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law & economics A Joint Research Center of the Law School, the Wharton School, and the Department of Economics in the School of Arts and Sciences at the University of Pennsylvania

Annual Report 2010–11

message from the co - chairs

Message from the Co-Chairs: 1

For almost three decades, Penn’s Institute for Law and Economics has contributed to scholarship, policy, and practice on relevant issues of law and economics that affect our country’s businesses and financial institutions.

Board of Advisors: 2 Message from the Dean: 4 Message from the Co-Directors: 5 Roundtable Programs: 7 Corporate Roundtable, Spring 2011: 8 Corporate Roundtable, Fall 2010: 10 Corporate Roundtable, Spring 2010: 12 Corporate Roundtable, Fall 2009: 12 Off the Record, Spring 2009: 14 Corporate Roundtable, Spring 2009: 14 Panel Programs: 17 Chancery Court Programs, Spring 2011: 18 Insights from Practice: 20 Lectures: 23 Law and Entrepreneurship: 24 Distinguished Jurist: 28 Past Lectures: 30 Academic Events: 33 NYU/Penn Conference, Spring 2011: 34 Penn/NYU Conference, Spring 2010: 34 ILE/Wharton Finance Seminars: 36 Publications and Papers: 38 Associate Faculty: 41 Institute Investors: 48

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he Institute’s programs have become increasingly relevant and important in this challenging economic climate, focusing on the issues that the academic, legal, and business communities care about. Today the Institute enjoys an outstanding international reputation for the excellence of its programs, where leaders in business, financial management, legal practice, and academic scholarship candidly discuss the intersection of theory and practice on a host of significant issues. Your participation in these programs is a vital component of their success. On behalf of the Institute’s Board of Advisors, we want to express our gratitude to everyone who has helped the Institute during this past year, whether through financial contributions or by participation in ILE programs. One of the foremost goals of the Institute is to broaden and diversify our foundation, and once again we have realized that goal. We are delighted to report some superb additions to our Board of Advisors during the past year. We are pleased to welcome the following new members: George A. Casey (Shearman & Sterling LLP); Scott C. Goebel (Fidelity Management & Research Company); Kenneth A. Lefkowitz (Hughes Hubbard & Reed LLP); John J. Suydam (Apollo Global Management, LLC); and Christopher Young (Credit Suisse). These accomplished individuals will greatly enhance the work of the Institute and broaden the composition of our Board. We would also like to welcome Seyfarth Shaw LLP as an ILE sponsor, through long-standing board member, Marshall B. Babson. All of the members of our Board give graciously to the Institute, not just financially but also of their time and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactors Bob Friedman, Paul G. Haaga, Jr., and Skadden, Arps, Slate, Meagher & Flom LLP (through Eric Friedman). Their extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to each of them. Bill Bratton, Jill Fisch, and Michael Wachter continued to be truly outstanding as co-directors of the Institute. The co-directors’ dedication to all aspects of the Institute’s work and their ability to come up with timely programs and attract the ideal participants to make every program an unqualified success are why ILE is worldrenowned as the forum for interesting dialogue on topical issues for corporations and their financial and legal advisors. Charles “Casey” Cogut Simpson Thacher & Bartlett LLP Joseph B. Frumkin Sullivan & Cromwell LLP September 2011

message from the co-chairs

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board ofRoundtable advisors Corporate

James H. Agger Chair, 1994-2001 Retired Senior Vice President, General Counsel and Secretary Air Products and Chemicals, Inc. Allentown, PA Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA William D. Anderson, Jr. Managing Director Goldman, Sachs & Co. New York, NY Marshall B. Babson Seyfarth Shaw LLP New York, NY Louis J. Bevilacqua Cadwalader, Wickersham & Taft LLP New York, NY Fred Blume Chairman Emeritus Blank Rome LLP Philadelphia, PA Daniel H. Burch Chairman & CEO MacKenzie Partners, Inc. New York, NY George A. Casey Shearman & Sterling LLP New York, NY Charles I. Cogut Co-Chair, 2008Simpson Thacher & Bartlett LLP New York, NY Isaac D. Corré Senior Managing Director Eton Park Capital Management New York, NY Stephen Fraidin Kirkland & Ellis LLP New York, NY Joel E. Friedlander Bouchard Margules & Friedlander Wilmington, DE Dennis J. Friedman Gibson, Dunn & Crutcher LLP New York, NY Eric J. Friedman Executive Partner Skadden, Arps, Slate, Meagher & Flom LLP New York, NY

Robert L. Friedman Chair, 2001-2007 Senior Managing Director The Blackstone Group L.P. New York, NY Joseph B. Frumkin Co-Chair, 2008Sullivan & Cromwell LLP New York, NY Joseph D. Gatto Chairman of Investment Banking Americas Barclays Capital New York, NY Scott Goebel Senior Vice President and General Counsel Fidelity Management & Research Company Boston, MA Perry Golkin Advisory Partner Kohlberg Kravis Roberts & Co. New York, NY Stuart M. Grant Grant & Eisenhofer P.A. Wilmington, DE Mark I. Greene Cravath, Swaine & Moore LLP New York, NY Paul G. Haaga, Jr. Chairman of the Board Capital Research and Management Company Los Angeles, CA John G. Harkins, Jr. Chair, 1980-1990 Harkins Cunningham LLP Philadelphia, PA Leon C. Holt, Jr. Retired Vice Chairman and Chief Administrative Officer Air Products and Chemicals, Inc. Allentown, PA William B. Johnson Chairman Emeritus Whitman Corporation Chicago, IL Brendan R. Kalb General Counsel AQR Capital Management, LLC Greenwich, CT Cynthia B. Kane Special Assistant to the Secretary of State Delaware Department of State Wilmington, DE

Roy J. Katzovicz Chief Legal Officer Pershing Square Capital Management, L.P. New York, NY Bruce N. Kuhlik Executive Vice President and General Counsel Merck & Co., Inc. Whitehouse Station, NJ Mark Lebovitch Bernstein Litowitz Berger & Grossmann LLP New York, NY Kenneth A. Lefkowitz Hughes Hubbard & Reed LLP New York, NY Simon M. Lorne Vice Chairman and Chief Legal Officer Millennium Management LLC New York, NY Alan M. Miller Co-Chairman Innisfree M&A Incorporated New York, NY G. Daniel O’Donnell Dechert LLP Philadelphia, PA James E. Odell Managing Director The Depository Trust and Clearing Corporation New York, NY James A. Ounsworth Managing Director S Consulting Group Philadelphia, PA Morton A. Pierce Dewey & LeBoeuf LLP New York, NY Allan N. Rauch Vice President – Legal and General Counsel Bed Bath & Beyond Inc. Union, NJ Martha L. Rees Vice President and Assistant General Counsel E. I. du Pont de Nemours & Company, Inc. Wilmington, DE Myron J. Resnick Retired Senior Vice President and Chief Investment Officer Allstate Insurance Company Northbrook, IL

Peter G. Samuels Proskauer Rose LLP New York, NY

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institute for law and economics

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19 Dan O’Donnell

2 Marshall Babson

20 Mort Pierce

3 Lou Bevilacqua

21 Allan Rauch

4 George Casey

22 Martha Rees

5 Isaac Corré

23 Victoria Silbey

6 Bob Friedman

24 David Silk

Victoria E. Silbey Senior Vice President-Legal, Chief Legal Officer SunGard Data Systems Inc. Wayne, PA

7 Dennis Friedman

25 Bruce Silverstein

8 Eric Friedman

26 Gil Sparks

9 Joel Friedlander

27 Heidi Stam

David M. Silk Wachtell, Lipton, Rosen & Katz New York, NY

10 Joe Gatto

28 John Suydam

11 Scott Goebel

29 Marc Weingarten

12 Mark Greene

30 Chris Young

Bruce L. Silverstein Young Conaway Stargatt & Taylor, LLP Wilmington, DE

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13 Perry Golkin 14 Paul Haaga

A. Gilchrist Sparks III Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE Heidi Stam Managing Director and General Counsel Vanguard Wayne, PA

15 Cynthia Kane 16 Roy Katzovicz 17 Sy Lorne 18 Alan Miller 9

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Hon. Leo E. Strine, Jr. Chancellor Delaware Court of Chancery Wilmington, DE John J. Suydam Chief Legal Officer Apollo Global Management, LLC New York, NY Hon. E. Norman Veasey Chief Justice, Supreme Court of Delaware, 1992-2004 Weil, Gotshal & Manges LLP New York, NY, and Wilmington, DE

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Marc Weingarten Schulte Roth & Zabel LLP New York, NY Gregory P. Williams Richards, Layton & Finger, P.A. Wilmington, DE Donald J. Wolfe, Jr. Potter Anderson & Corroon LLP Wilmington, DE Christopher Young Managing Director and Head of the Contested Situations Practice Credit Suisse New York, NY

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1 Bill Anderson

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board of advisors

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message from the dean

message from the co - directors

For over twenty years, the Institute for Law and Economics has successfully demonstrated the benefits of a cross-disciplinary perspective.

The Institute for Law and Economics continues to be the legal academy’s most dynamic corporate law program.

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ts programs provide a model for how to build bridges between disciplines by creating ties between schools, between faculty members, between students, and between experts in the field from around the world. ILE combines Penn’s greatest strengths in the Law School, the Wharton School, and the Department of Economics to focus on complex questions that concern all of these fields. The Institute proves that when you bring the right people—judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—to convene outside of their own niches, remarkably original insights are generated. As our world grows more complex every day, the topics the Institute addresses are both exciting and relevant. It is no longer enough to approach complicated questions such as the regulation of hedge funds, the responsibilities of boards of directors, or new developments in bankruptcy and resolution solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to the underlying economic trends and legal regulations. All of ILE’s participants contribute to and benefit from the profound understanding such analysis affords. In addition to its unique focus, another of the Institute’s strengths is the variety of programs it offers. The roundtables—ILE’s signature events—bring together distinguished members of the bar, judiciary, government, business world, and academia for open discussion and intellectual exploration. ILE’s public lectures by leading jurists, executives, and entrepreneurs attract participants from all sectors of the University and from the wider community. During the past year the outstanding talks, panels, and conferences organized by the Institute covered a wide range of topics and programs, from corporate finance and corporate governance to private equity, hedge funds, and mutual funds, as well as large-scale entrepreneurship and management. Since my cross-disciplinary vision for the Law School and the purposes of the Institute for Law and Economics are so similar, it is personally gratifying to me that the Institute is generously supported by contributors who understand the importance of what we do and the unique position the Institute holds. Many of these contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events. ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, have my particular thanks for their many exceptional contributions. Like all who serve as advisors for ILE, Casey and Joe contribute their very valuable time and expertise, in addition to their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership. I must also thank the three eminent professors who lead the Institute for Law and Economics—Michael Wachter, Jill Fisch, and Bill Bratton. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind. I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment during the past year. With the proper support and sponsorship, the Institute for Law and Economics has limitless potential for growth and expansion in the future. We welcome others to join in backing and participating in this extremely worthwhile endeavor. Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School September 2011

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his year we renewed our commitment to making ILE a leading venue for encounters among prominent corporate practitioners, lawmakers, and academics, and for conversations across academic disciplines. Our Fall Corporate Roundtable investigated a range of questions concerning hedge funds—their investment policies, contractual structures, and regulatory challenges. Our Spring Roundtable returned to bankruptcy to cover developments under Chapter 11 and financial company resolution under recent financial reform legislation. The financial crisis loomed large in this year’s public programs. H. Rodgin Cohen of Sullivan & Cromwell, the Fall Law and Entrepreneurship lecturer, reviewed his experiences during the crisis and offered insightful commentary on Dodd-Frank. Our Distinguished Jurist lecture came from Kenneth R. Feinberg, who spoke about his term as Special Master for TARP Executive Compensation. Corporate governance retained a place at the top of our agenda as well. Our Fall Insights from Practice program showcased public company directors—their duties and responsibilities, and the impact of recent regulation. One of our Spring Chancery Court programs explored the role Institutional Shareholder Services plays in contested corporate elections. The second program took a comparative turn, addressing the Kraft takeover of Cadbury and the ongoing debate over takeovers that resulted in the UK. Our remaining public programs looked at the role of financial markets in enhancing social welfare. Jeremy Nowak, President and Chief Executive Officer for The Reinvestment Fund, delivered our Spring Law and Entrepreneurship lecture, explaining how his organization became a leader in urban development. We also hosted a special International Program with KP Krishnan, Economic Advisory Council of the Prime Minister of India, who spoke on financial sector regulation in India. We successfully continued our cross-disciplinary academic initiatives. The Law and Finance series, produced in cooperation with Wharton’s Finance Department as a regular part of its Finance workshop schedule, featured presentations by Merritt B. Fox, Michael E. Patterson Professor of Law and NASDAQ Professor for Law and Economics of Capital Markets at Columbia Law School, and Oliver Hart, the Andrew E. Furer Professor of Economics in Harvard University’s Department of Economics. In February, we co-hosted the seventh annual NYU/Penn Law and Finance Conference, a joint venture of the Institute for Law and Economics, the Wharton Financial Institutions Center, and the Pollack Center for Law and Business at New York University. As in the past, our Institute’s greatest strength lies in the quality of our supporters and their active participation in our programs. Our board members and sponsors make our programs possible, not only as financial supporters but as key participants and co-organizers. We are especially grateful for the dedicated and enthusiastic work of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP. We are delighted to have added five new members to the board, and we welcome them: George A. Casey (Shearman & Sterling LLP); Scott C. Goebel (Fidelity Management & Research Company); Kenneth A. Lefkowitz (Hughes Hubbard & Reed LLP); John J. Suydam (Apollo Global Management, LLC); and Christopher Young (Credit Suisse). We are also delighted to welcome Seyfarth Shaw LLP as a sponsor to ILE, thanks to our dedicated board member, Marshall B. Babson. William W. Bratton, Co-Director, Institute for Law and Economics Professor of Law Jill E. Fisch, Co-Director, Institute for Law and Economics Perry Golkin Professor of Law Michael L. Wachter, Co-Director, Institute for Law and Economics William B. Johnson Professor of Law and Economics September 2011

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institute for law and economics

message from the co-directors

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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, public policymakers, and students. 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 has sponsored roundtables on a broad range of topics—including labor law and bankruptcy, as well as corporate law, governance, and finance—engaging the interest and participation not only of scholars but also of leaders in the business and public sectors. The high caliber of the participants guarantees that each affair is intense and informative. ILE’s longstanding off-the-record policy for the roundtables is often the impetus for an energetic and wide-ranging exchange of ideas among some of the nation’s most accomplished scholars, attorneys, and business people.

roundtable programs

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Corporate Roundtable

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1 Front row: Hon. Christopher S. Sontchi, U.S.

