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law & economics annual report 2011–12

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

message from the co - chairs

Message from the Co-Chairs: 1 Board of Advisors: 2

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.

Message from the Dean: 6 Message from the Co-Directors: 7 Roundtable Programs: 9 Corporate Roundtable, Spring 2012: 10 Corporate Roundtable, Fall 2011: 12 Corporate Roundtable, Spring 2011: 14 Corporate Roundtable, Fall 2010: 14 Corporate Roundtable, Spring 2010: 16 Corporate Roundtable, Fall 2009: 16 Panel Programs: 19 Chancery Court Programs: 20 Insights from Practice: 22 Lectures: 25 Law and Entrepreneurship: 26 Distinguished Jurist: 28 International Program Lectures: 30 Past Lectures: 32 Academic Events: 35 Penn /NYU Conference, Spring 2012: 36 NYU/Penn Conference, Spring 2011: 36 ILE/Wharton Finance Seminars: 38

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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: Kevin Genirs (Barclays Capital); Jennifer Shotwell (Innisfree M&A Incorporated); Richard D. Smith (Allen & Overy LLP); Andrea E. Utecht (FMC Corporation); and Antonio Weiss (Lazard). These accomplished individuals will greatly enhance the work of the Institute and broaden the composition of our Board. We would also like to welcome The Depository Trust and Clearing Corporation and White & Case LLP as ILE sponsors, through long-standing board members James E. Odell and Morton A. Pierce. 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 world-renowned as the forum for interesting dialogue on topical issues for corporations and their financial and legal advisors. Charles “Casey” Cogut Simpson Thacher & Bartlett LLP

Curricular Partnerships: 40

Joseph B. Frumkin Sullivan & Cromwell LLP

Publications and Papers: 42

September 2012

Associate Faculty: 44 Institute Investors: 53

message from the co-chairs

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board of advisors

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board of advisors

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, Global Head of Raid and Activism Defense 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

Joseph B. Frumkin Co-Chair, 2008Sullivan & Cromwell LLP New York, NY

Kevin Genirs Managing Director Barclays Capital New York, NY

Scott C. Goebel Senior Vice President and General Counsel Fidelity Management & Research Company Boston, MA

Perry Golkin Chief Executive Officer PPC Enterprises LLC New York, NY

Stuart M. Grant Grant & Eisenhofer P.A. Wilmington, DE

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. CorrĂŠ Senior Managing Director Eton Park Capital Management New York, NY

Mark I. Greene Cravath, Swaine & Moore LLP New York, NY

Paul G. Haaga, Jr. Retired, Former 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

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 Advisor The Blackstone Group L.P. New York, NY

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 and Investment Team Member 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

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board of advisors

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board of advisors

board of advisors

13 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

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 Partner The S Consulting Group Philadelphia, PA

Heidi Stam Managing Director and General Counsel Vanguard Wayne, PA

Hon. Leo E. Strine, Jr. Chancellor Delaware Court of Chancery Wilmington, DE

John J. Suydam Chief Legal and Compliance Officer Apollo Global Management, LLC New York, NY

Andrea E. Utecht Executive Vice President, General Counsel and Secretary FMC Corporation Philadelphia, PA

Hon. E. Norman Veasey Chief Justice, Supreme Court of Delaware, 1992-2004 Weil, Gotshal & Manges LLP New York, NY, and Wilmington, DE

Morton A. Pierce White & Case 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 and Company 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

Marc Weingarten Schulte Roth & Zabel LLP New York, NY

Antonio Weiss Global Head of Investment Banking Lazard

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

Richard D. Smith Allen & Overy LLP New York, NY

A. Gilchrist Sparks III Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE

7 Jennifer Shotwell Founding Managing Director Innisfree M&A Incorporated New York, NY

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

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

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 securities regulation, shareholder empowerment, or investment management solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to 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 2012

