, Rifkind, Wharton & Garrison LLP and served as the Chemical Bank Fellow in Corporate Social Responsibility at Columbia University School of Law.
Gideon Parchomovsky
Robert G. Fuller, Jr. Professor of Law
Gideon Parchomovsky received his LLB from the Hebrew University of Jerusalem in 1993, his LLM from the University of California at Berkeley in 1995, and his SJD from Yale Law School in 1998. Prior to joining the Penn Carey Law faculty in fall 2002, Parchomovsky served as an Associate Professor at Fordham Law School and a Visiting Lecturer at Yale Law School. His research interests include intellectual property law and property theory. His recent work focuses on unlocking synergies among sub-fields of intellectual property and devising innovative mechanisms for protecting property entitlements.
Andrew W. Postlewaite
Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School
Andrew W. Postlewaite received his PhD from Northwestern University in 1974 and joined the Penn faculty from the University of Illinois in 1980. He is a member of the American Academy of Arts and Sciences and is a director of the National Bureau of Economic Research. He is the founding editor of
the journal American Economic Journal: Microeconomics. Postlewaite is also a Research Associate at Penn's Population Studies Center and a Research Associate at Penn's Institute for Law and Economics. He has taught at Caltech, Harvard, Princeton, Stanford, the University of California, San Diego, the University of Illinois and Yale. His research interests include game theory, social norms, and behavioral economics. He has served on the editorial board of the Journal of Economic Theory and Games and Economic Behavior as well as co-editor of Econometrica and editor of the International Economic Review.
Michael R. Roberts
William H. Lawrence Professor of Finance, The Wharton School
Michael R. Roberts is the William H. Lawrence Professor and Professor of Finance at the Wharton School of the University of Pennsylvania, a Research Associate of the National Bureau of Economic Research, and an affiliate of the Institute for Law and Economics and the Wharton Financial Institutions Center at the University of Pennsylvania.
His research spans corporate finance, banking, and investments. More recently, he has turned his attention to the intersection of AI + machine learning and finance, and financial education. He has served on more than half a dozen journal editorial boards, including the Journal of Finance of which he was a co-editor.
In addition to his research, he is passionate about teaching. Over the last 25 years, he has taught undergraduates, MBAs, PhDs, and executives at UC Berkeley, Duke University, and Wharton. As the academic director for the Essentials of Finance module in the Wharton Global Youth program, he developed a curriculum for and taught high school students. As a result, he’s founded a Financial Proficiency Initiative (FPI), which aims to provide financial education to high school students and their communities.
He graduated from the University of California, San Diego with a BA in Economics, and the University of California, Berkeley with an MS in Statistics and a PhD in Economics.
Jennifer Rothman
Nicholas F. Gallicchio Professor of Law
Jennifer E. Rothman is nationally recognized for her scholarship in the field of intellectual property law. She is the leading expert on the right of publicity, and is frequently sought after to consult on legislation, highprofile litigation, and the development of creative projects. Rothman holds a secondary appointment at the Annenberg School for Communication.
In addition to focusing on conflicts between intellectual property rights and other constitutionally protected rights, such as the freedom of speech, her scholarship also explores the intersections of tort and property law, particularly in the context of the right of publicity, copyright, and trademark and unfair competition law. Her current research focuses on the ways intellectual property law is employed to turn people into a form of property, as well as how it regulates the production and content of expression.
She created “Rothman’s Roadmap to the Right of Publicity,” an online resource, located at www.rightofpublicityroadmap.com, which provides a comprehensive analysis of state right of publicity laws and commentary on recent cases and legislation. Rothman is an elected member of the American Law Institute and an adviser on the Restatement of the Law (Third) of Torts: Defamation and Privacy.
Rothman joined the Penn faculty after serving as the William G. Coskran Chair at LMU Loyola Law School in Los Angeles, where she
received the 2019-2020 David P. Leonard Faculty Service Award for outstanding teaching and service. Rothman was previously a member of the faculty at Washington University in St. Louis. She is also an affiliated fellow at the Yale Information Society Project at Yale Law School.
Rothman received her AB from Princeton University where she received the Asher Hinds Book Prize and the Grace May Tilton Prize. Rothman received an MFA in film production from the University of Southern California’s School of Cinematic Arts, where she directed an award- winning documentary. Rothman received her JD from UCLA, where she graduated first in her class and won the Jerry Pacht Memorial Constitutional Law Award for her scholarship in that field. Rothman served as law clerk to The Hon. Marsha S. Berzon of the U.S. Court of Appeals for the Ninth Circuit in San Francisco.
Rothman has also worked in the film industry, including a position in feature production at Paramount Pictures, and as an entertainment and intellectual property litigator in Los Angeles.
Amy Sepinwall
Associate Professor of Legal Studies and Business Ethics, The Wharton School
Amy Sepinwall is an Associate Professor at The Wharton School, where she teaches business ethics and legal philosophy. She earned her BA with First Class Honors in philosophy and English, and MA in bioethics, from McGill University, a JD from Yale Law School, and a PhD in philosophy, with distinction, from Georgetown University. Her research interests span several critical areas, including institutional complicity and the moral and legal status of inanimate entities like corporations and AI, focusing on corporate constitutional rights and corporate criminal liability. She also focuses on gender and racial justice as well as law and religion. Sepinwall’s works have been published leading journals 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.
David A. Skeel, Jr.
S. Samuel Arsht Professor of Corporate Law
David A. 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 Hon. Walter K. Stapleton of 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 faculty in 1990. Skeel has also held visiting appointments at the law schools of the University of Wisconsin (1993-94), University of Virginia (spring 1994), University of Pennsylvania (fall 1997), Georgetown (fall 2004), NYU (fall 2013), and Harvard (spring 2015). He has received the Harvey Levin award three times for outstanding teaching, as selected by a vote of the graduating class, the Robert A. Gorman award for excellence in upper level course teaching, and the University’s Lindback Award for distinguished teaching. 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 served as chair of the Financial Oversight and Management Board for Puerto Rico from 2016 to July 2024.