Bankruptcy Court, District of Delaware; Robert L. Friedman, The Blackstone Group L.P.; Hon.

Jean K. FitzSimon, United States Bankruptcy Transaction Consistency and the New Finance in Bankruptcy Thomas H. Jackson, Distinguished University Professor in Political Science and Business Administration and President Emeritus, University of Rochester David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law, University of Pennsylvania Law School

April 8, 2011

Court, Eastern District of Pennsylvania.

Welcome

Pennsylvania Law School; Mark J. Roe, Harvard

Middle row: Edward B. Rock, University of

Law School; Richard K. Kim, Wachtell, Lipton,

Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

One of the few areas of American finance that the financial reforms of 2010 did not dramatically restructure was bankruptcy. Although the Dodd-Frank Act will have important indirect effects on bankruptcy, lawmakers left derivatives, repos and other financial innovations largely unregulated in bankruptcy. In this Article, the authors offer a new perspective on the implications of this special treatment. To motivate the analysis, they identify four different distortions caused by the special rules for repos and swaps. First, the special treatment diminishes counterparties’ incentive to screen and monitor the debtor, particularly with the systemically important firms that dominate the derivatives industry and are likely to be bailed out if they fall into financial distress. Second, the special treatment functions as a credit subsidy for the new finance. Debtors favor the new finance over traditional sources of funding, and creditors do not limit their exposure to a potentially vulnerable debtor. Third, insulation from bankruptcy’s core policies exacerbates the risk of runs by removing the debtor’s ability to temporarily halt them. Finally, the absence of a stay and the prospect of a mass termination of the debtor’s derivatives hampers a debtor’s ability to effectively resolve its financial distress in bankruptcy.

Morning Session

Systemic Risk After Dodd-Frank: Contingent Capital and the Need for Regulatory Strategies Beyond Oversight John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School

Afternoon Session

Because the quickest, simplest way for a financial institution to increase its profitability is to increase its leverage, an enduring tension will exist between regulators and systemically significant financial institutions over the issues of risk and leverage. Many have suggested that the 2008 financial crisis erupted because flawed systems of executive compensation induced financial institutions to increase leverage and accept undue risk. But that begs the question why such compensation formulas were adopted. Growing evidence suggests that shareholders favored these formulas to induce managers to accept higher risk and leverage. Shareholder pressure, then, is a factor that could cause the failure of a systemically significant financial institution. What then can be done to prevent future such failures? The Dodd-Frank Act invests heavily in preventive control and regulatory oversight, but this Article argues that the political economy of financial regulation ensures that there will be an eventual relaxation of regulatory oversight (“the regulatory sine curve”). Because financial institutions are inherently fragile and liquidity crises predictable, this Article proposes a “bail-in” alternative: namely, a system of “contingent capital” under which, at predefined points, a significant percentage of a major financial institution’s debt securities would convert into an equity security. However, unlike earlier proposals for contingent capital, the conversion would be on a gradual, incremental basis, and the debt would convert to a senior, nonconvertible preferred stock with cumulative dividends and voting rights.

mo der ato r s William W. Bratton, Professor of Law Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

Rosen & Katz. Back row: John C. Coffee, Jr.,

Columbia Law School; Richard J. Herring, The 1

2 Richard J. Herring, The Wharton School.

Transaction Consistency and the New Finance in Bankruptcy

3 Martin J. Bienenstock, Dewey & LeBoeuf LLP.

Thomas H. Jackson, Distinguished University Professor in Political Science and Business Administration and President Emeritus, University of Rochester David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law, University of Pennsylvania Law School

4 Harvey R. Miller, Weil, Gotshal & Manges LLP; Richard Levin, Cravath, Swaine & Moore LLP. 3

c o mmentato r s Richard K. Kim, Wachtell, Lipton, Rosen & Katz Mark J. Roe, David Berg Professor of Law, Harvard Law School

institute for law and economics

Manges LLP; Richard Levin, Cravath, Swaine & Wardwell LLP. Middle row: Gary Sultan,

Barclays Capital; Moshe A. Cohen, Columbia

Business School; Randall D. Guynn, Davis Polk

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Systemic Risk After Dodd-Frank: Contingent Capital and the Need for Regulatory Strategies Beyond Oversight John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School

5 Front row: Harvey R. Miller, Weil, Gotshal & Moore LLP; Donald S. Bernstein, Davis Polk &

& Wardwell LLP. Back row: Gustav Sigurdsson, The Wharton School; Frederick Tung, Boston

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University School of Law; Martin Gelter,

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Fordham University School of Law.

c o mmentato r s Barry E. Adler, Charles Seligson Professor of Law, New York University School of Law Randall D. Guynn, Davis Polk & Wardwell LLP

6 Donald S. Bernstein, Davis Polk & Wardwell LLP. 7 James Millstein, formerly of the U.S. Department of the Treasury.

Panel on Issues in Bankruptcy and Resolution

panelist s Donald S. Bernstein, Davis Polk & Wardwell LLP Martin J. Bienenstock, Dewey & LeBoeuf LLP Richard J. Herring, Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School William F. Kroener, III, Sullivan & Cromwell LLP Richard Levin, Cravath, Swaine & Moore LLP Harvey R. Miller, Weil, Gotshal & Manges LLP James Millstein, Former Chief Restructuring Officer, U.S. Department of the Treasury

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Wharton School.

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roundtable programs

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Corporate Roundtable

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1 Isaac D. Corré, Eton Park Capital Management

2 Front row: Louis J. Bevilacqua, Cadwalader, High Water Marks in Competitive Capital Markets Susan Kerr Christoffersen, Associate Professor of Finance, Rotman School of Management, University of Toronto David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School The authors model the effect of the standard high-watermark provision of hedge funds when the supply of capital is competitive and managerial ability is uncertain. They find that confidence in a manager’s ability is crucial to the provision’s effect, and this effect is to boost the initial fund size, and to depress initial expected returns while increasing subsequent expected returns. They also find that expected returns can be non-monotonic in past returns, higher for somewhat poor returns than above or below, that flows can be unresponsive to performance, and that fund size decreases with the manager’s effort cost. Unfulfilled Expectations? The Returns to International Hedge Fund Activism Marco Becht, Professor, University of Brussels Julian Franks, Professor of Finance, London Business School Jeremy Grant , Ph.D. Candidate, University of Cambridge This paper analyzes 362 European and 210 Asian activist interventions by hedge funds, focus funds and other activist investors from 2000 to 2009. The European sample includes both public and private interventions. The private interventions are based upon proprietary data collected from five activist funds. Although there are large abnormal returns to shareholder activism those returns are strongly associated with outcomes from the engagements such as takeovers, asset sales, board changes, and increases in payout. Without observable outcomes from engagements there is little evidence of abnormal returns to activism. Private activism is extensive and profitable but less so than public activism, but the difference is entirely explained by the higher incidence of takeovers in public activism. The returns from hostile activist interventions are more profitable than for co-operative ones, and returns for specialist activist funds are substantially larger than for other investors particularly in Europe. In both Europe and Asia there are significant abnormal returns on disclosure of the share stake which anticipates successful outcomes from the engagement; however, whereas these expectations are not disappointed in European activism they are in Asian activism. The latter result reflects the inability of activists in Asia to achieve their engagement objectives.

Wickersham & Taft LLP; Hon. Jack B. Jacobs,

December 10, 2010

Supreme Court of Delaware; Marc Weingarten, Schulte Roth & Zabel LLP. Middle row:

Welcome

Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

Christopher Young, Credit Suisse Holdings (USA), Inc.; David K. Musto, The Wharton 1

School; Joseph A. McCahery, Tilburg University.

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Back row: Christopher Foulds, Skadden, Arps,

Morning Session

Slate, Meagher & Flom, LLP; Kent S. Hughes,

Egan-Jones Group, Ltd.; April Klein, NYU Stern

High Water Marks in Competitive Capital Markets

School of Business.

Susan Kerr Christoffersen, Associate Professor of Finance, Rotman School of Management, University of Toronto David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School

3 Front row: Roy J. Katzovicz, Pershing Square Capital Management, L.P.; Faiza J. Saeed, Cravath, Swaine & Moore LLP; Bruce L.

Silverstein, Young Conaway Stargatt & Taylor,

LLP. Middle row: Ronald J. Gilson, Columbia Law

c o mmentato r s Steven J. Fredman, Schulte Roth & Zabel LLP Ronald J. Gilson, Marc and Eva Stern Professor of Law and Business, Columbia Law School

School; James E. Odell, UBS Investment Bank;

Daniel M. Hawke, Philadelphia Regional Office, SEC; Roberta Romano, Yale Law School. Back row: Christine Hurt, University of Illinois College of Law; James C. Spindler, The

Unfulfilled Expectations? The Returns to International Hedge Fund Activism Marco Becht, Professor, University of Brussels Julian Franks, Professor of Finance, London Business School Jeremy Grant , Ph.D. Candidate, University of Cambridge

University of Texas at Austin School of Law; David G. Clarke, The Griffing Group, Inc.; Robert C. Clark, Harvard Law School.

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4 John J. Suydam, Apollo Global Management, LLC.

5 William W. Bratton, University of

c o mmentato r s Isaac Corré, Senior Managing Director, Eton Park Capital Management Joseph A. McCahery, Professor of Financial Market Regulation and Professor of International Economic Law, Tilberg University - Tilburg Law and Economics Center

Pennsylvania Law School.

6 Front row: Hon. Leo E. Strine, Jr., Delaware

Court of Chancery; Roy J. Katzovicz, Pershing

Square Capital Management, L.P. Middle row:

Julian Franks, London Business School; Ronald

Afternoon Session

J. Gilson, Columbia Law School.

Panel on Hedge Funds Under Fire? mo der ato r s William W. Bratton, Professor of Law Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

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panelist s Brian Breheny, Skadden, Arps, Slate, Meagher & Flom LLP Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P. Faiza J. Saeed, Cravath, Swaine & Moore LLP Bruce Silverstein, Young Conaway Stargatt & Taylor, LLP Hon. Leo E. Strine, Jr., Vice Chancellor, Delaware Court of Chancery John Suydam, Chief Legal Officer, Apollo Global Management, LLC Gregory V. Varallo, Richards, Layton & Finger, P. A.

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institute for law and economics

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roundtable programs

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Corporate Roundtable

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1 Front row: John E. Baumgardner, Jr., Sullivan & Cromwell LLP; Scott Goebel, Fidelity

Management & Research Company; David M. Silk, Wachtell, Lipton, Rosen & Katz. Back row: Martin S. Lessner, Young Conaway Stargatt &

April 9, 2010 Welcome

Taylor, LLP; Tamar Frankel, Boston University

Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

c o mmentato r s Donald G. Bennyhoff, Senior Investment Analyst, Vanguard Eric Zitzewitz, Associate Professor of Economics, Dartmouth College

Morning Session

Afternoon Session

Rethinking the Regulation of Securities Intermediaries Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School c ommentators Tamar Frankel, Michaels Faculty Research Scholar and Professor of Law, Boston University School of Law Eric D. Roiter, Former General Counsel, Fidelity Management & Research

Mutual Fund Performance Advertising: Inherently and Materially Misleading? Alan R. Palmiter, Professor of Law, Wake Forest University School of Law Ahmed Taha, Professor of Law, Wake Forest University School of Law

Panel on the Governance of Mutual Funds

School of Law; Alan R. Palmiter, Wake Forest

School of Law; Eric D. Roiter, Boston University School of Law.

2 Susan B. Kerley, Strategic Management Advisors, LLC.

3 Front row: Jeffrey W. Bullock, Delaware

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Department of State; Marcy Engel, Eton Park Capital Management. Middle row: John C.

mo der ato r s Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School panelist s John E. Baumgardner, Jr., Sullivan & Cromwell LLP Edwin J. Elton, Nomura Professor of Finance, NYU Stern School of Business Scott Goebel, Senior Vice President and General Counsel, Fidelity Management & Research Company Susan B. Kerley, Strategic Management Advisors, LLC Ryan Leggio, Mutual Fund Analyst, Morningstar, Inc. Jeffrey S. Puretz, Dechert LLP

Wilcox, Sodali Ltd.; Jennifer Shotwell, Innisfree M&A Incorporated.

4 Hon. Travis Laster, Delaware Court of

Chancery; Charles I. Cogut, Simpson Thacher & Bartlett LLP.

5 Front row: Edwin J. Elton, Stern School of

Business, New York University. Middle row:

GĂŠrard Hertig, Swiss Institute of Technology;

Eric Zitzewitz, Dartmouth College; Matthew R. 2

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Clark, Morris, Nichols, Arsht & Tunnell LLP; Jill

E. Fisch, University of Pennsylvania Law School; Donald G. Bennyhoff, Vanguard; Randall S.

Thomas, Vanderbilt University Law School;

Sarah E. Cogan, Simpson Thacher & Bartlett LLP; Glenn Booraem, Vanguard; William W.

Bratton, Georgetown University Law Center.