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he Institute for Law and Economics endeavors to sponsor the legal academy’s deepest and most compelling corporate law programs. We believe this year’s events met this demanding aspiration. ILE continues to be a prominent venue for encounters among leading corporate practitioners, lawmakers, and academics and for conversations across academic disciplines. We commit ourselves to achieving an even higher level of seriousness of endeavor and participant engagement in the future. Our Fall Corporate Roundtable looked at current issues in securities regulation and examined the SEC from an institutional perspective—a hot topic in light of events like the Business Roundtable decision and the Citigroup litigation. Our Spring Roundtable considered the evolving issue of shareholder empowerment in Delaware corporate law. Our public lecture series highlighted ILE’s close relationship with the Delaware courts. In recognition of the transition on the Delaware Chancery Court, we hosted both William Chandler, the outgoing Chancellor, and Leo Strine, the new Chancellor, as Distinguished Jurist lecturers. Our Law and Entrepreneurship lecture came from Paul Haaga, who spoke about the principles of money management and the distinctive investment style employed by Capital Research and Management Company, the investment advisor for the American Funds. Corporate governance retained a place at the top of our agenda as well. Our Fall Insights from Practice program explored the Air Products/Airgas takeover battle. Hideki Kanda from the University of Tokyo delivered a lecture on comparative corporate governance as part of our International Programs Series. Our Chancery Court program featured several leading investment bankers and focused on conflicts of interest in mergers and acquisitions and other current financial topics. We successfully continued our cross-disciplinary academic initiatives. The Law and Finance series, held in cooperation with Wharton’s Finance Department as a regular part of its Finance workshop, featured papers on financial regulation from Eric Talley, Rosalinde and Arthur Gilbert Professor of Law at University of California-Berkeley Law School, and Paul Pfleiderer, C.O.G. Miller Distinguished Professor of Finance at Stanford University Graduate School of Business. In February, we co-hosted the eighth annual Penn/NYU 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 welcome four new board members: Kevin Genirs (Barclays Capital); Jennifer Shotwell (Innisfree M&A Incorporated); Richard D. Smith (Allen & Overy LLP); Andrea E. Utecht (FMC Corporation); and Antonio Weiss (Lazard). We are also delighted to welcome The Depository Trust and Clearing Corporation and White & Case LLP as sponsors, thanks to our dedicated board members Jim Odell and Mort Pierce. William W. Bratton, Co-Director, Institute for Law and Economics Nicholas F. Gallicchio Professor of Law Jill E. Fisch, Co-Director, Institute for Law and Economics Perry Golkin Professor of Law Michael L. Wachter, Co-Director, Institute for Law and Economics William B. Johnson Professor of Law and Economics September 2012

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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 Perry Golkin, Kohlberg Kravis Roberts & Co. 2 Paul K. Rowe, Wachtell, Lipton, Rosen & Katz. 3 Hon. Travis Laster, Delaware Court of Chancery;

Adapting to the New Shareholder Centric Reality: Creditor Protection Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School Corporate law seeks to control three sorts of agency costs: managers v. dispersed shareholders; controlling v. noncontrolling shareholders; and shareholders v. creditors. Because the magnitude of these agency costs is interrelated, changes in the severity of one sort of agency cost will likely affect the severity of other varieties. In shareholder-centric corporate law systems like the UK, creditor protection is a prominent feature. By contrast, in manager-centric corporate law systems, as in the US over much of the last 80 years, corporate law’s creditor protection features seem to atrophy. What happens when a system shifts from a manager-centric system to a shareholdercentric system? How can it adapt to the new reality and respond to the increased need for creditor protection? In this article, I argue that since the early 1980s, the U.S. system has shifted from a manager-centric system to a shareholder-centric system. If this is right, then the shareholder-creditor agency cost problem potentially returns as a central concern of corporate law. Further, to the extent that we have evolved into a shareholder-centric system through changes in practice rather than law, the law is unlikely to have kept pace. This article addresses the question of how the U.S. corporate law system can adapt to this new shareholder-centric reality and the shareholdercreditor agency costs that accompany it.

April 20, 2012

Joseph B. Frumkin, Sullivan & Cromwell LLP;

Welcome

4 Front row: Hon. Jack B. Jacobs, Supreme Court

Christopher Young, Credit Suisse.

of Delaware; William T. Allen, New York

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

Morning Session

University School of Law; Perry Golkin, Kohlberg

David C. McBride, Young Conaway Stargatt & Taylor, LLP. Back row: Christopher Foulds,

Skadden, Arps, Slate, Meagher & Flom LLP; Rich

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

Hynes, University of Virginia School of Law;

Moshe A. Cohen, Columbia Business School. 5 Front row: Stephen Fraidin, Kirkland & Ellis

c o mmentato r s Isaac D. Corré, Senior Managing Director, Eton Park Capital Management Reinier Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School

LLP; Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP. Middle row: Richard D.