ASSOCIATE FACULTY
Christina Parajon Skinner
Associate Professor of Legal Studies & Business Ethics
Christina Parajon Skinner is an expert on financial policy and regulation, with a focus on central banks and fiscal authorities. Her research pursues questions surrounding central bank mandates, monetary and fiscal policy, capitalism and financial markets, and the constitutional separation-of-powers. Professor Skinner’s work is international and comparative in scope, drawing on her experience as an academic and central bank lawyer in the United Kingdom. Her research has been published in the Columbia Law Review, Duke Law Journal, Vanderbilt Law Review, Harvard Business Law Review, and Georgetown Law Journal, among other leading academic journals. Professor Skinner has also contributed to financial regulatory policy working groups, including those convened by the Federal Reserve Bank of New York, the Financial Stability Board, and the UK Banking Standards Board. She is presently an Affiliate Fellow at the Stigler Center, at the University of Chicago’s Booth School of Business and a research member of the European Corporate Governance Institute (ECGI).
Prior to joining the faculty at Wharton, Professor Skinner served as legal counsel at the Bank of England, in the Financial Stability Division of the Bank’s Legal Directorate. Previously, Professor Skinner was an Academic Visitor at the University of Oxford, Faculty of Law and a Visiting Fellow at the London School of Economics, Law Department. From 2014-2016, she was a post-doctoral fellow and lecturer in Law at Columbia Law School.
Professor Skinner received her JD from Yale Law School, and an AB from the School of Public and International Affairs at Princeton University, with a concentration in international economics. She received certificates of proficiency in European Politics and Society and Spanish Language and Culture.
Lucian (Luke) Taylor
John B. Neff Professor in Finance, Professor of Finance, Co-Director, Rodney L. White Center for Financial Research
Luke Taylor earned his AB from Princeton University and MBA and PhD in Finance from the University of Chicago Booth School of Business. His primary areas of research are empirical corporate finance and asset management, specifically sustainable investing, skill in fund management, and structural estimation in corporate finance. His work has been published in top journals such as 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. Taylor has received several prestigious awards, including the Fama/DFA Prize for best paper in the Journal of Financial Economics, the AQR Insight Award for Distinguished Paper. He is an associate editor at the Journal of Financial Economics and Review of Finance.
At Wharton, he teaches “Venture Capital and the Finance of Innovation” to undergraduate, MBA, and executive MBA students.
Susan M. Wachter
Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research; Director, Wharton Geographical Information Systems Lab
Dr. Susan Wachter is the Albert E. Sussman Professor of Real Estate and a Professor of Finance at The Wharton School. She also serves as the Co-Director of the Penn Institute for Urban Research and the Director of the Wharton Geographical Information Systems Lab. From 1998 to 2001, she was the Assistant Secretary for Policy Development and Research at the U.S. Department of Housing and Urban Development. At Wharton, she has served as the Chairperson of the Real Estate Department and has been recognized with several teaching awards for excellence at The Wharton School. Dr. Wachter’s research focuses on urban economics, real estate finance, and housing markets. She is author of more than 150 scholarly publications and is the 2022 recipient of the Quigley Medal for Advancing Real Estate and Urban Economics. Additionally, she has served on the editorial boards of various real estate journals and on several advisory committees, including the Financial Research Advisory Committee of the U.S. Department of Treasury and the Bureau of Economic Analysis Advisory Committee.
Polk Wagner
Michael A. Fitts Professor of Law, Co-Director, Center for Innovation, Technology & Competition
Polk Wagner focuses his research and teaching in intellectual property law and policy, with a special interest in patent law.
He has written over 20 articles on topics ranging from an empirical analysis of judicial decision-making in the patent law to the First Amendment status of software programs. His work has appeared in the Stanford Law Review, Columbia Law Review, and University of Pennsylvania Law Review, among several others. He is the author (with Professor Craig Nard) of Patent Law: Concepts and Insights (Foundation Press 2008). He is a frequent lecturer on intellectual property topics worldwide.
Prior to joining the Penn Carey Law faculty in 2000, Wagner served as a clerk to The Hon. Raymond C. Clevenger III of the U.S. Court of Appeals for the Federal Circuit. He holds degrees from Stanford Law School, the University of Michigan, and the College of Charleston, and was the 1994-95 Roger M. Jones Fellow and the London School of Economics.
Shelley Welton
Presidential Distinguished Professor of Law and Energy Policy at Penn Carey Law and Kleinman Center for Energy Policy
Shelley Welton is the Presidential Distinguished Professor of Law and Energy Policy at the University of Pennsylvania Carey Law School where she holds an affiliation with the Kleinman Center for Energy Policy in the Weitzman School as part of President Amy Gutmann’s 2019 commitment to build a multidisciplinary energy policy faculty affiliated with the Kleinman Center.
At the Law School, Welton teaches environmental law and a climate change law seminar. She also teaches “Introduction to Energy Policy,” a university-wide graduate course, for the Kleinman Center on Energy Policy.
Welton comes to Penn from the University of South Carolina School of Law, where she taught administrative law, energy law, environmental law and policy, environmental justice, and climate change law. Her scholarship has appeared in publications including the Yale Law Journal , Stanford Law Review, California Law Review, Columbia Law Review, Michigan Law Review, and Harvard Environmental Law Review.