December 11, 2009 Welcome

Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

c o mmentato r s William D. Anderson, Jr., Managing Director, Goldman, Sachs & Co. Roberta Romano, Oscar M. Ruebhausen Professor of Law, Yale Law School

Morning Session

Afternoon Session

Embattled CEOs

Marcel Kahan, George T. Lowy Professor of Law, New York University School of Law Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School c ommentators Roy J. Katzovicz, Chief Legal Officer, Pershing Square Capital Management Reinier H. Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School

The Case Against Shareholder Empowerment William W. Bratton, Peter P. Weidenbruch, Jr. Professor of Business Law, Georgetown University Law Center Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

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Back row: Mary K. Stokes, Blank Rome LLP;

institute for law and economics

William A. Birdthistle, Chicago-Kent College of Law, Illinois Institute of Technology; Talyana T. Bromberg, Grant & Eisenhofer P.A.

6 Front row: Scott Goebel, Fidelity Management & Research Company; Robert McCormick,

Glass Lewis & Co, LLC; Glenn Booraem, Vanguard.

Panel on the Reform Agenda mo der ato r s Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School panelist s Hon. Jeffrey W. Bullock, Secretary of State, Delaware Department of State Lucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Harvard Law School Glenn Booraem, Principal and Assistant Fund Controller, Vanguard Marcy Engel, Chief Operating Officer and General Counsel, Eton Park Capital Management Scott Goebel, Senior Vice President and General Counsel, Fidelity Management & Research Company Robert McCormick, Chief Policy Officer, Glass, Lewis & Co., LLC

Middle row: Merritt B. Fox, Columbia Law School. 4

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roundtable programs

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Corporate Roundtable

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1 Robert L. Friedman, The Blackstone Group L.P.; Alan L. Beller, Cleary Gottlieb Steen &

Hamilton LLP; Hon. Leo E. Strine, Jr., Delaware Court of Chancery.

Off the Record: A Board Discussion of the Financial Crisis

2 Perry Golkin, Kohlberg Kravis Roberts & Co.;

Lee A. Meyerson, Simpson Thacher & Bartlett LLP; Hon. E. Norman Veasey, Weil, Gotshal &

May 26, 2009 Eton Park Capital Management, New York City The Off the Record program was created as a forum for the ILE Board of Advisors and a select group of invitees to discuss candidly the current financial crisis in an informal setting. The presentation by Richard Herring provided the context explaining how the crisis came about. Edward Rock’s presentation detailed several different plans for recovery and suggestions for reform moving forward. The program was hosted at the offices of Eton Park Capital Management in New York City.

Manges LLP 1

2

3 Front row: Heidi Stam, Vanguard; Hon.

mo der ato r s Isaac D. Corré, Senior Managing Director, Eton Park Capital Management Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

Donald F. Parsons, Jr., Delaware Court of

Chancery; Gerald Rosenfeld, Rothschild North America. Middle Row: Eric D. Roiter, Boston University School of Law.

4 Perry Golkin, Kohlberg Kravis Roberts & Co.; Gerald Rosenfeld, Rothschild North America;

Charles I. Cogut, Simpson Thacher & Bartlett

LLP; Jill E. Fisch, University of Pennsylvania Law

p r es entat io ns by Richard J. Herring, Jacob Safra Professor of International Banking; Professor of Finance, The Wharton School Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

School; Isaac D. Corré, Eton Park Capital

Management; Michael L. Wachter, University of Pennsylvania Law School; Joseph D. Gatto,

Barclays Capital Americas; Joseph B. Frumkin,

Sullivan & Cromwell LLP; G. Daniel O’Donnell,

3

Dechert LLP; Marcy Engel, Eton Park Capital

Management; Robert H. Mundheim, Shearman & Sterling LLP.

May 8, 2009 Welcome

Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

Morning Session

Shareholder Primacy in a Corporatist Political Economy William W. Bratton, Peter P. Weidenbruch, Jr. Professor of Business Law, Georgetown University Law Center Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School c ommentators Joseph B. Frumkin, Sullivan & Cromwell LLP Mark J. Roe, David Berg Professor of Law, Harvard Law School

5 Marcy Engel, Eton Park Capital Management;

Robert H. Mundheim, Shearman & Sterling LLP.

Afternoon Session

Panel on the Government as Shareholder

6 William W. Bratton, Georgetown University

Law Center; Martha L. Rees, DuPont. Middle row: Stephen L. Brown, TIAA-CREF; Martin S. Lessner,

mo der ato r s Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School panelist s Alan Beller, Cleary Gottlieb Steen & Hamilton LLP Robert F. Hoyt, Department of the Treasury Roberta Romano, Oscar M. Ruebhausen Professor of Law, Yale Law School Hon. Leo E. Strine, Jr., Vice Chancellor, Delaware Court of Chancery

Young Conaway Stargatt & Taylor, LLP.

4

Big Deal: The Government’s Response to the Financial Crisis Steven M. Davidoff, Associate Professor of Law, University of Connecticut School of Law David Zaring, Assistant Professor of Legal Studies, The Wharton School c ommentators Isaac D. Corré, Senior Managing Director, Eton Park Capital Management Andrew Metrick, Professor of Finance, Yale School of Management 5

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roundtable programs

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Panel Programs In addition to the roundtable series, the Institute hosts several panel programs each year that explore important topics in the areas of law and finance. The panelists on these programs provide students and other attendees with real-world examples of the complex situations they face in their professional careers.

These programs are usually followed by Corporate Governance Dinners with further commentary and discussion. The Corporate Governance Dinners provide an opportunity for off-the-record conversation among presenters and members of the board of advisors, their invited colleagues, and the Institute’s associate faculty.

panel programs

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2

chancery court programs

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1 Hon. Leo E. Strine, Jr., Delaware Court of

Chancery; Scott V. Simpson, Skadden, Arps,

Slate, Meagher & Flom (UK) LLP; Sarah Jones, Clifford Chance LLP; Creighton O'M. Condon, Shearman & Sterling LLP; Noel Hinton,

March 29, 2011 Illegitimate Kingmaker or Effective Voice of Genuine Stockholder Sentiment?: The Role of Institutional Shareholder Services in Contested Corporate Elections

formerly of The Takeover Panel; Michael L. Wachter, University of Pennsylvania Law

mo der ato r s Hon. Leo E. Strine, Jr., Vice Chancellor, Chancery Court of Delaware Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

School.

2 Hon. Leo E. Strine, Jr., Delaware Court of

Chancery; Christopher Young, Credit Suisse Holdings (USA), Inc.; Alan Miller, Innisfree

1

This program examined the role and influence of Institutional Shareholder Services in making recommendations and voting shareholder proxies for institutional investors. Proxy services such as ISS play a key role in the voting process because institutional shareholders turn to them for advice when voting billions of shares at annual meetings. The panel explored the inner workings of ISS and how it views its own influence on the voting process. The panel discussed ISS’s role and influence from the perspectives of a large mutual fund company and several proxy solicitation firms. The panelists also considered the overarching questions of what should a proxy advisor’s role be, how much influence they should exercise, and what kind of regulation is needed for them.

M&A Incorporated; Jill E. Fisch, University of

panelist s Glenn Booraem, Principal and Fund Controller, The Vanguard Group Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc. Jill Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Alan Miller, Co-Chairman, Innisfree M&A Incorporated Christopher Young, Managing Director and Head of the Takeover Defense Practice, Credit Suisse

Pennsylvania Law School; Glenn Booraem, Vanguard; Daniel H. Burch, MacKenzie

Partners, Inc., Michael L. Wachter, University of Pennsylvania Law School.

3 Joel E. Friedlander, Bouchard Margules & Friedlander.

4 Sarah Jones, Clifford Chance LLP; Creighton O'M. Condon, Shearman & Sterling LLP.

5 Richard Hall, Cravath, Swaine & Moore LLP. 2

March 1, 2011 England Goes All 1980s Constituency Soft? Cadbury & England’s Commitment to the Non-Frustration Rule This program explored the international takeover of Cadbury by Kraft in 2010, from the perspective of participants involved in the case. As a multinational, US-based firm, Kraft’s acquisition of British-owned Cadbury faced widespread disapproval from the British public. As a result of the Cadbury takeover and the public outcry against it, the UK government considered making changes to the takeover rules then in effect. This panel discussed the takeover of Cadbury by Kraft in depth, the reaction to the deal in the U.S. and the U.K., and the rule changes proposed in the U.K. in the aftermath of the takeover.

mo der ato r s Hon. Leo E. Strine, Jr., Vice Chancellor, Chancery Court of Delaware Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School panelist s Creighton O'M. Condon, Shearman & Sterling LLP Noel Hinton, Former Deputy Director General, The Takeover Panel Sarah Jones, Clifford Chance LLP Scott V. Simpdon, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

3

4

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5

Panel Programs

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2

insights from practice

2

1 Howard L. Meyers, Morgan, Lewis & Bockius

LLP; Kenneth A. Lefkowitz, Hughes Hubbard & Reed LLP; Joseph B. Frumkin, Sullivan &

Cromwell LLP. 2 G. Daniel O’Donnell, Dechert LLP.

October 21, 2010 This Insights from Practice panel program focused on what it means to be a director of a public company in 2010. The panelists shared their perspectives on the fiduciary duties of directors and how these might differ depending on the type of director and how they were appointed. The composition and leadership of boards of directors was also discussed. The panel then reviewed provisions in the Doff-Frank legislation that affected boards of directors and talked about their impact so far on the activities of boards. The panelists also discussed several hypothetical cases drawn from the business news headlines on how directors should react in crisis situations affecting the corporation.

2 Peter G. Samuels, Proskauer Rose LLP. 3 Robert L. Friedman, The Blackstone Group L.P.;

panel c o - c hair s Charles I. Cogut, Simpson Thacher & Bartlett LLP Hon. Myron T. Steele, Chief Justice, Supreme Court of Delaware

Roger Kimmel, Rothschild Inc.; Charles I. Cogut, Simpson Thacher & Bartlett LLP; Hon. Myron T. Steele, Supreme Court of Delaware; David M.

Silk, Wachtell, Lipton, Rosen & Katz; Douglas M.

panelist s Robert L. Friedman, Senior Managing Director, The Blackstone Group L.P., Director of Axis Capital Holdings Limited, TRW Automotive Holdings Corp., FGIC Corporation and The India Fund, Inc. Roger Kimmel, Vice Chairman, Rothschild Inc., Non-Executive Chairman of the Board of Endo Pharmaceuticals Inc.; Director of PG&E Corporation and Schiff Nutrition International David M. Silk, Wachtell, Lipton, Rosen & Katz Douglas Steenland, Former CEO, Northwest Airlines, Director of Delta Air Lines, American International Group, Digital River Corp., Chrysler Group, Hilton Worldwide, and Performance Food Group

Steenland, formerly of Northwest Airlines.

October 13, 2009 The new Insights from Practice series showcases cutting-edge issues in corporate practice. For this panel, five distinguished corporate lawyers shared their career paths and recent experiences with the audience. The discussion centered on three topics, viewed against the backdrop of the financial crisis that began in 2007: the current state of the mergers and acquisitions market, since it was most immediately and directly affected by the crisis; changes in compensatory practices that have emerged as a result of the crisis; and the impact of the crisis on what a corporate lawyer does day-to-day. For the students in the audience, the panelists emphasized the necessity of following your interests and being nimble in response to changes in the profession, since different business environments require different skills from corporate lawyers.

panel c o - c hair s Joseph B. Frumkin, Sullivan & Cromwell LLP G. Daniel O’Donnell, Dechert LLP

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panelist s Kenneth A. Lefkowitz, Hughes Hubbard & Reed LLP Howard L. Meyers, Morgan, Lewis & Bockius LLP Peter G. Samuels, Proskauer Rose LLP

2

20

institute for law and economics

3

3

Panel Programs

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Lectures The Law and Entrepreneurship Lecture and the Distinguished Jurist Lecture are the Institute's principal public programs. In sponsoring these events, the Institute aims to spotlight and honor lawyers who have led noteworthy careers and made significant contributions as corporate executives and entrepreneurs, or as jurists at the state and federal levels. This year, we also sponsored a lecture in cooperation with Penn Law’s International Program.

Audiences are drawn from all sectors of the University and the legal and business communities. These eminent speakers hold particular appeal and inspiration for students of Penn’s Law School and the Wharton School, with whom they talk informally at receptions following each lecture. The Law and Entrepreneurship lecture is supported in part by the Ronald N. Rutenberg Fund.

lectures

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lectures

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International Program April 13, 2011 Financial Sector Regulation in India: Evolution and the Road Ahead KP Krishnan, Secretary, Economic Advisory Council of the Prime Minister of India Dr. KP Krishnan serves as Secretary of the Economic Advisory Council of the Prime Minister of India, a position he took up in July 2010. For the preceding five years, Dr. Krishnan served as Joint Secretary of the Capital Markets Division of the Indian Department of Economic Affairs, where he was responsible for securing approval of Parliament for a new legal framework for securitization, placing for parliamentary approval a new legal and regulatory framework for pension sector reforms, preparing a blueprint for Indian financial sector reforms including

fundamental reforms in the regulatory architecture, preparing legislation on reform of securities markets including putting in place arrangements for financial stability, leading the successful effort for introduction of new products like Exchange Traded Currency Futures, Interest Rate Futures, Credit Default Swaps and Corporate Repos, and carrying out preparatory work for the setting up of an independent Public Debt Management Office. He has also held positions in Karnataka state government and worked as an advisor to the Executive Director of World Bank in Washington DC. Dr. Krishnan belongs to the Indian Administrative Service, Karnataka Cadre, 1983 batch. He received his Ph.D. (Eco) from Indian Institute of Management in Bangalore and M.A. (Eco) from University of Mysore.

Law and Entrepreneurship Lecture March 2, 2011 Competitive Places and Inner City Opportunities: Reflections on 25 Years of Community Investment Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund Jeremy Nowak is the President of The Reinvestment Fund, a community development financial institution that manages $700 million. The Reinvestment Fund (TRF) provides financing in support of affordable housing, small businesses, commercial real estate and community facilities. TRF has allocated more than $1 billion, leveraging $3.5 billion in development capital. TRF is a thought leader in the creative use of geo-spatial data to facilitate investments into distressed communities. Its proprietary mapping tool, PolicyMap, is the most comprehensive web-enabled data base for location-based intelligence. TRF led the movement to finance supermarkets in low income communities, first as manager of the Pennsylvania Fresh Food Financing Initiative and today as one of the architects of the White House’s Healthy Food Financing Initiative. Mr. Nowak is the Vice Chair of the Federal Reserve Bank of Philadelphia and a member of the Fed’s Council of Chairs. He is also a board member of the Pennsylvania Housing Finance Agency, the agency responsible for billions of dollars of annual bond and tax credit financing.