Smith, Allen & Overy LLP; K.J. Martijn Cremers, Yale School of Management.

Thirty Years of Shareholder Rights and Firm Valuation

6 Front row: William D. Anderson, Jr., Goldman,

Martijn Cremers, Associate Professor of Finance, Yale School of Management Allen Ferrell, Harvey Greenfield Professor of Securities Law, Harvard Law School c o mmentato r s Bo Becker, Assistant Professor of Business Administration, Harvard Business School Paul K. Rowe, Wachtell, Lipton, Rosen & Katz

Thirty Years of Shareholder Rights and Firm Valuation Martijn Cremers, Associate Professor of Finance, Yale School of Management Allen Ferrell, Harvey Greenfield Professor of Securities Law, Harvard Law School

Afternoon Session

This paper introduces a new hand-collected shareholder rights dataset tracking restrictions on shareholder rights at approximately 1,000 firms over 1978-1989. In conjunction with the 1990-2006 IRRC data, we track firms’ shareholder rights over thirty years. Most governance changes occurred during the 1980s. We find a robustly negative association between restrictions on shareholder rights (using the G-Index as a proxy) and Tobin’s Q. The negative association only appears after the judicial approval of the poison pill and antitakeover defenses more generally in the landmark Delaware Supreme Court decision of Moran v. Household in 1985. This decision was an unanticipated, exogenous shock that increased the importance of shareholder rights, suggesting that shareholder rights have become more strongly associated with firm valuation in the post-Moran era.

mo der ato r s William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School

institute for law and economics

Friedlander, Bouchard Margules & Friedlander;

Adapting to the New Shareholder Centric Reality: Creditor Protection

Sachs & Co.; Roy J. Katzovicz, Pershing Square

Capital Management, L.P. Middle row: Marc H. 2

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Kushner, Lazard Frères & Co. LLC; Bo Becker,

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Harvard Business School; Edward B. Rock,

University of Pennsylvania Law School. Back row: David A. Skeel, Jr., University of Pennsylvania Law School.

Panel on Delaware Law and Shareholder Empowerment: How It Has Evolved and Where It Is Going

panelist s Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP William T. Allen, Nusbaum Professor of Law and Business, New York University School of Law William C. Coffey, Senior Vice President and Deputy General Counsel, Fidelity Investments Stephen Fraidin, Kirkland & Ellis LLP Perry Golkin, Advisory Partner, Kohlberg Kravis Roberts & Co. Hon. Jack B. Jacobs, Justice, Supreme Court of Delaware

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Kravis Roberts & Co. Middle row: Joel E.

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roundtable programs

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Corporate Roundtable

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1 Troy A. Paredes, U.S. Securities and Exchange Commission.

2 Front row: Heidi Stam, Vanguard; Stephen L. The Political Economy of Fraud on the Market William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School The fraud on the market class action no longer enjoys substantive academic support. If, as the consensus view now has it, fraud on the market makes no policy sense, then its abolition would seem to be the next logical step. Yet most observers continue to accept it on the same ground cited by the Supreme Court in 1964 when it first implied a private right of action under the 1934 Act in J.I. Case v. Borak—a private enforcement supplement is needed in view of inadequate SEC resources. Restating, even a private enforcement supplement that makes no sense is better than no private enforcement supplement at all. This article questions this backstop policy conclusion, highlighting the sticking points retarding movement toward fraud on the market’s abolition and mapping a plausible route to a superior enforcement outcome. We recommend that private plaintiffs be required to meet an actual reliance standard. We look to the Securities and Exchange Commission, rather than Congress or the courts, to initiate the change—it is the lawmaking institution most responsible for the unsatisfactory status quo and best equipped to propose a corrective. Because an actual reliance requirement would substantially diminish the flow of private litigation, we also look to a compensating step up in public enforcement capability. More specifically, the SEC enforcement division needs enough funding to redirect its efforts away from the enterprise toward culpable individuals. “Publicness” in Contemporary Securities Regulation Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center Robert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Center This article surveys some of the history of the publicprivate divide in securities regulation, and looks at how technology has blurred the distinctions that have long been used by regulators. It looks at the questions surrounding public company status under the ’34 Act. We suggest abandoning the 500 shareholder record ownership in favor of a standard focusing on trading volume. We consider but ultimately reject the idea that accredited or otherwise sophisticated, wealthy investors not be counted in assessing public status for issuers. And we offer some thoughts about balancing costs and benefits with respect to drawing the line between public and private issuers. Much of the SEC’s policymaking along the public-private divide is reactive, a delayed response—largely invisible except to legal elites—to regulatory arbitrage efforts by sophisticated lawyers and clients, who use both technical legal knowledge and political influence to protect the spaces they claim. We see this as a growing problem: how is the SEC, at a time of both financial and political stress, to address increasingly rapid technological innovation. We have no suggestions beyond addressing those stresses, but do think that the nature of informal (and not necessarily enforcement-driven) SEC lawmaking be given more scholarly attention that it has gotten.