Prior to academia, Welton worked as the deputy director of Columbia Law School’s Sabin Center for Climate Change Law. She also clerked for The Hon. David Trager of the Eastern District of New York and The Hon. Allyson Duncan of the Fourth Circuit. She received her PhD in law from Yale Law, her JD from NYU School of Law, a Master of Public Administration in environmental science and policy from Columbia University’s School of International and Public Affairs, and her BA from the University of North Carolina at Chapel Hill.
Kevin Werbach
Liem Sioe Liong/First Pacific Company Professor Professor of Legal Studies & Business Ethics Chairperson, Legal Studies and Business Ethics
Kevin Werbach is Professor of Legal Studies and Business Ethics at The Wharton School. Formerly Counsel for New Technology Policy at the U.S. Federal Communications Commission, Werbach has spent over two decades exploring Internet, digital media, and communications trends. He served on the Obama Administration’s Presidential Transition Team, founded the Supernova Group, and created a successful MOOC, with nearly half a million enrollments. Werbach has published four books, including "The Blockchain and the New Architecture of Trust" and hosts the podcast "The Road to Accountable AI." Earlier in his career, he edited Release 1.0, and helped develop U.S. Government’s Internet and e-commerce policies in the Clinton Administration.
Tess Wilkinson-Ryan
Golkin Family Professor of Law and Professor of Psychology
Tess Wilkinson-Ryan L’05, G’06, PhD’08 studies the psychology of legal decision-making. Her research addresses the role of moral judgment in legal decision-making, with a particular focus on private contracts and negotiations.
She uses experimental methods from psychology and behavioral economics to ask how people draw on their moral intuitions to motivate or inform legal choices. Recent research topics include mortgage borrowing and default, retirement planning, contract precautions, and the cognitive and emotional response to breach of contract.
In 2012, Wilkinson-Ryan was awarded the A. Leo Levin Award for Excellence in Teaching an Introductory Course.
Christopher Yoo
Imasogie Professor in Law and Technology; Professor of Communication; Professor of Computer and Information Science; Founding Director, Center for Technology, Innovation & Competition
Christopher Yoo has emerged as one of the world’s leading authorities on law and technology. One of the most cited scholars in administrative and regulatory law as well as intellectual property, he has authored five books and over 100 scholarly works.
His major research projects include investigating innovative ways to connect more people to the Internet; comparing antitrust law in China, Europe, and the U.S.; analyzing the technical determinants of optimal interoperability; promoting privacy and security for autonomous vehicles, medical devices, and the Internet’s routing architecture; and studying the regulation of Internet platforms. He has also created innovative joint degree programs designed to produce a new generation of professionals with advanced training in both law and engineering.
He is frequently called to testify before the U.S. Congress, Federal Communications Commission, Federal Trade Commission, Antitrust Division of the U.S. Department of Justice, foreign governments, and international organizations. He recently served as a member of the Federal Communication Commission’s Broadband Deployment Advisory Committee, the Board of Advisors for the American Law Institute’s Project on Principles of Law for Data Privacy and the Restatement of Principles for a Data Economy, and as co-convener of the United Nations Internet Governance Forum’s Initiative on Connecting and Enabling the Next Billions.
Before entering academia, he served as a law clerk to Justice Anthony M. Kennedy of the Supreme Court of the United States and The Hon. A. Raymond Randolph L’69 of the U.S. Court of Appeals for the D.C. Circuit.
Bilge Yilmaz
Wharton Private Equity Professor, Professor of Finance, The Wharton School; Academic Director, Harris Family Alternative Investments Program
Bilge Yilmaz is the Wharton Private Equity Professor and Professor of Finance at The Wharton School. His research focuses on alternative investments, corporate finance, game theory, and political economy. He received his BS degrees in Electrical Engineering and Physics from Boğaziçi University, and his PhD in Economics from Princeton University. 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. He has previously held academic positions at Stanford University.
David Zaring
Elizabeth F. Putzel Professor of Legal Studies & Business Ethics, The Wharton School
David Zaring writes at the intersection of financial regulation, international law, and administrative law. He has written over 50 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 Law School unless otherwise noted.
Directors
Lisa M. Fairfax, Presidential Professor of Law; Co-Director, Institute for Law and Economics
The Perils and Promise of Shareholders as Stakeholder Advocates, in Board-Shareholder Dialogue: Policy Debate, LegaL Constraints anD best PraCtiCes (Luca Enriques and Giovanni Strampelli, eds. Cambridge Univ. Press forthcoming).
Directors' and Officers' Liability under Securities Laws, in researCh hanDbook on CorPorate LiabiLity (Martin Petrin & Christian Witting, eds. Edward Elgar 2023).
seCurities Litigation enforCement anD ComPLianCe: Cases anD materiaLs (West Academic, 5th ed. 2023)
Board Committee Charters and ESG Accountability, 12 Harv. Bus. L. Rev. 371 (2022).
Empowering Diversity Ambition, 75 VanD. L. reV en banC 131 (2022).
Stakeholderism, Corporate Purpose and Credible Commitment, 108 Va. L. reV (2022).
Racial Reckoning with Economic Inequities, 106 CorneLL L. reV onLine 68 (2021).
The Shareholder-Stakeholder Alliance: Exposing the Link between Shareholder Power and the Rise of a Corporate Social Purpose, in researCh hanDbook on CorPorate PurPose anD PersonhooD (Elizabeth Pollman & Robert Thompson, eds., Elgar 2021).
Just Say Yes? The Fiduciary Duty Implications of Directorial Acquiescence, 106 iowa L. reV 102 (2021).
Whitman and the Fiduciary Relationship Conundrum, 89 forDham L. reV 409 (2020).
From Apathy to Activism: The Emergence, Impact and Future of Shareholder Activism as the New Corporate Governance Norm, 99 B. U. L. Rev. 1301 (2019).
Social Activism Through Shareholder Activism, 76 wash. & Lee L. reV. 1129 (2019).