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He was the founding Chair of the Board of Mastery Charter Schools, a network of inner city schools recognized as the most effective management organization in the nation for turning around low performing schools. And he was the founding Board Chair of Alex’s Lemonade Stand, a charity that supports pediatric cancer research and in six years has raised more than $35 million from lemonade stands held by thousands of families and children. Mr. Nowak is the author of numerous reports and articles including recent work on creativity and neighborhood development. He holds an undergraduate degree in philosophy (Pennsylvania State University, Phi Beta Kappa, 1973) and a Ph.D. in cultural anthropology (New School for Social Research, 1986). He was a Fellow at the Aspen Institute’s program for leaders in education and is a member of Harvard University’s roundtable on social enterprise and poverty. Mr. Nowak has received numerous awards including the Philadelphia Award (1995), the city’s highest civic honor; as well as honorary doctorates from Villanova University (2000) and La Salle University (2008).

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2

law and entrepreneurship Lectures

2

November 2, 2010 The Financial Crisis: Aftermath and Implications H. Rodgin Cohen, Sullivan & Cromwell LLP H. Rodgin Cohen is a partner at Sullivan & Cromwell LLP. He was Chairman of the Firm from July 1, 2000 through December 31, 2009 and has served as its Senior Chairman since January 1, 2010. The primary focus of his practice is regulatory, acquisition, corporate governance and securities law matters for major U.S. and non-U.S. banking and other financial institutions. Mr. Cohen has acted in most of the major U.S. bank acquisitions and recent government-sponsored and capitalraising efforts and provides corporate governance advice to a large number of financial and non-financial institutions. He has played a singular role in the market events that have changed the face of the financial services industry and economy, for which The American Lawyer ranked Mr. Cohen #1 among its 25 “Dealmakers of the Year” in 2009, noting that “he was Wall Street’s go-to lawyer during the most important months for the American banking industry since the Great Depression.” In March 2010, Mr. Cohen was recognized as one of the “Decade’s Most Influential Lawyers” by The National Law Journal. The publication noted that he has been “a superstar in the legal industry for years.” In late 2009, he was among the top 25 people named to Institutional Investor’s “The Power 25: Leaders in Finance.” In its first-ever ranking, the publication named “the most influential people in the world of investment

and banking today.” Mr. Cohen was the only lawyer on the list recognized for his work during the banking crisis of 20082009. He was also presented with an FT Special Achievement Award in recognition of his work on nearly 20 substantial credit crisis-related transactions by the Financial Times in October 2009. Mr. Cohen recently served on the task force supported by The Pew Financial Reform Project, which was launched by The Pew Charitable Trusts in May 2009 to provide objective, fact-based analysis for the debates in Congress over establishing a new framework for financial regulation. He also is or has been a member of the IIF Special Committee for a Strategic Dialogue for Effective Regulation, the Treasury Advisory Committee on the Auditing Profession, The New York State Commission to Modernize the Regulation of Financial Services and The Financial Services Roundtable’s Blue Ribbon Commission on Enhancing Competitiveness. Mr. Cohen is a trustee of New York Presbyterian Hospital, the Hackley School, Deerfield Academy, Hampton University, Lincoln Center Theater and, formerly, the Economic Club of New York, and is a member of the advisory boards of United Way of Westchester-Putnam, the University of Charleston and Wall Street Rising, which in 2005 honored him with its annual Leadership Award for his “steadfast commitment to Lower Manhattan” in the aftermath of the attacks of September 11, 2001. In May 2010, Mr. Cohen was honored with the Servant of Justice Award at the Legal Aid Society’s 33rd Annual Dinner.

March 3, 2010 Managing Through Change, Managing Through Crisis in Financial Services Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas Joseph D. Gatto is Chairman of Investment Banking of Barclays Capital Americas. He is also a member of the Barclays Capital Investment Banking Executive Committee. In his March ILE lecture, he talked about the challenges of managing at Lehman Brothers during the financial crisis and Lehman’s subsequent filing for bankruptcy. Prior to joining Barclays Capital in 2008, Mr. Gatto was Vice Chairman of Lehman Brothers and Co-Head of Corporate Finance and was a member of the firm’s Investment Banking Executive Committee and Senior Client Council. At Lehman, he had also served as Global Chairman of Mergers and Acquisitions.

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Before joining Lehman Brothers in 2005, Mr. Gatto spent 21 years at Goldman, Sachs & Co. becoming a partner in that firm in 1994 and serving as Chairman of Consumer Products Banking. Over the course of the last ten years, he has advised clients on over $300 billion of transactions, primarily in the consumer, industrial and retail sectors. Mr. Gatto earned his AB (magna cum laude) from Princeton University, his MBA from the University of Pennsylvania’s Wharton School and his JD (cum laude) from the University of Pennsylvania Law School.

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2

distinguished jurist Lectures

2

March 23, 2011 Treasury’s Performance as Pay Tsar: Precedent or Aberration? Kenneth R. Feinberg, Feinberg Rozen, LLP Mr. Feinberg was designated by the Obama Administration and British Petroleum to serve as Administrator, Gulf Coast Claims Facility in 2010. He was appointed by the Secretary of the Treasury in 2009 to serve as the Special Master for TARP Executive Compensation. In this capacity, he was responsible for determining annual compensation packages for senior corporate officials at companies that received the most taxpayer financial assistance. He was also appointed by the Attorney General of the United States to serve as the Special Master of the Federal September 11th Victim Compensation Fund of 2001. In this capacity, he developed and promulgated the Regulations governing the administration of the Fund and administered all aspects of the program, including evaluating applications, determining appropriate compensation and disseminating awards.

Mr. Feinberg is an attorney and one of the nation’s leading experts in mediation and alternative dispute resolution. He is the managing partner of Feinberg Rozen, LLP. Mr. Feinberg received his B.A. cum laude from the University of Massachusetts in 1967 and his J.D. from New York University School of Law in 1970, where he was Articles Editor of the Law Review. He was a Law Clerk for Chief Judge Stanley H. Fuld, New York State Court of Appeals from 1970 to 1972; Assistant United States Attorney, Southern District of New York from 1972 to 1975; Special Counsel, United States Senate Committee on the Judiciary from 1975 to 1980; Administrative Assistant to Senator Edward M. Kennedy from 1977 to 1979; Partner at Kaye, Scholer, Fierman, Hays & Handler from 1980 to 1993; and founded The Feinberg Group, LLP in 1993. Mr. Feinberg was designated “Lawyer of the Year” by the National Law Journal (December, 2004). He is listed in “Profiles in Power: The 100 Most Influential Lawyers in America” (National Law Journal, May 2, 1988; March 25, 1991; April 4, 1994; June 12, 2000; June 19, 2006). He is the author of numerous articles and essays on mediation, mass torts and other matters and is the author of, What is Life Worth? The Unprecedented Effort to Compensate the Victims of 9/11 (Public Affairs 2005).

October 29, 2009 Private Securities Litigation— Time for a Fresh Start? Hon. Lewis A. Kaplan, United States District Judge, Southern District of New York Judge Kaplan was appointed United States District Judge for the Southern District of New York on August 9, 1994 and entered on duty August 22, 1994. He received his A.B. with high honors in political science from the University of Rochester in 1966 and his J.D. cum laude from Harvard Law School in 1969. He then served as law clerk to Honorable Edward M. McEntee of the United States Court of Appeals for the First Circuit. Judge Kaplan joined the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison in 1970 and was a partner in the firm from 1977 until joining the bench. Since his appointment to the bench, Judge Kaplan has handled a number of well known cases. He now is presiding over the first criminal prosecution in a federal district court of a Guantanamo detainee. He tried what the government called the largest criminal tax case in U.S. history, the prosecution of many former members of the accounting firm, KPMG, and others, for conspiracy to defraud the United States and for tax evasion. He was responsible for the civil antitrust price-fixing cases brought against Sotheby’s

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Holdings, Inc. and Christie’s and the companion criminal antitrust case against Sotheby’s. He is presiding over multidistrict litigations relating to the failed Italian company, Parmalat, and to Lehman Brothers Holdings. He has been the trial judge in such intellectual property cases as Universal City Studios, Inc. v. Reimerdes, in which he held that dissemination of a computer program that decrypts copyrighted motion pictures stored on DVDs violated the Digital Millenium Copyright Act, and Larson v. Thomson, which dealt with a claim of joint copyright ownership in the show Rent by a dramaturg who worked on the script. Other noteworthy decisions include his 1998 ruling enjoining the City of New York from interfering with the so-called Million Youth March in Harlem on the ground that the regulations relied upon by the City in banning the march violated the First Amendment as well as a 1997 decision upholding the Welfare Reform Act of 1996 against constitutional challenge. In 2009, Judge Kaplan received the Federal Bar Council’s Learned Hand Medal for excellence in federal jurisprudence and the Judicial Recognition Award of the National Association of Criminal Defense Lawyers. The New York State Bar Association Section on Commercial and Federal Litigation in 2007 awarded him its Stanley H. Fuld Award for “outstanding contributions to commercial law and litigation.”

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past Lectures

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Past Law and Entrepreneurship Lectures 1 William A. Ackman

Past Law and Entrepreneurship Lectures 30 September 2009 The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large Corporation J.P. Suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division 31 March 2009 The PeopleSoft Deal Safra Catz, President, Oracle Corporation 3 March 2009 Defining the 21st Century Campus: The Intersection of Education and Community Hon. Michael Nutter, Mayor, City of Philadelphia 17 September 2008 Retailers in a Recession: A Fireside Chat on Investing with Bill Ackman William A. Ackman, Managing Member, Pershing Square Capital Management, L.P. 31 March 2008 Making Every Mistake Once Safra Catz, President, Oracle Corporation 19 September 2007 Tales from Blackstone’s IPO Robert L. Friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P

Past Distinguished Jurist Lectures 11 November 2008 Delaware Directors’ Fiduciary Duties: The Focus on Loyalty Hon. Randy Holland, Justice, Supreme Court of Delaware

29 November 2006 Large-Scale Entrepreneurship: Business Development at GE Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company 26 October 2006 Managing in the 21st Century Henry R. Silverman, Chairman & CEO, Realogy Corporation 16 February 2006 The Banker as Entrepreneur Michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC 26 October 2005 Founding and Building a New Venture: The Story of the National Women’s Law Center Marcia Greenberger, Founder and Co-President, National Women’s Law Center 7 April 2005 A Swing of the Pendulum: 20 Years in M&A Joseph D. Gatto, Managing Director, Goldman, Sachs & Co.

28 October 2004 A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issues Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court

24 October 2007 The Future of Securities Regulation Brian G. Cartwright, General Counsel, Securities and Exchange Commission

4 March 2004 Corporate Decision-Making in Delaware Courts Hon. Carolyn Berger, Justice, Delaware Supreme Court

11 October 2006 The Embattled Corporation Hon. Richard A. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School

27 February 2003 The Effects of Collegiality on Judicial Decision Making Hon. Harry T. Edwards, Circuit Judge, U.S. Court of Appeals for the D.C. Circuit

16 March 2006 Technology Mergers in a Shrinking World Hon. Vaughn R. Walker, Chief Judge, U.S. District Court for the Northern District of California

29 November 2001 Fee Shifting as a Control Against the Rogue Litigant Hon. Jack B. Jacobs, Justice, Supreme Court of Delaware

3 March 2005 Corporate Federalism: Event Horizons in Corporate Governance Hon. Myron T. Steele, Chief Justice, Delaware Supreme Court

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28 February 2007 Law, Legal Risks, and the Financial Markets Isaac D. Corré, Senior Managing Director, Eton Park Capital Management

6 March 2001 Administering Capital Punishment: Is Texas Different? Hon. Patrick E. Higginbotham, U.S. Court of Appeals for the Fifth Circuit

institute for law and economics

24 March 2004 The WNBA and Women’s Team Sports: A New Sports Marketing Proposition for the New Millennium Val Ackerman, President, Women’s National Basketball Association 30 October 2003 The Role of Entrepreneurship in Urban Education: Past, Present and Future James E. Nevels, Chairman and CEO, The Swarthmore Group, Inc.; Chairman, Philadelphia School Reform Commission 6 November 2002 Public Trust—and Distrust— in American Business: What Needs to Be Done Peter G. Peterson, Chairman, The Blackstone Group; Chairman, Federal Reserve Bank of New York; Co-Chair, Conference Board Commission on Public Trust and Private Enterprise 26 September 2002 What They Did Not Teach Me in Law School Robert M. Potamkin, Co-Chairman and Co-CEO, Planet Automotive Group, Inc. 19 April 2002 Smart People Making and Losing Money: Some Recent Examples Perry Golkin, Kohlberg Kravis Roberts & Co.