Brown, TIAA-CREF. Middle row: Edward B. Rock,

December 9, 2011

University of Pennsylvania Law School.

3 Front row: Simon M. Lorne, Millennium

Welcome

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

Management LLC; Roy J. Katzovicz, Pershing

Square Capital Management, L.P. Middle row: 1

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Company; Joshua F. Bonnie, Simpson Thacher

Morning Session

& Bartlett LLP.

The Political Economy of Fraud on the Market

4 Front row: Troy A. Paredes, U.S. Securities and

William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

Exchange Commission; Harvey J. Goldschmid,

Columbia Law School; Jill E. Fisch, University of Pennsylvania Law School. Middle row: Robert C. Clark, Harvard Law School; Henry T.C. Hu,

The University of Texas Law School. Back row:

c o mmentato r s James D. Cox, Brainerd Currie Professor of Law, Duke University School of Law Linda Chatman Thomsen, Davis Polk & Wardwell LLP

Edmund W. Kitch, University of Virginia School of Law.

5 Front row: Harvey J. Goldschmid, Columbia Law School; Perry Golkin, Kohlberg Kravis

“Publicness” in Contemporary Securities Regulation Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center Robert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Center

Roberts & Co. Middle row: Robert C. Clark, Harvard Law School; Henry T.C. Hu, The University of Texas Law School.

6 Christine Hurt, University of Illinois College

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of Law; Christopher J. Brummer, Georgetown University Law Center; Amanda M. Rose,

c o mmentato r s Joshua F. Bonnie, Simpson Thacher & Bartlett LLP Adam C. Pritchard, Professor of Law, The University of Michigan Law School

Vanderbilt University Law School; Frederick Tung, Boston University School of Law.

7 William W. Bratton, University of Pennsylvania Law School.

Afternoon Session Panel on the SEC from an Institutional Perspective mo der ato r s William W. Bratton, Nicholas F. Gallicchio 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 David M. Becker, Cleary Gottlieb Steen & Hamilton LLP Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Harvey J. Goldschmid, Dwight Professor of Law, Columbia Law School Roy J. Katzovicz, Chief Legal Officer and Investment Team Member, Pershing Square Capital Management, L.P. Simon M. Lorne, Vice Chairman and Chief Legal Officer, Millennium Management LLC Troy A. Paredes, Commissioner, U.S. Securities and Exchange Commission

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Martha L. Rees, E. I. du Pont de Nemours and

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roundtable programs

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Corporate Roundtable

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1 Harvey R. Miller, Weil, Gotshal & Manges LLP; Richard Levin, Cravath, Swaine & Moore LLP. 2 Front row: Hon. Christopher S. Sontchi,

April 8, 2011 Welcome

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

Morning Session

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

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

U.S. Bankruptcy Court, District of Delaware;

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

Robert L. Friedman, The Blackstone Group L.P. Middle row: Edward B. Rock, University of

Pennsylvania Law School; Mark J. Roe, Harvard Law School. Back row: John C. Coffee, Jr., 1

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

Afternoon Session

Court of Chancery; Roy J. Katzovicz, Pershing

Panel on Issues in Bankruptcy and Resolution

Square Capital Management, L.P. Middle row:

Julian Franks, London Business School; Ronald J. Gilson, Columbia Law School.

mo der ato r s William W. Bratton, 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 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

4 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 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

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

5 Donald S. Bernstein, Davis Polk & Wardwell LLP. 6 Front row: Louis J. Bevilacqua, Cadwalader, Wickersham & Taft LLP; Hon. Jack B. Jacobs,

December 10, 2010 Welcome

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

Morning Session

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

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

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Columbia Law School.