All on Board? Board Diversity Trends Reflect Signs of Promise and Concern, 87 geo wash. L. reV (2019).
The Securities Law Implications of Financial Literacy, 104 Va. L. reV. 1065 (2018).
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics
Dual Class Stock (with S. Solomon), in the oxforD hanDbook of CorPorate Law anD goVernanCe (Oxford Univ. Press forthcoming).
How Did Corporations Get Stuck in Politics and Can They Escape?, u. Chi bus. L. reV (forthcoming).
Shareholder Proposals and the Debate over Sustainability Disclosure, in boarD-sharehoLDer DiaLogue: PoLiCy Debate, LegaL Constraints anD best PraCtiCes (Luca Enriques & Giovanni Strampelli, eds. Cambridge Univ. Press forthcoming).
Extending Dual Class Stock: A Proposal, 25 theoretiCaL inquiries L. 23 (2024).
Overseeing the Administrative State, 47 seattLe u. L. reV. 899 (2024).
What’s in a Name? ESG Mutual Funds and the SEC’s Names Rule (with A. Robertson), 96 s. CaL. L. reV 1417 (2024).
Corporate Democracy and the Intermediary Voting Dilemma (with J. Schwartz), 102 tex. L. reV. 1 (2023).
Managers’ Private Communications with Analysts: The Effect of SEC v. Siebel Systems Inc. (with A. Ali, M. Durney, & H. Kyung), 40 ContemP aCCt rsCh. 1641 (2023).
Promoting Corporate Diversity: The Uncertain Role of Institutional Investors, 46 seattLe L. reV. 367 (2023).
The Uncertain Stewardship Potential of Index Funds, in gLobaL sharehoLDer stewarDshiP: ComPLexities, ChaLLenges anD PossibiLities (Dionysia Katelouzou & Dan W. Puchniak eds, Cambridge University Press 2022).
Do ESG Mutual Funds Deliver on Their Promises? (with Q. Curtis & A. Robertson), 120 miCh. L. reV 393 (2021) (selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2021).
Stealth Governance: Shareholder Agreements and Private Ordering, 99 wash u. L. reV. 913 (2021)
Mutual Fund Stewardship and the Empty Voting Problem, 16 brook. J. of CorP fin. & Com. L. 71 (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).
Synthetic Governance (with B. Hyun Ahn, P. Patatoukas & S. Davidoff Solomon), 2 CoLum bus. L. reV. 476 (2021).
Trust, Financial Literacy and Financial Market Participation (with Jason Seligman), J. Pens eCon & fin. 1-31 (2021).
The “Value of a Public Benefit Corporation (with S. Davidoff Solomon), in researCh hanDbook on CorPorate PurPose anD PersonhooD (Elizabeth Pollman & Robert Thompson eds., Elgar 2021).
Can and Should Corporations Commit to a Voluntary Carbon Tax? in business Law anD the transition to a net Zero eConomy (Verlag C.H.Beck oHG, Andreas Engert, Luca Enriques, Georg Ringe, Umakanth Varottil & Thom Wetzer, eds., 2021).
Shareholder Collaboration (with S. Sepe), 98 tex. L. reV. 863 (2020).
Defined Contribution Plans and the Challenge of Financial Illiteracy (with A. Lusardi & A. Hasler), 105 CorneLL L. reV. 741 (2020).
Is Sustainability Disclosure Sustainable?, 107 geo. L. J. 923 (2019).
Elizabeth Pollman, Professor of Law; Co-Director, Institute for Law and Economics
Corporate Purpose, in the oxforD hanDbook of CorPorate Law anD goVernanCe, (Oxford Univ. Press forthcoming).
Dynamic Views of Startup Governance and Failure, in Research hanDbook on the struCture of PriVate equity anD Venture CaPitaL, (Edward Elgar forthcoming).
The Making and Meaning of ESG, harV bus. L. reV (forthcoming).
Adventure Capital, 96 s CaL. L. reV. 1341 (2024)
Ousted (with Y. Aran) 25 theoretiCaL inquiries L. 231 (2024).
business organiZations: a ContemPorary aPProaCh (F. Partnoy) (West Academic, 4th ed. 2023)
The Pioneers, Waves, and Random Walks of Securities Law in the Supreme Court, 47 seattLe L. reV 883 (2024).
Startup Failure, 73 Duke L. J. 327 (2023).
The Rise of Regulatory Affairs in Innovative Startups, in the CambriDge hanDbook on Law anD entrePreneurshiP in the uniteD states (D. Gordon Smith, Brian Broughman & Christine Hurt eds., Cambridge University Press 2022).
The Supreme Court and the Pro-Business Paradox, 135 harV. L. reV 220 (2022).
The Corporate Governance Machine (with D. Lund), 121 CoLum. L. reV. 2563 (2021) (selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2021).
researCh hanDbook on CorPorate PurPose anD PersonhooD (Elizabeth Pollman & Robert B. Thompson eds., Edward Elgar Publishing 2021).
Corporate Personhood and Limited Sovereignty, 74 VanD. L. reV. 1727 (2021) (Symposium: “Professor Margaret Blair’s Contributions to Understanding the Role of Corporations in the Economy”).
The History and Revival of the Corporate Purpose Clause, 99 tex. L. reV 1423 (2021) (Symposium: “Governance Wars: Contesting Power and Purpose in the 21st Century Corporation”).
Private Company Lies, 109 geo. L.J. 353 (2020) (selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 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).
business organiZations: a ContemPorary aPProaCh (with A. Palmiter & F. Partnoy) (3d ed., West 2019).
Corporate Oversight and Disobedience, 72 VanD. L. reV 2013 (2019) (Symposium: "Corporate Accountability")
Corporate Disobedience, 68 Duke L.J. 709 (2019) (selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2019).