21 February 2001 Private Equity: Difficult Investing in a Difficult Time Paul S. Levy, Senior Managing Director, Joseph Littlejohn & Levy

2 Safra Catz 1

2

3

4

4 Pamela Daley 5 Robert L. Friedman

2 March 2000 Perspectives on the Health Care Revolution Charles A. Heimbold, Jr., Chairman and CEO, Bristol-Myers Squibb Company 18 November 1999 Ethics in Sports: Deciding the Game Anita DeFrantz, Vice President, International Olympic Committee; President, Amateur Athletic Foundation

3 Isaac D. Corré

6 Marcia Greenberger 7 James E. Nevels

Past Distinguished Jurist Lectures 8 Brian G. Cartwright 5

6

7

8

23 October 1997 How to Maintain Entrepreneurial Values While Your Company Climbs into the Fortune 500 Brian L. Roberts, President, Comcast Corporation

9 Hon. Myron T. Steele 10 Hon. Carolyn Berger 11 Hon. William B. Chandler III 12 Hon. E. Norman Veasey 13 Hon. Jack B. Jacobs

27 March 1997 The Unique Impact of the Law on the Leveraged Buyout Business Saul A. Fox, Fox Paine & Company, LLC

14 Hon. Harry T. Edwards

9

10

13

14

11

12

25 October 2001 The Economics of Sports Team Franchises for Cities Hon. Edward G. Rendell, Governor, Commonwealth of Pennsylvania

24 February 2000 The Court of Chancery as Teacher of Corporate Law Hon. William B. Chandler III, Chancellor, Delaware Court of Chancery

22 March 1995 Accountability: Popular Will, Interest Groups, or the Invisible Hand Hon. Stephen F. Williams, U.S. Court of Appeals for the District of Columbia

11 February 1999 Why Do People Bring Employment Discrimination Cases When They Usually Lose? Hon. Diane Wood, U.S. Court of Appeals for the Seventh Circuit

13 April 1994 On the Constitution Hon. Antonin Scalia, Associate Justice, U.S. Supreme Court

12 February 1998 The Value of Predictability in Corporate Law Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court 11 February 1997 What Economics of Law Must Address Next: Some Thoughts on Theory Hon. Guido Calabresi, U.S. Court of Appeals for the Second Circuit 7 February 1996 The MTV Constitution Hon. Alex Kozinski, U.S. Court of Appeals for the Ninth Circuit

14 October 1992 Nonprice Competition Hon. Douglas H. Ginsberg, U.S. Court of Appeals for the District of Columbia 3 December 1991 Corporate Takeovers and Our Schizophrenic Conception of the Corporation Hon. William T. Allen, Chancellor, Delaware Court of Chancery 1990 The Constitution and the Spirit of Freedom Hon. Anthony M. Kennedy, Associate Justice, U.S. Supreme Court

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Academic Events Major one-and two-day symposia are organized under the sole sponsorship of the Institute for Law and Economics, and in cooperation with other organizations.

In February 2005 we launched an annual conference on Law and Finance, jointly sponsored by ILE, the Wharton School’s Financial Institutions Center, and NYU’s Pollack Center for Law and Business. The conference location alternates between Penn and NYU. In October 2002 ILE started the ILE/Wharton Finance series, providing an opportunity for faculty and advanced students from the Law School, the Wharton School, and the Department of Economics to come together around an area of common interest and strengthening the Institute’s core academic relationships. A dinner follows each presentation, with commentary presented by members of ILE’s Associate Faculty from Law, Wharton Finance, and the Department of Economics and a general discussion.

academic events

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Penn/NYU Conference on Law and finance

1 Simon M. Lorne, Millennium Management LLC 2 Yakov Amihud, NYU Stern School of Business 3 Todd Gormley, The Wharton School

25-26 February 2011 New York University School of Law Jointly sponsored by Institute for Law and Economics University of Pennsylvania Financial Institutions Center The Wharton School Center for Law & Business New York University

Commentator Michal Barzuza, University of Virginia School of Law

Session II Information Disclosure and Corporate Governance Michael Weisbach, The Ohio State University

Moderator Michael Roberts, The Wharton School, University of Pennsylvania

Commentator Merritt Fox, Columbia Law School

Organized by William T. Allen, NYU Stern School of Business and NYU School of Law, New York University Yakov Amihud, Stern School of Business, New York University William W. Bratton, University of Pennsylvania Law School Michael Roberts, The Wharton School, University of Pennsylvania

Moderator Michael Wachter, University of Pennsylvania Law School

Session I The Political Economy of Fraud on the Market William W. Bratton, University of Pennsylvania Law School Michael Wachter, University of Pennsylvania Law School

Moderator Richard E. Kihlstrom, The Wharton School, University of Pennsylvania

Commentator Chester S. Spatt, Carnegie Mellon  

26–27 February 2010 University of Pennsylvania Law School Jointly sponsored by Institute for Law and Economics University of Pennsylvania Financial Institutions Center The Wharton School Center for Law & Business New York University Organized by William T. Allen, NYU Stern School of Business and NYU School of Law, New York University Yakov Amihud, Stern School of Business, New York University Jill E. Fisch, University of Pennsylvania Law School Michael Roberts, The Wharton School, University of Pennsylvania Session I Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1988–2008 Guhan Subramanian, Harvard Law School Steven Herscovici, Analysis Group, Inc. Brian Barbetta, Analysis Group, Inc.

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Moderator Jill Fisch, University of Pennsylvania Law School

Session III Does Delaware Entrench Management? Adam C. Pritchard, University of Michigan Law School Commentator Yaniv Grinstein, Cornell University

Session IV CEO Compensation and Corporate Risk-Taking: Evidence from a Natural Experiment Todd A. Gormley, The Wharton School, University of Pennsylvania

Commentator Robert M. Daines, Stanford Law School Moderator Hon. Jack B. Jacobs, Supreme Court of Delaware Session II Asset Fire Sales and Credit Easing Andrei Shleifer, Harvard University Department of Economics Robert W. Vishny, Booth School of Business, University of Chicago Commentator Jonathan R. Macey, Yale Law School Moderator Michael Roberts, The Wharton School, University of Pennsylvania Session III Are Securities Class Actions ‘Supplemental’ to SEC Enforcement? An Empirical Analysis Michael Klausner, Stanford Law School Commentator Simi Kedia, Rutgers Business School Moderator William T. Allen, NYU Stern School of Business and NYU School of Law, New York University

institute for law and economics

Session V Corporate Governance and Corporate Political Activity: What Effect Will Citizens United Have on Shareholder Wealth? John C. Coates, Harvard Law School Commentator Andrew Metrick, Yale School of Management Moderator Barry Adler, New York University School of Law Session VI Fiduciary Duties and Equity — Debtholder Conflicts Bo Becker, Harvard Business School

Moderator William T. Allen, NYU Stern School of Business and NYU School of Law, New York University Session VII Securitization and Moral Hazard: Evidence from a Lender Cutoff Rule Ryan Bubb, New York University School of Law

Moderator Hon. Travis Laster, Delaware Court of Chancery

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7 Alan Schwartz, Yale Law School; Michael A. Fitts, University of Pennsylvania Law School. 8 Hon. Jack B. Jacobs, Supreme Court of

Delaware; Stewart C. Myers, MIT Sloan School of Management.

Commentator Alan Schwartz, Yale Law School

Session VI A Lintner Model of Dividends and Managerial Rents Bart M. Lambrecht, Lancaster University Management School Stewart C. Myers, MIT Sloan School of Management

Commentator Heitor V. Almeida, University of Illinois at Urbana-Champaign

6 Klaus Hopt, Max-Planck-Institut für ausl. und

Session VIII Competition for Managers, Corporate Governance and Incentive Compensation Viral V. Acharya, NYU Stern School of Business

Session IV The Impact of Investor Protection Law on Corporate Policy: Evidence from the Blue Sky Laws Ashwini K. Agrawal, Stern School of Business, New York University

Session V When the Government Is the Controlling Shareholder Marcel Kahan, New York University School of Law Edward B. Rock, University of Pennsylvania Law School

School

Moderator Kose John, NYU Stern School of Business

Moderator Jennifer Arlen, New York University School of Law

Moderator William T. Allen, NYU Stern School of Business and NYU School of Law, New York University

5 Theodore Eisenberg, Cornell University Law

Commentator Vikrant Vig, London Business School

Commentator Henry T. Hu, University of Texas School of Law

Commentator Allen Ferrell, Harvard Law School

4 Simi Kedia, Rutgers Business School.

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Commentator Alan Schwartz, Yale Law School Moderator Richard E. Kihlstrom, The Wharton School, University of Pennsylvania

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Session VII The Price of Pay To Play in Securities Class Actions Stephen J. Choi, New York University Law School Drew T. Johnson-Skinner, Law Clerk to Judge John G. Koeltl of the United States, District Court for the Southern District of New York A.C. Pritchard, University of Michigan Law School Commentator Sanjai Bhagat, Leeds School of Business, University of Colorado at Boulder Moderator Richard E. Kihlstrom, The Wharton School, University of Pennsylvania

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1 Louis J. Bevilacqua, Cadwalader, Wickersham & Taft LLP

2 Oliver Hart, Harvard University Department of Economics

March 24, 2011 Inefficient Provision of Inside Money by Banks (co-authored with Luigi Zingales) Oliver Hart, Andrew E. Furer Professor of Economics, Harvard University, Department of Economics The authors study the role of banks in creating inside money. They show that, even in the absence of asymmetric information or an agency problem, the private provision of inside money is inefficient. The reason is that inside money affects prices and the welfare of non-bank customers, and banks do not internalize this. Under competition, banks tend to generate too much money relative to what is socially efficient, while a monopolistic bank chooses too little money. The authors argue that a regulator can eliminate these inefficiencies by promoting competition and imposing a ceiling on the loan-to-deposit ratio of each bank.

3 David K. Musto, The Wharton School 4 Merritt B. Fox, Columbia Law School

c o - s p o ns o r ed by inst it ut e fo r law and ec o no mic s and depart ment o f financ e, t he w harto n s c ho o l c o mmentato r s David Abrams, Penn Law Itay Goldstein, Wharton Finance Jonathan Klick, Penn Law

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september 23, 2010 Fraud-on-the-Market Actions Against Foreign Issuers Merritt B. Fox, Michael E. Patterson Professor of Law, NASDAQ Professor for Law and Economics of Capital Markets, Columbia Law School This Article goes back to first principles to look at the basic policy concerns that are implicated by the reach of fraud-onthe-market class actions. The resulting analysis suggests a simple, clear rule that can be shown likely to both maximize U.S. economic welfare and, by also promoting global economic welfare, foster good U.S. foreign relations as well. U.S. law based class action fraud-on-the-market claims, the author concludes, should not as a general matter be allowed against any genuinely foreign issuer, even where the purchaser making the claim is a U.S. investor purchasing the share in a U.S. market or where significant conduct contributing to the misstatement occurs in the United States. An issuer is genuinely foreign if it has its economic center of gravity as an operating firm outside the United States. The only exception would be a foreign issuer that has agreed, as a form of bonding, to be subject to the U.S. liability regime, in which case all such claims against the issuer should be allowed, regardless of the nationality and residence of the purchasing plaintiff, the place where she executes the transaction, and the place or places where conduct contributing to the misstatement occurs.

c o - s p o ns o r ed by inst it ut e fo r law and ec o no mic s and depart ment o f financ e, t he w harto n s c ho o l c o mmentato r s William Bratton, Penn Law Jill Fisch, Penn Law Doron Levit, Wharton Finance Christian Opp, Wharton Finance 2

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Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy The Corporate Income Tax and the Competitiveness of U.S. Industries, Tax Law Review, 2010.

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 vhewitt@law.upenn.edu. The Institute is a member of the Legal Scholarship Network (LSN), a subset of the Social Science Research Network. Current ILE research papers are posted in the University of Pennsylvania Law and Economics Research Paper Series on the LSN Web site. Abstracts as well as complete papers can be downloaded (www.ssrn.com/link/penn-lawecon. html). Faculty appointments are in the University of Pennsylvania Law School unless otherwise noted.

Matthew D. Adler, Leon Meltzer Professor of Law

Tom Baker, William Maul Measey Professor of Law and Health Sciences

Well-Being and Fair Distribution: Beyond Cost-Benefit Analysis, Oxford University Press, 2011.

Health Insurance, Risk, and Responsibility after the Affordable Care Act, University of Pennsylvania Law Review, forthcoming.

Regulatory Theory, in A Companion to Philosophy of Law and Legal Theory, 2010.

Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation (with Sean Griffith), University of Chicago Press, 2010.

Future Generations: A Prioritarian View, George Washington University Law Review, 2009.

Insurance in Sociolegal Research, Annual Review of Law and Social Science, 2010.

Franklin Allen, Nippon Life Professor of Finance and Professor of Economics, The Wharton School

William W. Bratton, Professor of Law; Co-Director, Institute for Law and Economics

Credit Market Competition and Capital Regulation (with E. Carletti and R. Marquez), Review of Financial Studies, 2011.

The Political Economy of Fraud on the Market (with Michael L. Wachter), University of Pennsylvania Law Review, forthcoming.

Interbank Market Liquidity and Central Bank Intervention (with E. Carletti and D. Gale), Journal of Monetary Economics, 2009.

Heedless Globalism: The SEC’s Roadmap to Accounting Convergence, University of Cincinnati Law Review, 2011.

Mark-to-Market Accounting and Liquidity Pricing (with E. Carletti), Journal of Accounting and Economics, 2008. Aditi Bagchi, Assistant Professor of Law Managing Moral Risk in Contract, Columbia Law Review, forthcoming. Who Should Talk? What Counts as Employee Voice and Who Stands to Gain, Marquette Law Review, forthcoming. Unequal Promises, University of Pittsburgh Law Review, forthcoming.

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The Case Against Shareholder Empowerment (with Michael L. Wachter), University of Pennsylvania Law Review, 2010. Howard F. Chang, Earle Hepburn Professor of Law The Effect of Allowing Pollution Offsets with Imperfect Enforcement (with Hilary Sigman), American Economic Review, forthcoming. The Immigration Paradox: Alien Workers and Distributive Justice, in Citizenship, Borders, and Human Needs, 2011. The Environment and Climate Change: Is International Migration Part of the Problem or Part of the Solution?, Fordham Environmental Law Review, 2010.

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Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science Business and Environmental Law (with Ryan Anderson), in The Oxford Handbook of Business and the Environment, 2011. The Law and Economics of Risk Regulation, in Wiley Encyclopedia of Operations Research and Management Science, 2011. The Politics of Regulation: From New Institutionalism to New Governance (with Chris Carrigan), Annual Review of Political Science, 2011. Jill Fisch, Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics The Destructive Ambiguity of Federal Proxy Access, Emory Law Journal, forthcoming 2011. The Overstated Promise of Corporate Governance, University of Chicago Law Review, 2010. Rethinking the Regulation of Securities Intermediaries, University of Pennsylvania Law Review, 2010. Itay Goldstein, Associate Professor of Finance, The Wharton School

Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center

A Comprehensive Theory of Deal Structure: Understanding How Transactional Structure Creates Value (with Daniel M. G. Raff), Texas Law Review, 2010.