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

Christopher Young, Credit Suisse; David K.

c o mmentato r s Isaac CorrĂŠ, 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

Afternoon Session Panel on Hedge Funds Under Fire?

Musto, The Wharton School; Joseph A.

McCahery, Tilburg University. Back row:

Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom, LLP; Kent S. Hughes,

Egan-Jones Group, Ltd.; April Klein, NYU Stern School of Business. 4

mo der ato r s William W. Bratton, 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 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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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

1

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

3

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

5

6

roundtable programs

17

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

2

1 Antonio Weiss, Lazard. 2 Hon. Leo E. Strine, Jr., Delaware Court of Chancery.

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

april 10, 2012 Function and Impartiality: Deciding Between Using a Conflicted Full Service Bank and a Conflict-Free Bank This program looked at the role of investment banks in providing advisory services in mergers and acquisitions. Investment banks provide financial advice on M&A transactions, as well as the ability to arrange for the financing necessary to complete the deal. However, investment banks are vulnerable to conflicts of interest, since their equity research and trading departments may be dealing in the shares of the companies they are advising. Although the SEC requires investment banks to impose a Chinese wall between their corporate finance and their equity research and trading divisions, the investment banking sector has been criticized for the opacity of its operations. These potential conflicts of interest have led to the growth of independent investment banking firms that offer specialized M&A advice but not financing. The panelists considered the benefits and trade-offs of conducting M&A transactions with full service investment banks and conflict-free banks.

Chancery; Christopher Young, Credit Suisse;

Alan Miller, Innisfree M&A Incorporated; Jill E.

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

Fisch, University of Pennsylvania Law School; Glenn Booraem, Vanguard; Daniel H. Burch,

MacKenzie Partners, Inc., Michael L. Wachter, University of Pennsylvania Law School. 1

2

panelist s Joel E. Friedlander, Bouchard Margules & Friedlander Robert A. Kindler, Vice Chairman and Global Head of M&A, Morgan Stanley Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP Antonio Weiss, Global Head of Investment Banking, Lazard

4 Joel E. Friedlander, Bouchard Margules & Friedlander.

5 Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP.

6 Richard Hall, Cravath, Swaine & Moore LLP. 7 Joel E. Friedlander, Bouchard Margules & Friedlander; Antonio Weiss, Lazard; Eileen

Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; Michael L. Wachter, University of

Pennsylvania Law School; Robert A. Kindler, Morgan Stanley. 3

March 29, 2011

20

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

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

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.

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

institute for law and economics

4

5

6

7

Panel Programs

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2

insights from practice

2

1 Donald J. Wolfe, Jr., Potter Anderson &

Corroon LLP; Hon. Jack B. Jacobs, Supreme Court of Delaware.

2 Gary A. Bornstein, Cravath, Swaine &

October 4, 2011 Our fall Insights from Practice program looked at the recentlysettled case of Air Products & Chemicals, Inc. v. Airgas, Inc. This case addressed the fundamental corporate law question of who gets to decide when and if a corporation is for sale. The case was the response to a shareholder rights plan used by the Airgas board of directors to ward off an unsolicited Air Products offer that was believed by the Airgas board to undervalue the company. The Court’s opinion in Air Products & Chemicals, Inc. v. Airgas, Inc. ruled in favor of Airgas and its board of directors, concluding that the power to defeat an inadequate hostile tender offer ultimately lies with the board of directors. The panelists for the program included lawyers for both the plaintiffs and the defendants, as well as a Delaware judge and an investment professional, who analyzed the effects of the case on corporate law and on the financial markets.