Startup Governance, 168 u. Pa. L. reV. 155 (2019) (selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 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? (S. Davidoff Solomon & R. Stuart Thomas eds., University of Chicago Press 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”).
Norman M. Powell, Executive Director, Institute for Law & Economics; Senior Fellow
Delaware Harmonizes Alternative Entity Series and UCC Article 9, 76 BUS. LAW. 1141 (2021).
Contracting COVID: Private Order and Public Good (Standstills), 76 BUS. LAW. 437 (2021), with Jonathan C. Lipson.
Bogus Filings – Some Legal and Policy Considerations, 47 UCC L.J. 43 (2017).
Delaware Goes Paperless (Sort Of) – Direct Submission of Paper or Imaged UCC Filings Is No Longer Permitted as of December 1, 2015, 47 UCC L.J. 5 (2017).
Filings Against Trusts and Trustees Under the Proposed Revisions to Current Article 9 – Thirteen Variations, 42 UCC L.J. 375 (2010).
Associate Faculty
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
What Litigation Funders Can Learn about Settlement Rights from the Law of Liability Insurance, __ Theoretical Inquiries L. ___ (forthcoming).
How Crime Shapes Insurance and Insurance Shapes Crime (with A. Shortland), 15 J. LegaL anaLysis 1 (2023).
Where's the Insurance in Mass Tort Litigation?, 101 tex. L. reV 1569 (2023).
The Government Behind Insurance Governance: Lessons for Ransomware (with A. Shortland), 7 reg. & goVernanCe (2023).
A New Framework for the Relationship Between Government and Insurance, with: Lessons for Ransomware Insurance (with A. Shortland), reg. & goVernanCe (forthcoming 2022).
The Pandemic and the Past & Future of Insurance Law & Practice (with K. Abraham), 71 DePauL L. reV. 1001 (Clifford Symposium)(2021).
Uncertainty > Risk: Lessons for Legal Thought from the Insurance Runoff Market, 62 b.C.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
A History of Corporate Law Federalism in the Twentieth Century, 47 seattLe L. reV 781 (2024).
Shareholder Primacy versus Shareholder Accountability, 47 seattLe u. L. reV. 405 (2024).
Fair Value as Process: A Retrospective Reconsideration of Delaware Appraisal, 47 DeL. J. CorP. L. 497 (2023).
Special Interests at the Gate: The ALI Corporate Governance Project, 1978-1992, in the ameriCan Law institute: a CentenniaL history (Andrew S. Gold and Robert W. Gordon, eds., Oxford Univ. Press 2023).
Team Production Revisited, 74 VanD. L. reV. 1539 (2021).
Reconsidering the Evolutionary Erosion Account of Corporate Fiduciary Law, 76 bus. Law. 1157 (2021).
CorPorate finanCe: Cases anD materiaLs (Foundation Press, 9th ed. 2021).
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political ScienceAlgorithmic Administration as Constitutional Governance (with O. Lobel), in oxforD hanDbook on DigitaL ConstitutionaLism (Oxford Univ. Press forthcoming).
Anti-Politics in the Administrative State (with D. Walters), __ Common knowLeDge (forthcoming).
Assessing Regulatory Excellence, in reguLatory goVernanCe: Learning, ChaLLenges anD way forwarD (Taylor & Francis forthcoming).
Improving the Affirmative Disclosure of Agency Legal Materials (with B. Bell, M. Herz, M. Kwoka, & O. Lobel), m Ch J. enVtL. & aDmin. L. ___ (forthcoming).
Management-Based Oversight of the Automated State: Emerging Standards for AI Impact Assessment and Auditing in the Public Sector (with N. Shaikh), in gLobaL PersPeCtiVes on ai imPaCt assessment (Oxford Univ. Press forthcoming).
Private Codes and Standards, in enCyCLoPeDia of internationaL eConomiC Law (Edward Elgar forthcoming).
Regulation is a Verb, ___ CaP u. L. reV (forthcoming).
the reguLator’s hanDbook (Brookings Institution Press, forthcoming)
who wins who Loses?: inequaLity anD the Distribution of reguLatory imPaCts (Rowman & Littlefield Publishers, forthcoming)
AI in the Courts: How Worried Should We Be? (with M. Grossman & P. Grimm), 107 JuDiCature 65 (2024).
Enhancing Public Access to Agency Law Materials (with B. Bell, M. Herz, M. Kwoka, & O. Lobel), 61 harV. J. on Legis onLine 51 (2024).
Procurement and Artificial Intelligence, in hanDbook on PubLiC PoLiCy anD ai (Regine Paul, Emma Carmel, and Jennifer Cobbe, eds., Edward Elgar 2024).
Revisiting Bowles' Aphorism, 46 reguL. 8 (2024)
Rule Design: Defining the Regulator–Regulatee Relationship, in the reguLator–reguLatee reLationshiP in high-haZarD inDustry seCtors (Jean-Christophe Le Coze and Benoît Journé eds., Springer 2024).
AI For the Antitrust Regulator, Promarket (2023). Algorithms and Competition in the Digital Economy (with A. Lai), e-ComPetitions aLgorithms & ComPetition (2023).
Evaluating Regulatory Performance, 8 u. Pa. J. L. & Pub affairs 47 (2023).
Influence by Intimidation: Business Lobbying in the Regulatory Process (with A. Acs), 39 J. L. eCon. & org 747 (2023).
Law and Empathy in the Automated State, in Money, Power, and AI: Automated Banks and Automated States (Zofia Bednarz and Monika Zalnieriute, eds., Cambridge Univ. Press 2023).
People and Processes: AI Governance Under Executive Order 14,110, aDmin. & reguL L. news (2023).