Credible Resolution Policy is Crucial for the Effective Regulation of Systemically Important Financial Institutions, Stanford Resolution Project, 2011.

The Taxation and Competitiveness of Sovereign Wealth Funds: Do Taxes Encourage Sovereign Wealth Funds to Invest in the United States?, Southern California Law Review, 2009.

After the Crash: The Future of Finance (edited with Y. Fuchita and R. Litan), Brookings Press, 2010. Basel III: An Unofficial American View, Revue Banque, 2010. Robert P. Inman, Richard King Mellon Professor of Finance; Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School Federal Institutions and the Democratic Transition: Learning from South Africa, Journal of Law, Economics, and Organizations, 2011. How Should Suburbs Help Their Central Cities? Growth and Welfare Enhancing Intra-Metropolitan Fiscal Distributions, Annals of the American Academy of Political and Social Sciences, 2009.

Friedrich K. Kübler, Professor and Director of the Banking Law Institute Emeritus, University of Frankfurt, Germany; Professor of Law European Initiatives for the Regulation of Nonbank Financial Institutions, International Monetary Fund, 2010. Medien, Menschenrechte und Demokratie (Media, Human Rights, and Democracy), 2008. Recht und Sozialwissenschaften— Herausforderungen und Chancen der Verhaltensökonomie (Law and Social Sciences—the Challenge and the Promise of Behavioral Economics) (with Dorothea Kübler), Kritische Vierteljahresschrift für Gesetzgebung und Rechtswissenschaft, 2007.

The Real Effects of Financial Markets: The Impact of Prices on Takeovers (with Alex Edmans and Wei Jiang), Journal of Finance, forthcoming.

Making Cities Work: Prospects and Policies for Urban America, Princeton University Press, 2009.

George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences

Learning and Complementarities in Speculative Attacks (with Emre Ozdenoren and Kathy Yuan), Review of Economic Studies, 2011.

Jonathan Klick, Professor of Law and Erasmus Chair of Empirical Legal Studies at Erasmus University Rotterdam

Folk Theorems with Bounded Recall under (Almost) Perfect Monitoring (with Wojciech Olszewski), Games and Economic Behavior, 2011.

Payoff Complementarities and Financial Fragility: Evidence from Mutual Fund Outflows (with Qi Chen and Wei Jiang), Journal of Financial Economics, 2010.

Abortion Liberalization and Sexual Behavior: International Evidence (with Sven Neelsen and Thomas Stratmann), American Law and Economics Review, forthcoming.

Common Learning (with Martin W. Cripps, Jeffrey C. Ely, and Larry Samuelson), Econometrica, 2008.

Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Attorney Fellow, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Loyalty’s Core Demand: The Defining Role of Good Faith in Corporate Law (with Leo Strine, Jr., R. Franklin Balotti & Jeffrey Gorris), Georgetown Law Journal, 2010. Rationalizing Appraisal Standards in Compulsory Buyouts (with Michael Wachter), Boston College Law Review, 2009.

Recessions and the Social Safety Net: The Alternative Minimum Tax as a Counter-Cyclical Fiscal Stabilizer (with Brian Galle), Stanford Law Review, 2010. Passive Discrimination: When Does It Make Sense to Pay Too Little? (with Jonah Gelbach and Lesley Wexler), University of Chicago Law Review, 2009.

Purification in the Infinitely-Repeated Prisoners’ Dilemma (with V. Bhaskar and Stephen Morris), Review of Economic Dynamics, 2008. Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law Security Interests in Personal Property (with S. Harris), 5th ed., Foundation Press, forthcoming. Using First Principles of UCC Article 9 to Solve Statutory Puzzles in Receivables Financing (with Steven Harris), Gonzaga Law Review, forthcoming.

Private Law and the Regulation of Securities Intermediaries: Perspectives Under the Geneva Securities Convention and United States Law, Uniform Law Review, 2010. David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School High Water Marks in Competitive Capital Markets (with Susan Christoffersen), Working Paper.

Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law

Disparate Impact Realism, William and Mary Law Review, 2011.

The Insignificance of Proxy Access (with Marcel Kahan), Virginia Law Review, forthcoming.

Stereotype Threat: A Case of Overclaim Syndrome?, in The Science on Women and Science (Christina Hoff Sommers, ed.), AEI Press, 2009.

When the Government Is the Controlling Shareholder (with Marcel Kahan), Texas Law Review, forthcoming. Embattled CEOs (with Marcel Kahan), Texas Law Review, 2010.

The Economics of Mutual Funds, The Annual Review of Financial Economics, forthcoming.

David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law

Predatory Mortgage Lending (with Philip Bond and Bilge Yilmaz), Journal of Financial Economics, 2009.

The New Financial Deal: Understanding the Dodd-Frank Act and its (Unintended) Consequences, Wiley, 2011.

Gideon Parchomovsky, Professor of Law

Assessing the Chrysler Bankruptcy (with Mark Roe), Michigan Law Review, 2010.

Beyond Fair Use (with Phil Weiser), Cornell Law Review, 2011. The Hidden Function of Takings Compensation (with Abraham Bell), Virginia Law Review, 2010.

Michael L. Wachter, William B. Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics

Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School

The Political Economy of Fraud on the Market (with William W. Bratton), University of Pennsylvania Law Review, forthcoming.

Should Courts Always Enforce What Contracting Parties Write? (with L. Anderlini and L. Felli), Review of Law and Economics, 2011.

The Case Against Shareholder Empowerment (with William W. Bratton), University of Pennsylvania Law Review, 2010.

Political Reputations and Campaign Promises (with E. Aragones and T. Palfrey), Journal of the European Economic Association, 2007.

Rationalizing Appraisal Standards in Compulsory Buyouts (with Lawrence A. Hamermesh), Boston College Law Review, 2009.

Courts of Law and Unforeseen Contingencies (with L. Anderlini and L. Felli), Journal of Law, Economics and Organization, 2007.

Susan M. Wachter, Richard B. Worley Professor of Financial Management, Professor of Real Estate and Finance, The Wharton School; Co-Director, Institute for Urban Research

Renegotiation of Financial Contracts: Evidence from Private Credit Agreements (with Amir Sufi), Journal of Financial Economics, 2009. How does Financing Impact Investment? The Role of Debt Covenants (with Sudheer Chava), Journal of Finance, 2008. Back to the Beginning: Persistence and the Cross-Section of Corporate Capital Structure (with Michael Lemmon and Jaime Zender, Journal of Finance, 2008.

Adverse Selection and Convertible Bonds (with Archishman Chakraborty), Review of Economic Studies, forthcoming. Predatory Mortgage Lending (with Philip Bond and David Musto), Journal of Financial Economics, 2009. Information and Efficiency in Tender Offers (with Robert Marquez), Econometrica, 2008.

Governance in the Ruins (essay review of Curtis Milhaupt & Katharina Pistor, Law and Capitalism), Harvard Law Review, 2008.

The Distortionary Effect of Evidence on Primary Behavior (with Alex Stein), Harvard Law Review, 2010.

Michael R. Roberts, Associate Professor of Finance, The Wharton School

Bilge Yilmaz, Associate Professor of Finance, The Wharton School

Explaining the Housing Bubble (with Adam Levitin), Georgetown Law Review, forthcoming. Immigration and the Neighborhood (with Albert Saiz), American Economic Journal: Economic Policy, forthcoming. Subprime Lending and Real Estate Prices (with Andrey Pavlov), Real Estate Economics, 2011. Amy Wax, Robert Mundheim Professor of Law Diverging Family Structure and Rational Behavior: The Decline in Marriage as a Disorder of Choice, in The Economics of the Family, Elgar Publishers, 2011.

The Short and Puzzling Life of the “Implicit Minority Discount” in Delaware Appraisal Law (with Michael Wachter), University of Pennsylvania Law Review, 2007.

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21 Susan M. Wachter

2 Franklin Allen

22 Amy L. Wax

3 Aditi Bagchi

23 Bilge Yilmaz

4 Tom Baker

5 Howard F. Chang 6 Cary Coglianese 7 Itay Goldstein 8 Richard J. Herring 9 Robert W. Holthausen 10 Richard E. Kihlstrom

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11 Jonathan Klick 12 Michael S. Knoll 13 Charles W. Mooney, Jr. 14 David K. Musto 15 Gideon Parchomovsky 16 Andrew Postlewaite

Associate faculty

17 Michael R. Roberts 18 Edward B. Rock 9

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19 Reed Shuldiner 20 David A. Skeel, Jr.

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Matthew D. Adler

Tom Baker

Professor Adler is a graduate of Yale College, St. Antony’s College of Oxford University, and the Yale Law School. Prior to teaching at Penn, he worked as a law clerk for Judge Harry Edwards, U.S. Court of Appeals for the D.C. Circuit, and for Justice Sandra Day O’Connor, U.S. Supreme Court, and practiced law at Paul, Weiss, Rifkind, Wharton & Garrison in New York City. At the Penn Law School, Professor Adler teaches administrative law and constitutional law. His current research focuses on cost-benefit analysis and risk regulation.

Tom Baker is the William Maul Measey Professor of Law and Health Sciences at Penn Law School. His work explores insurance, risk, and responsibility in a wide variety of settings, using methods and perspectives drawn from economics, sociology, psychology, and history. He is the author of The Medical Malpractice Myth (U. Chicago P. 2005) and a contributing editor of Embracing Risk: The Changing Culture of Insurance and Responsibility (U. Chicago P. 2002). His latest book Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation, co-authored with Sean Griffith, analyzes the relationship between D&O insurance and securities litigation based on in-depth interviews with underwriters, claims managers, plaintiffs and defense lawyers, actuaries, brokers and others. He has a secondary appointment in the Insurance and Risk Management Department at Wharton, where he teaches risk management. He was the Connecticut Mutual Professor and Director of the Insurance Law Center at the University of Connecticut before joining the Penn Law faculty. He clerked for United States Court of Appeals Judge Juan Torruella and practiced with the firm of Covington and Burling.

Leon Meltzer Professor of Law

Franklin Allen

Nippon Life Professor of Finance and Professor of Economics, The Wharton School Franklin Allen is the Nippon Life Professor of Finance and Professor of Economics at the Wharton School of the University of Pennsylvania. He has been on the faculty since 1980. He is currently Co-Director of the Wharton Financial Institutions Center. He was formerly Vice Dean and Director of Wharton Doctoral Programs and Executive Editor of the Review of Financial Studies, one of the leading academic finance journals. He is a past President of the American Finance Association, the Western Finance Association, the Society of Financial Studies, and the Financial Intermediation Research Society. He is a Fellow of the Econometric Society. He received his doctorate from Oxford University. Dr. Allen’s main areas of interest are corporate finance, asset pricing, comparative financial systems, and financial crises. He is a co-author with Richard Brealey and Stewart Myers of the eighth and ninth editions of the textbook Principles of Corporate Finance.

Aditi Bagchi

Assistant Professor of Law Professor Bagchi received a J.D. from Yale Law School in 2003 and a M.Sc. in economic and social history from Oxford University in 2000. She clerked for United States Court of Appeals Judge Julio Fuentes and practiced law with Cravath, Swaine & Moore LLP in New York. She joined the Penn Law faculty in 2006 and currently teaches contracts and labor law. Her areas of research include normative theories of private law and comparative political economy.

William Maul Measey Professor of Law and Health Sciences

William W. Bratton

Professor of Law; Co-Director, Institute for Law and Economics Professor Bratton joined the Penn Law faculty in 2010. He graduated in 1976 from Columbia Law School where he was articles editor of the Law Review and a James Kent Scholar. He clerked for the Honorable William H. Timbers on the U.S. Court of Appeals for the Second Circuit and practiced for several years at Debevoise & Plimpton in New York. He served on the Cardozo, Rutgers, and George Washington law faculties before joining the faculty of the Georgetown University Law Center, where he was the Peter P. Weidenbruch, Jr., Professor of Business Law. He also has been the Unilever Visiting Professor at the Faculty of Law of the University of Leiden 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 also has published many articles and book chapters on topics in corporate law, the theory of the firm, law and economics, and legal history and is the editor of the leading law school casebook on corporate finance.

Howard F. Chang

Earle Hepburn Professor of Law Professor Chang received a Ph.D. in economics from the Massachusetts Institute of Technology in 1992, a J.D. from Harvard Law School in 1987, a Master in Public Affairs from Princeton University in 1985, and an A.B. from Harvard College in 1982. Prior to joining the Penn faculty in 1999, he was a Professor of Law at the University of Southern California Law School, where he began teaching in 1992.

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He was a Visiting Professor of Law at Stanford Law School in 1998, at Harvard Law School and at the New York University School of Law in 2001, at the University of Michigan Law School in 2002, and at the University of Chicago Law School in 2007, and a Visiting Associate Professor of Law at the Georgetown University Law Center from 1996 to 1997. He served as a law clerk for the Honorable Ruth Bader Ginsburg on the U.S. Court of Appeals for the D.C. Circuit from 1988 to1989. He served on the Board of Directors of the American Law and Economics Association from 2004 to 2007. He has written on a wide variety of subjects including environmental protection, international trade, immigration, intellectual property, and the economics of litigation and settlement.

Cary Coglianese

Edward B. Shils Professor of Law and Professor of Political Science Cary Coglianese is the Edward B. Shils Professor of Law at the University of Pennsylvania Law School, as well as Professor of Political Science and the director of the Penn Program on Regulation. Coglianese is the founder of the Law & Society Association’s international collaborative research network on regulatory governance, a council member of the American Bar Association’s section on Administrative Law and Regulatory Practice, and a fellow of the American Bar Foundation. He is also a founder of the peer-reviewed journal Regulation & Governance, for which he now serves on the editorial board. Coglianese received his J.D., M.P.P., and Ph.D. in political science from the University of Michigan, and for twelve years served on the faculty of the John F. Kennedy School of Government at Harvard University. He has also been a visiting professor of law at Stanford University and Vanderbilt University and an affiliated scholar at the Harvard Law School.