Moore LLP; Isaac D. Corré, Eton Park Capital

Management; Minh Van Ngo, Cravath, Swaine & Moore LLP; Theodore N. Mirvis, Wachtell,

panelist s Gary A. Bornstein, Cravath, Swaine & Moore LLP Isaac D. Corré, Senior Managing Director, Eton Park Capital Management Hon. Jack Jacobs, Justice, Supreme Court of Delaware Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz Minh Van Ngo, Cravath, Swaine & Moore LLP Donald J. Wolfe, Jr., Potter Anderson & Corroon LLP

Lipton, Rosen & Katz.

3 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. Steenland, formerly of Northwest Airlines.

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 Dodd-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.

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

1

1

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

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institute for law and economics

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. We also sponsor lectures 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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law and entrepreneurship Lectures

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november 15, 2011 Too Dull for Davos: My Life in Long-Only, Objective-Based, Active Money Management and Why I Think It Still Makes Sense Paul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company Paul G. Haaga, Jr. is Chairman of the Board of Capital Research and Management Company. He is Vice Chairman of the fixedincome funds in the American Funds Group and Chairman of Capital International Fund. He is also an officer and/or director of a number of other CRMC-managed mutual funds. Prior to joining Capital in 1985, Paul was a partner in the law firm of Dechert Price & Rhoads (now known as Dechert) in Washington, D.C. From 1974 to 1977, he was a senior attorney for the Division of Investment Management of the U.S. Securities and Exchange Commission. Paul earned a bachelor’s degree

in economics from Princeton University, an M.B.A. from the Wharton School, and a J.D. from the University of Pennsylvania Law School. He is a member of the Executive Committee (Chairman from 2002–2004, Vice Chairman from 2004-2006) of the Board of Governors of the Investment Company Institute (the national association of the U.S. mutual fund industry) and serves as President of the Board of Trustees of the Los Angeles County Museum of Natural History. He is a trustee of the Huntington Library, Museum and Gardens in San Marino, California, and Chairman of the Board of Overseers of the University of Pennsylvania Law School. Paul is a member of the National Public Radio (NPR) Board of Directors. He has also served as president and Major Gifts chair for Princeton’s Class of 1970 and is a trustee of the Princeton Rugby Endowment.

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 lowincome 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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institute for law and economics

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).

lectures

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2

distinguished jurist Lectures

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February 15, 2012 Regular Order as Equity Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery Chancellor Leo E. Strine, Jr. became Chancellor of the Delaware Court of Chancery in 2011 after serving as a Vice Chancellor since 1998. Since he joined the Court, Chancellor Strine has written numerous influential and provocative opinions.

Immediately before becoming a member of the Court of Chancery, Chancellor Strine was Counsel to Governor Thomas R. Carper of the State of Delaware. Before becoming Counsel to Governor Carper in January 1993, Chancellor Strine was a corporate litigator at the firm of Skadden, Arps, Slate, Meagher & Flom. Prior to that, Chancellor Strine was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey. Chancellor Strine graduated magna cum laude from the University of Pennsylvania Law School in 1988, and was selected as a member of the Order of the Coif. In 1985, he received his Bachelor’s Degree summa cum laude from the University of Delaware and was selected as a member of Phi Beta Kappa.

October 25, 2011 The Delaware Court of Chancery from 1989 - 2011: An Insider’s View Hon. William B. Chandler III, Former Chancellor, Delaware Court of Chancery Chancellor William B. Chandler III is a partner at Wilson Sonsini Goodrich & Rosati, where he advises both public and private clients in connection with corporate governance matters, special committee assignments, internal investigations, and merger and acquisition transactions. He currently serves on the firm's Policy Committee. Chancellor Chandler joined the firm from the Delaware Court of Chancery, the nation's leading court for corporate law cases, particularly those relating to change of control and other corporate law issues. He was appointed Chancellor in 1997, after serving as Vice Chancellor since 1989. Widely regarded as one of the country's most influential judges on issues of corporate law and governance, he issued more than a thousand opinions and presided over some of the most contentious and high-profile corporate law disputes in the country, including those involving The Walt Disney Company, Yahoo, Microsoft, Hewlett-Packard, eBay, Citigroup, Dow Chemical, and, most recently, the Air Products/Airgas dispute. Many of his rulings have become required reading for M&A and business law practitioners, and he has written and lectured widely on numerous critical corporate law issues.