Public Participation and Environmental Regulation: Continuities, Changes, and Challenges, 8 u. Pa. J. L. & Pub affairs 1 (2023).
Regulating Machine Learning: The Challenge of Heterogeneity, teChreg Chron. (2023).
Solving the Congressional Review Act's Conundrum, 75 aDmin. L. reV. 79 (2023).
Standards and the Law Standards and the Law (with R. Mason), 2 stanDarD Zation J. res innoVation 15 (2023).
Administrative Law: Governing Economic and Social Governance, in Oxford Research Encyclopedia of Economics and Finance (Oxford Univ. Press 2022).
Assessing Automated Administration, in the oxforD hanDbook of ai goVernanCe (Justin B. Bullock, Yu-Che Chen, Johannes Himmelreich, Valerie M. Hudson, Anton Korinek, Matthew M. Young, and Baobao Zhang, eds., Oxford Univ. Press 2022).
From Negative to Positive Algorithm Rights (with K. Hefter), 30 wm. & mary b LL of rights J. 883 (2022).
Managing the Performance of Regulatory Entities, in hanDbook of reguLatory authorities (Martino Maggetti, Fabrizio Di Mascio, and Alessandro Natalini, eds., Edward Elgar 2022).
Pandemic Federalism, 68 wayne L. reV. 1 (2022).
Compliance Management Systems: Do They Make a Difference? (with J. Nash), in CambriDge hanDbook of ComPLianCe 571 (Cambridge University Press, D. Sokol & B. van Rooij eds., 2021).
AI in Adjudication and Administration (with L. Ben Dor), 86 brook. L. reV. 791 (2021).
Administrative Law in the Automated State, 150(3) DæDaLus 104 (2021).
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) (translated into Turkish and published in the Ankara Hacı Bayram Veli University Faculty of Law Review 26:743-771 (2022).
Algorithmic Governance and Administrative Law (with S. Appel), in CambriDge hanDbook on the Law of aLgorithms: human rights, inteLLeCtuaL ProPerty, goVernment reguLation 162-181 (Woodrow Barfield ed., Cambridge University Press 2021).
Environmental Soft Law as a Governance Strategy, 61 JurimetriCs 19 (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 PoL Cy 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).
Vincent Glode, Associate Professor of Finance, The Wharton School
To Pool or Not to Pool? Security Design in OTC Markets (with C. Opp and R. Sverchkov), __ J. of fin eCon (forthcoming).
Over-the-Counter vs. Limit-Order Markets: The Role of Traders' Expertise (with C. Opp), 33 reV fin stuD. 866 (Feb. 2020).
On the Efficiency of Long Intermediation Chains (with C. Opp and X. Zhang), 38 J. of fin intermeD. 11 (2019).
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Commodity Financialization and Information Transmission (with L. Yang), __ J. fin (forthcoming).
Financial Fragility in the COVID-19 Crisis: The Case of Investment Funds in Corporate Bond Markets (with A. Falato and A. Hortascu), 123 J. mon eCon. 35 (Oct. 2021)
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), 136:1 J. fin eCon. 189 (Apr. 2020).
Good Disclosure, Bad Disclosure (with L. Yang), 131:1 J. fin eCon. 118 (Jan. 2019).
Richard Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School Objectives and Challenges of Stress Testing, (with T. Schuermann), in hanDbook of finanCiaL stress testing, edited by J. Farmer, A. Kleinnijenhuis, T. Schuermann, and T. Wetzer, (Cambridge Univ. Press 2022).
Corporate Complexity and Systemic Risk: A Progress Report, pp. 2-66 (with J. Carmassi), in the oxforD hanDbook of banking (3rd ed.), edited by A. Berger, P. Molyneux, and J. Wilson, (Oxford Univ. Press 2019).
David Hoffman, Deputy Dean and William A. Schnader Professor of Law, University of Pennsylvania Law School
Generative Interpretation (with Y. Arbel), 99 nyu L. reV. 451 (2024).
Defeating the Empire of Forms, 109 Va. L. reV. 1367 (2023).
Expecting Specific Performance (with T. Wilkinson-Ryan & E. Campbell), 98 n y u L. reV 1633 (2023).
Longer Trips to Court Cause Evictions (A. Strezhnev), 120 Pnas e2210467120 (2023).
Nonparty Interests in Contract Law (with O. Ben-Shahar & C. Hwang), 171 u. Pa. L. reV 1095 (2023).
Leases as Forms (with A. Strezhnev), 19 J. emP. Leg stuD. 90 (2022).
The Social Cost of Contract (with C. Hwang), 121 CoLum. L. reV. 979 (2021).
Transactional Scripts in Contract Stacks (with S. Cohney), 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).
Herbert Hovenkamp, James G. Dinan University Professor
feDeraL antitrust PoL Cy: the Law of ComPetition anD its PraCtiCe (West Academic, 7th ed. forthcoming).
Gatekeeper Competition Policy, m Ch teCh. L. reV (forthcoming).
Structural Antitrust Relief Against Digital Platforms, J. L. & innoVation (forthcoming)
teCh monoPoLy (MIT Press, forthcoming).
Antimonopoly Antitrust Metrics, network L. reV (2024)
antitrust Law, PoL Cy anD ProCeDure: Cases materiaLs ProbLems (with E.T. Sullivan, H. Shelanski, & C. Leslie) (Carolina Academic Press, 9th ed. 2024).
Antitrust Market Definition: the Hypothetical Monopolist and Brown Shoe, network L. reV. (2024).
Consumer Welfare Will Determine the Outcome of the Apple Lawsuit, Promarket (2024).
The 2023 Merger Guidelines: Law, Fact, and Method, reV inD organ. (2024)
The Antitrust Agencies’ Focus on Monopolization Claims Against Big Tech Dilutes the Meaning of Monopoly, Promarket (2024).