Patricia M. Danzon

Celia Z. Moh Professor of Health Care Systems, Insurance and Risk Management, The Wharton School Patricia Danzon is the Celia Moh Professor of Health Care Management at The Wharton School, University of Pennsylvania. Professor Danzon received a B.A. from Oxford University, England, and a Ph.D. in Economics from the University of Chicago. She has held faculty positions at Duke University and the University of Chicago. Professor Danzon is an internationally recognized expert in the fields of health economics, pharmaceuticals and biotechnology, and insurance. She is a member of the Institute of Medicine and the National Academy of Social Insurance. She has served as a consultant to the World Bank, GAVI, the European Commission, the New Zealand Treasury, the Asian Development Bank, and U.S. Agency for International Development, and others. Professor Danzon has served on the Board of Directors of Medarex, Inc., the Policy and Global Affairs Board of the National Academy of Sciences, and the Policy Board of the Office of Health Economics in London. She has been an Associate Editor of the Journal of Health Economics and the International Journal of Health Care Finance and Economics. She has published widely in scholarly journals on a broad range of subjects related to medical care, pharmaceuticals, biotechnology, insurance, and the economics of law.

Jill Fisch

Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics Professor Fisch received her J.D. from Yale Law School in 1985. Before joining the Penn faculty in 2008, she held the T.J. Maloney Chair in Business Law at Fordham Law School and served as founding director of the Fordham Corporate Law Center. She has also been a visiting professor at Harvard Law School, Columbia Law School and Georgetown University Law Center. Prior to entering academia, Professor Fisch practiced law with the United States Department of Justice and the New York office of Cleary, Gottlieb, Steen and Hamilton. Her research focuses on corporate governance, business litigation, and securities regulation.

Michael A. Fitts

Dean of the Law School and Bernard G. Segal Professor of Law Michael A. Fitts was named Dean of the Law School in March 2000. Before joining the Penn Law faculty in 1985, Dean Fitts served as clerk to the Honorable A. Leon Higginbotham, Jr., U.S. Court of Appeals for the Third Circuit, and as attorney advisor in the Office of Legal Counsel in the U.S. Department of Justice. At Penn he was appointed Associate Professor of Law in 1990, Professor of Law in 1992 and Robert G. Fuller, Jr. Professor of Law in 1996. From 1996 to 1998 he served as Associate Dean for Academic Affairs at the Law School and was active in establishing a variety of joint programs with other schools within the University. In 1999 he served as Visiting Professor in Political Science at Swarthmore College. Dean Fitts’ research has focused on the effect of various structural changes (e.g., stronger political parties, presidents or centralized legal institutions) on government budgeting and legislation. He has also written more recently on the structure of non-profit institutions and their leadership.

Itay Goldstein

Associate Professor of Finance, The Wharton School Itay Goldstein is a tenured Associate Professor of Finance at the Wharton School of the University of Pennsylvania. He has been on the faculty of the Wharton School since 2004. Professor Goldstein earned his B.A. (Economics and Accounting, 1994), M.A. (Economics, 1998), and Ph.D. (Economics, 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 major academic journals, including the Review of Economic Studies, the Journal of Finance, the Review of Financial Studies, the Journal of Financial Economics, and the Journal of Economic Theory. His research has also been featured in the popular press in the Financial Times, Bloomberg, Forbes, National Public Radio, and others. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein has served on the faculty of Duke University’s Fuqua School of Business. He had also worked in the research department of the bank of Israel, where he was in charge of the analysis of the current account of Israel.

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Lawrence Hamermesh

Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Attorney Fellow, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976. Professor Hamermesh practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as an associate from 1976–84, and as a partner from 1985–94. Professor Hamermesh joined the faculty at Widener in 1994, and teaches and writes in the areas of corporate finance, mergers and acquisitions, securities regulation, business organizations, and professional responsibility. Since 1995, Professor Hamermesh has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and served as Chair of the Council from 2002 to 2004. In 2002 and 2003 he also served as the Reporter for the American Bar Association’s Task Force on Corporate Responsibility. He served from 2001 to 2007 as a member of the Committee on Corporate Laws of the American Bar Association Section of Business Law, which supervises the drafting of the Model Business Corporation Act. In 2007 Professor Hamermesh was appointed as Chair of the Section of Business Law’s Committee on Corporate Documents and Process. In 1999 Professor Hamermesh was elected as a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware, Inc.

Richard J. Herring

Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center Richard J. Herring is Jacob Safra Professor of International Banking and Professor of Finance at The Wharton School, University of Pennsylvania, where he is also founding director of the Wharton Financial Institutions Center, one of Wharton’s largest research centers. From 2000 to 2006, he served as the Director of the Lauder Institute of International Management Studies and from 1995 to 2000, he served as Vice Dean and Director of Wharton’s Undergraduate Division. During 2006, he was a Professorial Fellow at the Reserve Bank of New Zealand and Victoria University. He is the author of more than 100 articles, monographs and books on various topics in financial regulation, international banking, and international finance. At various times his research has been funded by grants from the National Science Foundation, the Ford Foundation, the Brookings Institution, the Sloan Foundation, and the Council on Foreign Relations.

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Outside the university, he is co-chair of the US Shadow Financial Regulatory Committee and Executive Director of the Financial Economist’s Roundtable, a member of the Advisory Board of the European Banking Report in Rome, the Institute for Financial Studies in Frankfurt, and the International Centre for Financial Regulation in London. He served as co-chair of the Multinational Banking seminar from 1992–2004 and was a Fellow of the World Economic Forum in Davos from 1992–95. He was a member of the Group of 30 task force on the reinsurance industry, as well as an earlier study group on international supervision and regulation. Currently, he is an independent director of the DWS Scudder mutual fund complex and has served on the predecessor Deutsche Asset Management and Bankers Trust boards since 1990. He is also an independent director of the Daiwa closed end funds and of Barclays Bank, Delaware. Herring received his undergraduate degree from Oberlin College in 1968 and his PhD from Princeton University in 1973. He has been a member of the Finance Department since 1972. He is married, with two children, and lives in Bryn Mawr, Pennsylvania.

Robert W. Holthausen

The Nomura Securities Company Professor, Professor of Accounting and Finance, and Chairman, Accounting Department, The Wharton School Professor Holthausen earned his doctorate and his M.B.A. at the University of Rochester. Prior to his academic career, he was a C.P.A. He worked at Price Waterhouse and was also a financial analyst with Mobil. He was on the accounting and finance faculty at the Graduate School of Business of the University of Chicago for ten years, joining the Penn faculty in 1989. During the 2001–2002 academic year, he was a visiting professor at Harvard Business School. Since 1998 he has served as the academic director of Wharton’s Mergers and Acquisitions program. Professor Holthausen’s research interests include the effects of management compensation and governance structures on firm performance, the effects of information on volume and prices, corporate restructuring and valuation, the effects of large block sales on common stock prices, and numerous other topics. He is widely published in both finance and accounting journals and is currently an editor of the Journal of Accounting and Economics. His most recent work is entitled “Accounting Standards, Financial Reporting Outcomes and Enforcement” and appears in the Journal of Accounting Research (May, 2009, pp. 447-458) as part of the Conference on the Regulation of Securities Markets: Perspectives from Accounting, Law and Financial Economics.

Robert P. Inman

Richard King Mellon Professor of Finance, Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School Professor Inman received his Ph.D. in economics from Harvard University and joined the Penn faculty in 1972. He is a research associate of the National Bureau of Economic Research. He has served as a consultant to the city of Philadelphia, the state of Pennsylvania, CitiGroup, Chemical Bank, the U.S. Department of the Treasury, the Financial and Fiscal Commission of the Republic of South Africa, the National Bank of Sri Lanka, the National Academy of Sciences, and numerous U.S. federal government agencies. His research is currently focused on fiscal federalism, the urban fiscal crisis, and the political and legal institutions of fiscal policymaking. Professor Inman held the Florence Chair in Economics at the European University Institute, Florence, Italy, for the spring quarter of 2000. He was a Visiting Scholar at the Rockefeller Foundation’s Bellagio Study Center, Fall 2007.

Richard E. Kihlstrom

Ervin Miller-Arthur M. Freedman Professor of Finance and Economics, Chairman, Finance Department, The Wharton School Richard Kihlstrom holds a doctorate from the University of Minnesota. He has been a member of the Wharton faculty since 1979, was named to the Miller-Freedman professorship in 1986, and previously served as Chair of the Finance Department from 1988 to 1994. Before coming to Penn, he taught at Northwestern University, the University of Illinois, the State University of New York at Stony Brook, and the University of Massachusetts. He is a Fellow of the Econometric Society. His areas of research interest include information and uncertainty in economics, financial market equilibrium, and corporate finance.

Jonathan Klick

Professor of Law and Erasmus Chair of Empirical Legal Studies at Erasmus University Rotterdam Professor Klick earned his Ph.D. in economics in 2002 and his J.D. in 2003 from George Mason University. He was the Jeffrey A. Stoops Professor of Law and Economics at Florida State University from 2005-2008. He has been a visiting professor at Columbia University, Northwestern University, the University of Southern California, and the University of Hamburg, and he was an Erskine Fellow in the Department of Finance and Economics at the University of Canterbury in Christchurch, New Zealand. Klick’s work lies in the area of empirical law and economics, and every year he thinks the Flyers will win the Stanley Cup.

Michael S. Knoll

Theodore K. Warner Professor of Law; Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy Professor Knoll joined the Penn Law and Wharton faculties from the University of Southern California Law School in 2000. He teaches courses in corporate finance and taxation in the Law School, the Wharton School, and the Wharton Executive Program. He is also an affiliate of the Zell/Lurie Real Estate Center at the Wharton School, and the editor of Forensic Economic Abstracts, an electronic journal published by the Social Science Research

Network. Professor Knoll’s undergraduate and J.D. degrees are from the University of Chicago. He also earned a Ph.D. in Economics at the University of Chicago. In 1990 he joined the USC Law faculty as an Assistant Professor, and in 1995 he was promoted to full Professor. He has been a Visiting Professor of Law at Georgetown (1999), Penn (1998–99), Virginia (2000), and Columbia (2009). Professor Knoll was also a John M. Olin Senior Research Scholar at Columbia University School of Law (1996–97), a Visiting Scholar at New York University Law School (1996–97), and a John M. Olin Distinguished Visiting Professor of Law at Toronto University. Prior to entering teaching, he clerked for the Honorable Alex Kozinski on the U.S. Court of Appeals, Ninth Circuit, and served as legal advisor to the Vice Chairman of the U.S. International Trade Commission. He has published extensively in the fields of corporate finance, taxation, economics, and real estate finance.

Friedrich K. Kübler

Professor and Director of the Banking Law Institute Emeritus, University of Frankfurt, Germany; Emeritus Professor of Law After earning a Dr. iur. from the University of Tübingen in 1961, Professor Kübler held appointments as teaching assistant in Tübingen and Paris; Professor of Law, University of Giessen (1966–70); Visiting Lecturer, Harvard Law School (1968–69); Professor of Law and Dean of the Graduate School of Social Sciences, University of Konstanz (1971–76); and Professor of Law, University of Frankfurt (1976–98). He first came to Penn in 1975 and again in 1983 as a Visiting Professor of Law, and in 1985 he joined the faculty as Professor of Law. He has served on the board of the Deutscher Juristentag and is a member of the American Law Institute. He was one of the six commissioners regulating concentration in the German television industry and is a member of the European Shadow Financial Regulatory Committee, as well as of the Frankfurt Academy of Arts and Sciences. Professor Kübler’s teaching interests are the European Union, corporations, international finance, and mass communication. His current (comparative) research interests are in the areas of corporate governance and finance, the supervision of transnational financial markets, and broadcast regulation.

George J. Mailath

Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Professor Mailath received his Ph.D. in economics from Princeton University in 1985. He is a Fellow of the Econometric Society, a member of the Council of the Game Theory Society, a co-founder of the journal Theoretical Economics, and is or has served as an associate editor or editorial board member of Econometrica, the Review of Economic Studies, the Journal of Economic Theory, Games and Economic Behavior, the International Economic Review, and Economic Theory. He is co-editor of the Econometric Society Monograph Series and has been a member of the Economics Advisory Panel of the National Science Foundation. His research interests include the organization of the firm, noncooperative game theory, evolutionary game theory, social norms, and the foundations of reputations, law, and authority.

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Charles W. Mooney, Jr.

Charles A. Heimbold, Jr. Professor of Law Professor Mooney received his J.D. from Harvard Law School in 1972. He practiced law with the Oklahoma firm of Crowe and Dunlevy and as a partner of the New York firm of Shearman & Sterling. Professor Mooney joined the Penn faculty in 1986, and during 1999 and 2000 he served as Interim Dean of the Law School. From 1998 to 2000 and from 2008 to 2009 he served as Associate Dean for Academic Affairs. He is an active member of the American Law Institute and the American Bar Association. He served as a member of the Uniform Commercial Code Permanent Editorial Board Article 2 (Sales) Study Committee and also served as a reporter for that Board’s Article 9 (Secured Transactions) Study Committee and as a reporter for the Revised Article 9 drafting committee. He served as a member of the U.S. Security and Exchange Commission’s Advisory Committee on Market Transactions. Mooney was awarded the Distinguished Service Award, presented by the American College of Commercial Finance Lawyers. He is a Fellow and Director of the American College of Bankruptcy. He also served as U.S. Delegate and Position Coordinator (appointed by U.S. Department of State) at the Diplomatic Conference for the Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment, in Cape Town, South Africa. He also served as a U.S. Delegate for the UNIDROIT Geneva Securities Convention at the Diplomatic Conferences in Geneva. His current research centers on intermediated securities, security interests in bankruptcy, and bankruptcy theory.