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institute for law and economics

Prior to his appointment to the Court of Chancery, Chancellor Chandler served as resident judge of the Delaware Superior Court from 1985 to 1989. He previously was an associate with Morris, Nichols, Arsht & Tunnell and served as legal counsel to Pete duPont, the former governor of Delaware. Earlier in his career, Chancellor Chandler taught commercial law, legislative process, and remedies at the University of Alabama School of Law. He also has taught law courses at the Delaware Law School of Widener University, Washington University School of Law, Seattle University School of Law, Ohio State University, University of Georgia, Vanderbilt University, and the University of Nevada, Las Vegas. Chancellor Chandler is a member of the American Law Institute and a trustee of the Yale Center for Corporate Governance, the University of Delaware, and the Weinberg Center for Corporate Governance.

lectures

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2

International Program Lectures

2

March 12, 2012 Puzzles on Comparative Corporate Governance: Rethinking the Linkage Between Laws and Ownership Hideki Kanda, Faculty of Law, The University of Tokyo

Hideki Kanda was born in 1953 and received an LL.B. from the University of Tokyo in 1977. His main areas of specialization include commercial law, corporate law, banking regulation and securities regulation. Mr. Kanda has published articles in both Japanese and English in major legal journals on various aspects of corporate law and related matters. He has been a visiting professor of law at the University of Chicago Law School and a visiting professor at Harvard Law School.

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.

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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.

lectures

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past Lectures

2

Past Law and Entrepreneurship Lectures 1 William A. Ackman

Past Law and Entrepreneurship Lectures November 2, 2010 The Financial Crisis: Aftermath and Implications H. Rodgin Cohen, Sullivan & Cromwell LLP March 3, 2010 Managing Through Change, Managing Through Crisis in Financial Services Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas 30 September 2009 The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large Corporation J.P. Suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division 31 March 2009 The PeopleSoft Deal Safra Catz, President, Oracle Corporation 3 March 2009 Defining the 21st Century Campus: The Intersection of Education and Community Hon. Michael Nutter, Mayor, City of Philadelphia 17 September 2008 Retailers in a Recession: A Fireside Chat on Investing with Bill Ackman William A. Ackman, Managing Member, Pershing Square Capital Management, L.P.

Past Distinguished Jurist Lectures March 23, 2011 Treasury’s Performance as Pay Tsar: Precedent or Aberration? Kenneth R. Feinberg, Feinberg Rozen, LLP October 29, 2009 Private Securities Litigation— Time for a Fresh Start? Hon. Lewis A. Kaplan, United States District Judge, Southern District of New York 11 November 2008 Delaware Directors’ Fiduciary Duties: The Focus on Loyalty Hon. Randy Holland, Justice, Supreme Court of Delaware 24 October 2007 The Future of Securities Regulation Brian G. Cartwright, General Counsel, Securities and Exchange Commission 11 October 2006 The Embattled Corporation Hon. Richard A. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School

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31 March 2008 Making Every Mistake Once Safra Catz, President, Oracle Corporation 19 September 2007 Tales from Blackstone’s IPO Robert L. Friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P. 28 February 2007 Law, Legal Risks, and the Financial Markets Isaac D. Corré, Senior Managing Director, Eton Park Capital Management 29 November 2006 Large-Scale Entrepreneurship: Business Development at GE Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company 26 October 2006 Managing in the 21st Century Henry R. Silverman, Chairman & CEO, Realogy Corporation 16 February 2006 The Banker as Entrepreneur Michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC 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. 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.

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

2 March 2000 Perspectives on the Health Care Revolution Charles A. Heimbold, Jr., Chairman and CEO, Bristol-Myers Squibb Company

3 H. Rodgin Cohen 4 Isaac D. Corré 5 Pamela Daley 6 Robert L. Friedman 7 Joseph D. Gatto 8 Marcia Greenberger 9 James E. Nevels

5

6

7

8

Past Distinguished Jurist Lectures

13 Kenneth R. Feinberg

11 Brian G. Cartwright 12 Hon. Harry T. Edwards

14 Hon. Jack B. Jacobs 15 Hon. Lewis A. Kaplan 9

10

11

12

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

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

7 February 1996 The MTV Constitution Hon. Alex Kozinski, U.S. Court of Appeals for the Ninth Circuit

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

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

institute for law and economics

4

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

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

12 February 1998 The Value of Predictability in Corporate Law Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court

3

10 Hon. Carolyn Berger

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

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

2

18 November 1999 Ethics in Sports: Deciding the Game Anita DeFrantz, Vice President, International Olympic Committee; President, Amateur Athletic Foundation