The Antitrust Text, 99 inD L. J. 1063 (2024).
The Surprising Culprit Behind Declining US Antitrust Enforcement, Promarket (2024).
Antitrust and Self-Preferencing, 38 antitrust mag. 5 (2023).
Antitrust Interoperability Remedies, 123 CoL. L. reV forum 1 (2023).
antitrust Law: an anaLysis of antitrust PrinCiPLes anD their aPPL Cation (with P. Areeda) (Wolters Kluwer, 5th ed. 2023 supplement 2023).
Brown Shoe Merger Policy and the Glorification of Waste, ComPetition PoL y int L (2023).
Competitive Harm and the 2023 Draft Merger Guidelines, Promarket (2023).
Did the Supreme Court Fix "Brown Shoe"?, Promarket (2023).
Distinguishing Harms from Benefits in the 2023 Merger Guidelines, Promarket (2023).
Fixing Platform Monopoly in the Google Search Case, Promarket (2023).
iP anD antitrust: an anaLysis of antitrust PrinC PLes aPPLieD to inteLLeCtuaL ProPerty Law (with M. Janis, M. Lemley, C. Leslie, & M. Carrier) (Wolters Kluwer, 3rd ed. 2023 supplement 2023).
Monopolizing Digital Commerce, 64 w LLiam anD mary L. reV 1677 (2023)
Reclaiming the Antitrust Law of Potential Competition Mergers, Promarket (2023).
Resetting Section 2, 11 J. antitrust enf t. 209 (2023)
The Invention of Antitrust, 96 s. CaL. L. reV. 129 (2023)
The Life of Antitrust's Consumer Welfare Model, Promarket (2023).
The Power of Antitrust Personhood, 25 u. Pa. J. bus. L. 891 (2023)
The Slogans and Goals of Antitrust Law, 25 n y u. J. Legis & Pub. PoL'y 705 (2023)
What Antitrust Experts Want You to Know About the Amazon Trial, Promarket (2023).
Worker Welfare and Antitrust, 90 u. Chi. L. reV. 511 (2023).
Digital Cluster Markets, 2022 CoLum bus L. reV. 246 (2022).
Private Security and Deterrence, in hanDbook on PubL C anD PriVate seCurity, (Erwin Blackstone, Simon Hakim, and Brian J. Meehan, eds. Springer 2023).
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
tax DisCrimination (with R. Mason) (Harvard University Press, forthcoming).
Bounded Extraterritoriality (with R. Mason), ___ miCh. L. reV (forthcoming).
Bibb Balancing: Regulatory Mismatches Under the Dormant Commerce Clause (with R. Mason), 91 geo wash. L. reV. 1 (2023)
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 tax 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).
Sarah E. Light, Associate Professor of Legal Studies & Business Ethics, The Wharton School
Greenwashing and the First Amendment (with A. Shanor), 122 CoLum. L. reV (2022).
Banks and Climate Governance (with C. Skinner), 121 CoLum. L. reV. 1895 (2021).
National Parks, Incorporated, 169 u. Pa. L. reV. 33 (2020).
Insuring Nature (with C. Kousky), 69 Duke L. J. 323 (2019).
The Role of Universities in Private Environmental Governance Experimentalism, 34 organiZ & enViron 466 (2019).
The Law of the Corporation as Environmental Law, 71 stan. L. reV. 1 (2019).
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 Renaissance of Private Law (with Y. Kaplan & A. Libson), nw u. L. reV (forthcoming).
The Missing "T" in ESG (with D. Chaim), 77 VanD. L. reV. 789 (2024).
Contracting Around Tort Defaults: The Knock-for-Knock Principle and Accident Costs, in knoCk-for-knoCk inDemnities anD the Law: ContraCtuaL Limitation anD DeLiCtuaL LiabiLity, (Kristoffer Svendsen, Endre Stavang, and Greg Gordon eds. Routledge 2023).
Rationing Access (with R. Baharad), 78 VanD. L. reV 215 (2023).
Are All Risks Created Equal? Rethinking the Distinction Between Legal and Business Risk in Corporate Law (with A. Libson), 102 b u. L. reV. 1601 (2022).
Propertizing Fair Use (with A. Bell), 71 Virginia L. reV 1255 (2021).
The Agent’s Problem (with A. Eckstein), 70 Duke L. J. 1509 (2021).
Corporate Law for Good People (with A. Libson), 115 nw u. L. reV. 1125 (2021).
Reversing the Fortunes of Active Funds (with A. Libson), 99 texas L. reV. 581 (2021).
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).
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), 75(1) res in eCon 96 (2021).
On the Welfare Cost of Consumption Fluctuations in the Presence of Memorable Goods (with R. Hai and D. Krueger), 11 quantitatiVe eCon. 1177 (2021).
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).
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).
PUBLICATIONS AND PAPERS
Amy Sepinwall, Associate Professor of Legal Studies and Business Ethics, The Wharton School
Corporate Coverture, __ J. CorP. L. __(forthcoming 2022).
Breaking Down Bigotry, Book Review Essay of Linda McClain’s Who’s the Bigot? ConstitutionaL Commentary (forthcoming 2022).
Artificial Moral Agents, CoLLeCtiVe resPonsibiLity: PersPeCtiVes from PoLitiCaL PhiLosoPhy anD soCiaL ontoLogy (Sade Hormio and Bill Wringe eds., Springer Publishing 2022).
The Corporation in Our Polity, routLeDge hanDbook of PhiLosoPhy, PoLitiCs anD eConomiCs (PPe) (Christopher Melenovsky ed., forthcoming 2022).
Feminist Rewrite of Citizens United: A Commentary, feminist JuDgments: rewritten CorPorate Law (Anne Choike, Usha Rodrigues, and Kelli Alces Williams eds., Cambridge Univ. Press forthcoming 2022).