Robert H. Mundheim

University Professor of Law and Finance Emeritus, University of Pennsylvania; Of Counsel, Shearman & Sterling; formerly General Counsel, U.S. Treasury and Executive Vice President and General Counsel of Salomon, Inc. Mr. Mundheim is Vice Chair of the Board of Trustees of the New School University, a member of the Council and Executive Committee of the American Law Institute, a Trustee of the Curtis Institute of Music, and Chairman of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility.

David K. Musto

Ronald O. Perelman Professor in Finance, The Wharton School David K. Musto is the Ronald O. Perelman Professor in Finance at the Wharton School, where he has been on the faculty since 1995. He has a B.A. from Yale University and a Ph.D. from the University of Chicago, and between college and graduate school he worked for Roll and Ross Asset Management in Los Angeles. He is an editor

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2

of the Journal of Financial Services Research and an Associate Editor of the Journal of Finance. Most of his work, both theoretical and empirical, is in the area of consumer financial services, mutual funds and consumer credit in particular. He has also published work on corporate and political voting, option pricing, short selling, and cross-border taxation.

Gideon Parchomovsky Professor of Law

Professor Parchomovsky received his LL.B. from the Hebrew University of Jerusalem in 1993, his LL.M. from the University of California at Berkeley in 1995, and his S.J.D. from Yale Law School in 1998. Prior to joining the Penn Law faculty in fall 2002, Professor Parchomovsky served as an Associate Professor at Fordham Law School and a Visiting Lecturer at Yale Law School. His research interests include intellectual property law and property theory. His recent work focuses on unlocking synergies among sub-fields of intellectual property and devising innovative mechanisms for protecting property entitlements.

Andrew W. Postlewaite

Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School Professor Postlewaite received his Ph.D. from Northwestern University in 1974 and joined the Penn faculty from the University of Illinois in 1980. He is editor of American Economic Journal: Microeconomics, past editor of the International Economic Review and past co-editor of Econometrica. He serves on the Board of Directors of the National Bureau of Economic Research, the Council of the Game Theory Society, and on the Executive Committee of the American Economic Association. He has published widely in the areas of strategic behavior and industrial organization.

Michael R. Roberts

Associate Professor of Finance, The Wharton School Michael R. Roberts is a tenured Associate Professor of Finance at the Wharton School of the University of Pennsylvania. Professor Roberts earned his B.A. in Economics from the University of California at San Diego, and his M.A. in Statistics and Ph.D. in Economics from the University of California at Berkeley. In addition to his experience at the Wharton School, he has taught at Duke University’s Fuqua School of Business. His primary research is in the area of corporate finance and in particular: capital structure, investment policy, financial contracting, and payout policy. Recent work has examined issues including the design of debt securities and the role of control rights in influencing financial and investment policy. His research has received several awards including the Brattle Prize for Distinguished Paper published in the Journal of Finance, and Best Paper awards at the Financial Management Association and Southwestern Finance Association annual conferences. In addition to his research, Professor Roberts has

earned a number of teaching awards including the DaimlerChrysler Core Teaching Award at the Fuqua School of Business and the David W. Hauk Award for Outstanding Teaching at the Wharton School. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in corporate finance, econometrics, and statistics. Prior to joining academia, Professor Roberts was a Financial Engineer at Financial Engineering Associates Inc. and a Senior Analyst for Regional Economic Research Inc.

Edward B. Rock

Saul A. Fox Distinguished Professor of Business Law. Professor Rock received his J.D. from the University of Pennsylvania in 1983. He joined the Penn faculty in 1989 from the Philadelphia law firm of Fine, Kaplan and Black, where he specialized in antitrust, corporate, and securities litigation. He has written widely in corporate law, on topics including: proxy access, corporate voting, government ownership, hedge funds and comparative corporate law. In 1994, Professor Rock was a Visiting Professor of International Banking and Capital Markets at the Institut für Arbeits-, Wirtschafts- und Zivil Recht, Johann Wolfgang GoetheUniversität, Frankfurt am Main, Germany. During the 1995–96 academic year, he was a Fulbright Senior Scholar and Visiting Professor of Law at the Law Faculty of the Hebrew University of Jerusalem, Israel. In 2001, he was appointed the first Saul A. Fox Distinguished Professor of Business Law. During 2005–06, he was again a Visiting Professor of Law, and Lady Davis Fellow, at Hebrew University. Professor Rock served as co-director of ILE from 1998-2010.

Reed Shuldiner

Alvin L. Snowiss Professor of Law Professor Shuldiner is a recognized expert in the taxation of financial instruments and transactions. His area of research is taxation and tax policy. His current research includes the taxation of risk under income, wealth and consumption taxes, and the viability and effects of a federal wealth tax (with David Shakow). Professor Shuldiner served as Associate Dean at Penn Law from 2000–02. During spring 2005, Professor Shuldiner was the William K. Jacobs, Jr. Visiting Professor of Law at Harvard Law School. He was a Visiting Assistant Professor at Yale Law School during 1994–95. Before joining the Penn law faculty in 1990, he served in the Office of Tax Legislative Counsel of the U.S. Department of the Treasury, was counsel to the law firm of Cadwalader, Wickersham and Taft, and was an associate with the Washington, D.C., law firm of Wilmer, Cutler and Pickering. Professor Shuldiner received his J.D. from Harvard University in 1983 and his Ph.D. in economics from the Massachusetts Institute of Technology in 1985.

David A. Skeel, Jr.

S. Samuel Arsht Professor of Corporate Law Professor Skeel joined the Penn faculty in 1999. He graduated in 1987 from the University of Virginia School of Law, where he was editor of the Virginia Law Review and a member of the Order of the Coif. He clerked for the Honorable Walter K. Stapleton on the U.S. Court of Appeals for the Third Circuit, and practiced for several years at Duane, Morris & Heckscher in Philadelphia, before joining the Temple University School of Law in 1990. Professor Skeel has also held visiting appointments at the University of Wisconsin Law School (1993–94), the University of Virginia School of Law (spring 1994), Georgetown University Law Center (fall 2004), and the University of Pennsylvania Law School (fall 1997). Professor Skeel specializes in corporate and commercial law and has written widely on corporate law, bankruptcy, and sovereign debt. He has also has written on law and religion, and poetry and law.

Michael L. Wachter

William B. Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics Professor Wachter received his Ph.D. in economics from Harvard University and joined the Penn faculty in 1970. He has held full professorships in three of Penn’s schools: the School of Arts and Sciences, where he has been professor of economics since 1976; the Wharton School, where he was professor of management, 1980–92; and the Law School, where he became professor of law and economics in 1984. He has been senior advisor to the Brookings Panel on Economic Activity in addition to consulting for the Federal Reserve’s Board of Governors and the Council of Economic Advisors. He has also served as a member of the National Council on Employment Policy and as a commissioner on the Minimum Wage Study Commission. Professor Wachter served as Deputy Provost of the University of Pennsylvania from July 1995 to January 1998, and as Interim Provost from January to December 1998. He is the author of numerous articles in law and economics, as well as in corporation law and labor law and economics.

Susan M. Wachter

Richard B. Worley Professor of Financial Management, Professor of Real Estate and Finance, The Wharton School; Co-Director, Institute for Urban Research From 1998 to 2001, as Assistant Secretary for Policy Development and Research, U.S. Department of Housing and Urban Development, Dr. Wachter served as the senior urban policy official and principal advisor to the Secretary on overall HUD policies and programs. At Wharton, Dr. Wachter was Chairperson of the Real Estate Department and Professor of Real Estate and Finance from July 1997 until her 1998 appointment to HUD. She founded and currently serves as Director of Wharton’s Geographical Information Systems Lab. Dr. Wachter served as a member of the Board of Directors of the Beneficial Corporation from 1985 to 1998 and of the MIG Residential REIT from 1994 to 1998. She was the editor of Real Estate Economics from 1997 to 1999 and serves on the editorial boards for several real estate journals. Dr. Wachter has been a member of the Advanced Studies Institute of the Homer Hoyt Institute since 1989. Wachter co-founded and is co-director of the Institute for Urban Research at Penn. She is author of more than 100 scholarly publications and is the recipient of several awards for teaching excellence at the Wharton School.

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Amy Wax

Robert Mundheim Professor of Law A graduate of Yale College and Harvard Medical School, Professor Wax trained as a neurologist at New York Hospital before completing a law degree at Columbia Law School in 1987. She served as a clerk to the Honorable Abner J. Mikva of the U.S. Court of Appeals for the D.C. Circuit and worked for six years at the Office of the Solicitor General at the U.S. Department of Justice, where she argued 15 cases before the U.S. Supreme Court. She taught from 1994 to 2001 at the University of Virginia Law School. Her areas of teaching and research include civil procedure, remedies, labor and employment law, poverty law and welfare policy, the law and economics of work and family, and social science and the law. Professor Wax joined the Penn Law Faculty in fall 2001.

Bilge Yilmaz, Associate Professor of Finance, The Wharton School Bilge Yılmaz is an Associate Professor of Finance at the Wharton School. Prior to his current appointment, he taught at the Graduate School of Business, Stanford University, and held visiting positions at the University of Chicago and INSEAD. He received his BS degrees in Electrical Engineering and Physics from Bogaziçi University, and his PhD in Economics from Princeton University. His research focuses on corporate finance, political economy and game theory. Recently, he has published articles on the inefficiency of tender offers, optimal security design, corporate bankruptcy, strategic trading, and predatory lending. His current research interests also include corporate governance and private equity.

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ILE Investors 2010–2011

Funding for the Institute for Law and Economics comes from a diverse group of individuals, law firms, corporations, and foundations who endorse our work each year. We are pleased and privileged to recognize and thank the ILE investors whose generous contributions underwrite the activities described in this report. We deeply appreciate their support and their active participation in institute programs. Benefactors $25,000 or above Charles I. Cogut and Simpson Thacher & Bartlett LLP Robert L. Friedman Paul G. Haaga, Jr. Skadden, Arps, Slate, Meagher & Flom LLP Sullivan & Cromwell LLP Sponsors $10,000 to $24,999 Apollo Capital Management, L.P. AQR Capital Management, LLC Barclays Capital Americas Bernstein Litowitz Berger & Grossmann LLP Cadwalader, Wickersham & Taft LLP Isaac D. Corré Cravath, Swaine & Moore LLP Credit Suisse Dechert LLP Delaware Department of State Dewey & LeBoeuf LLP DuPont Fidelity Management & Research Company Stephen Fraidin Joel E. Friedlander Gibson, Dunn & Crutcher LLP Goldman, Sachs & Co. Perry Golkin Grant & Eisenhofer P.A. Hughes Hubbard & Reed LLP Innisfree M&A Incorporated Roy J. Katzovicz MacKenzie Partners, Inc Merck & Co., Inc. Millennium Management Foundation Morgan, Lewis & Bockius LLP Morris, Nichols, Arsht & Tunnell LLP Potter Anderson & Corroon LLP Proskauer Rose LLP Allan N. Rauch Richards, Layton & Finger, P.A. Schulte Roth & Zabel LLP Seyfarth Shaw LLP Shearman & Sterling LLP Sungard Data Systems Inc. Vanguard Wachtell, Lipton, Rosen & Katz Young Conaway Stargatt & Taylor, LLP

Members $5,000 to $9,999 James H. Agger Blank Rome LLP Harkins Cunningham LLP Leon C. Holt, Jr. Myron J. Resnick Donors Up to $4,999 Christopher Foulds Mary J. Grendell Edmund Kitch James A. Ounsworth John F. Schmutz Konstantin Vertsman Eric Wilensky Kenneth W. Willman

Design: Dyad Communications

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lectures

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Institute for Law & Economics University of Pennsylvania 3400 Chestnut Street, Philadelphia, PA 19104-6204 215.898.7719, www.law.upenn.edu/ile/ September 2011

Michael L. Wachter, Co-Director William B. Johnson Professor of Law and Economics 215.898.7852 mwachter@law.upenn.edu Jill E. Fisch, Co-Director Perry Golkin Professor of Law 215.746.3454 jfisch@law.upenn.edu

William W. Bratton, Co-Director Professor of Law 215-898-6911 wbratton@law.upenn.edu Vicki L. Hewitt, Program Director 215.898.7719 vhewitt@law.upenn.edu

Founded in 1980, the Institute for Law and Economics at the University of Pennsylvania has an ambitious agenda that is timelier than ever. The study of law and economics remains the most rapidly growing movement in legal scholarship and jurisprudence. Under the sponsorship of the Law School, the Wharton School, and the Department of Economics in Penn’s School of Arts and Sciences, the Institute has played a leading role in this expanding field. Cross-disciplinary research, the cornerstone of ILE, seeks to influence the national policy debate by analyzing the impact of law on the global economy, spotlighting the significant role that economics plays in fashioning legal policy. Our innovative roundtables and conferences, launched in 1985, complement these goals by provoking in-depth and frequently groundbreaking examinations of critical issues. These and other programs highlighted in this Annual Report have helped the Institute stay on the leading edge of this cross-discipline. The Institute for Law and Economics has unique advantages. We draw on the research and teaching strengths of the Law School, the Wharton School, and the Department of Economics. Our geographic location is optimal, allowing us to bring together participants from Washington and New York for full-day meetings and still get everyone home in time for dinner. We have been able to call on the expertise of Penn Law School alumni who occupy key positions in law, business, and government. And, critically, we have an extraordinarily distinguished cadre of board members and sponsors who are willing to give of their time and expertise to make our programming a success. In each area, from our public lectures and panels through our closed-door roundtables to our more academically-oriented faculty workshops, we are driven by the same mission: to use the tools of economics to understand the law. In a world in which complex legal rules govern economic relationships, the tools of economics provide a way of asking whether the law creates appropriate incentives to encourage actors to maximize social welfare. Funding for ILE comes from a diverse group of corporations, law firms, foundations, and individuals who endorse our work each year. Over the past decade, the Institute has more than tripled its donor base to provide ongoing support for the programs discussed in this Annual Report. A list of Institute Investors for 2010–2011 appears on page 48.


ILE Annual Report 2010-2011