(Re)-Imagining Executive Criminal Liability, ___ J. CorP L. __(forthcoming 2022).
Conscience in Commerce, ___ Conn L. reV (forthcoming 2021).
Collective Goods and the Court (with Eric Orts), 97 wash u. L. reV 637 (2020).
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law
Abortion Politics After Dobbs, ariZ. L. reV (forthcoming).
Bankruptcy and the Macroeconomy: A New Paradigm for Governmental Response to Economic Crisis (with P. Conti-Brown), y J. reg (forthcoming).
FTX’d: Conflicting Public and Private Interests in Chapter 11, stan. L. reV (forthcoming).
Credit Markets and the Visible Hand: The Discount Window and the Macroeconomy (with P. ContiBrown), 41 y. J. reg. 1 (2024).
Bankruptcy's Identity Crisis, 171 u. Pa. L. reV. 2097 (2023).
The Corporation as Trinity, 45 seattLe u. L. reV. 155 (2021).
Lucian (Luke) Taylor, Associate Professor of Finance, The Wharton School
Dissecting Bankruptcy Frictions (with W. Wei Dou, Wei Wang, and Wenyu Wang), 142 J. fin eCon. 975 (2021).
Sustainable Investing in Equilibrium (with L. Pastor & R. Stambaugh), 142 J. fin eCon 550 (2021).
Fund Tradeoffs (with L. Pastor & R. Stambaugh), 138 J. fin eCon. 614 (2020).
Susan M. Wachter, Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research
Lending competition, regulation, and nontraditional mortgages (with A. Acolin and X. An), 50:2 reaL est eCon. 340 (2022).
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 & 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 geo L. J. 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).
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).
David Zaring, Elizabeth F. Putzel Professor of Legal Studies & Business Ethics, The Wharton School
Banks, Corporatism, and Administrative Law, 108 iowa L. reV (forthcoming 2023).
Systemically Important Technology (with K. Werbach), 102 tex. L. reV (forthcoming 2023).
Enforcement Against the Largest Banks, 7 J. fin reg 1 (2021).
The Government’s Economic Response to the COVID Crisis, 40 reV banking & fin. L. 315 (2020).
Towards Separation of Powers Realism, 37 yaLe J. on reg. 708 (2020).
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).
ILE CONTRIBUTORS 2023-2024
Funding for the Institute for Law & 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
Jay Clayton, Joseph Frumkin and Sullivan & Cromwell LLP
Sponsors
$15,000 to $24,999
Richard B. Aldridge
A&O Shearman
Analysis Group
Apollo Global Management, Inc.
Marshall B. Babson
Bernstein Litowitz Berger &
Martin J. Bienenstock
Cadwalader, Wickersham & Taft LLP
Charles Cogut
Steven M. Cohen
Cooley LLP
Cornerstone Research
Cravath, Swaine & Moore LLP
Debevoise & Plimpton LLP
Dechert LLP
Delaware Department of State
Raymond J. DiCamillo
John P. DiTomo
DuPont
Eduardo Gallardo
Evercore
Eric M. Feinstein
John G. Finley
Freshfields Bruckhaus Deringer
Fried, Frank, Harris, Shriver & Jacobson LLP
Joel E. Friedlander
Eric J. Friedman
Robert L. Friedman
Joseph D. Gatto
Goldman Sachs & Co.
Perry Golkin
Mark I. Greene
Grossmann LLP
Houlihan Lokey
Hughes Hubbard & Reed LLP
Innisfree M&A Incorporated
Sarkis Jebejian
Roy J. Katzovicz
Kirkland & Ellis LLP
Latham & Watkins LLP
Daniel Lee
Martin S. Lessner
Linklaters LLP
Ted S. Lodge
MacKenzie Partners, Inc.
Merck & Co., Inc.
Morgan, Lewis & Bockius LLP
Morris, Nichols, Arsht & Tunnell LLP
Henry N. Nassau
Ian A. Nussbaum
Perry Golkin, Mrs. Donna O’Hara Golkin, and The Perry and Donna Golkin Family Foundation
Morton A. Pierce
Potter Anderson & Corroon, LLP
Helen P. Pudlin
Myron J. Resnick
Richards, Layton & Finger, P.A.
Robinhood
Ropes & Gray LLP
Seyfarth Shaw LLP
Sidley Austin LLP
Amy Simmerman
Simpson Thacher & Bartlett LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Leo E. Strine, Jr.
Vanguard
E. Norman Veasey
Wachtell, Lipton, Rosen & Katz
White & Case LLP
Wilson Sonsini Goodrich & Rosati
Young Conaway Stargatt & Taylor, LLP
Supporters
Christopher Foulds
Jeffrey M. Gorris
Mary J. Grendell
James A. Ounsworth
Helen P. Pudlin
Myron J. Resnick
Institute for Law & Economics
University of Pennsylvania Carey Law School 3501 Sansom Street, Philadelphia, PA 19104–6204
215.898.7719, www.law.upenn.edu/ile/
September 2024
Lisa M. Fairfax, Co-Director
Presidential Professor of Law
215.746.2243
fairfaxl@law.upenn.edu
Elizabeth Pollman, Co-Director Professor of Law
215.898.4564 epollman@law.upenn.edu
Norman M. Powell, Executive Director
215.573.9659 nmpowell@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 & 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, Wilmington, and New York for full-day meetings and still get everyone home in time for bed. We have been able to call on the expertise of 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 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 Conference on Law and Finance, a flagship for the promotion of interdisciplinary research. Our Junior Faculty Workshop, convened the day before our Fall Corporate Roundtable, offers junior and mid-level academics the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise. 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 support our work each year.