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

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

1

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

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

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

2 Safra Catz

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

16 Hon. Myron T. Steele 17 Hon. E. Norman Veasey

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14

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13 April 1994 On the Constitution Hon. Antonin Scalia, Associate Justice, U.S. Supreme Court 14 October 1992 Nonprice Competition Hon. Douglas H. Ginsberg, U.S. Court of Appeals for the District of Columbia

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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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2

Penn/NYU Conference on Law and finance

1 Simon M. Lorne, Millennium Management LLC. 2 Yakov Amihud, NYU Stern School of Business.

24-25 February 2012 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 Itay Goldstein, The Wharton School, University of Pennsylvania Session I Bankers and Regulators Philip Bond, Carlson School of Management, University of Minnesota Vincent Glode, The Wharton School Commentator Eric L. Talley, University of California, Berkeley School of Law Moderator Hon. Jack B. Jacobs, Supreme Court of Delaware

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 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 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

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Session II Valid Inference in Single-Firm, Single-Event Studies Jonah B. Gelbach, Yale Law School Eric Helland, The Robert Day School of Economics and Finance, Claremont McKenna College Jonathan Klick, University of Pennsylvania Law School Commentator Stephen J. Brown, Stern School of Business, New York University Moderator Hon. Jack B. Jacobs, Supreme Court of Delaware Session III Tailspotting: What Can Investors Learn by Tracking the Flights of Corporate Jets? David Yermack, Stern School of Business, New York University Commentator Katherine V. Litvak, Northwestern University School of Law Moderator Itay Goldstein, The Wharton School, University of Pennsylvania Session IV Scandal Enforcement at the SEC: Salience and the Arc of the Option Backdating Investigations Stephen J. Choi, New York University School of Law A.C. Pritchard, The University of Michigan Law School

Anat Carmy Wiechman, New York University School of Law Commentator D. Scott Lee, Mays Business School, Texas A&M University Moderator Itay Goldstein, The Wharton School, University of Pennsylvania Session V On Enhancing Shareholder Control: A (Dodd-) Frank Assessment of Proxy Access Jonathan Cohn, McCombs School of Business, The University of Texas at Austin Stuart Gillan, Rawls College of Business Administration, Texas Tech University Jay Hartzell, McCombs School of Business, The University of Texas at Austin Commentator Ryan Bubb, New York University School of Law Moderator Itay Goldstein, The Wharton School, University of Pennsylvania Session VI Managing Disputes Through Contract: Evidence from M&A John C. Coates, Harvard Law School Commentator S. Viswanathan, The Fuqua School of Business, Duke University

Commentator Chester S. Spatt, Carnegie Mellon   Moderator Jill Fisch, University of Pennsylvania Law School

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

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

Commentator Michal Barzuza, University of Virginia School of Law

Commentator Merritt Fox, Columbia Law School Moderator Michael Wachter, University of Pennsylvania Law School Session III Does Delaware Entrench Management? Adam C. Pritchard, University of Michigan Law School

Moderator Michael Roberts, The Wharton School, University of Pennsylvania 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

Commentator Yaniv Grinstein, Cornell University

Moderator Barry Adler, New York University School of Law

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

Session VI Fiduciary Duties and Equity — Debtholder Conflicts Bo Becker, Harvard Business School

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3 Hon. Donald F. Parsons, Jr., Delaware Court

Moderator Hon. Donald F. Parsons, Jr., Delaware Court of Chancery Session VII The Real Effects of Stock Market Prices Gustavo Grullon, Rice University Sebastien Michenaud, Rice University James Weston, Rice University Commentator Holger Spamann, Harvard Law School

of Chancery.

4 Itay Goldstein, The Wharton School. 5 Theodore Eisenberg, Cornell University Law School. 1

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6 Todd Gormley, The Wharton School. 7 Lemma W. Senbet, Robert H. Smith School of Business, University of Maryland; Yakov

Moderator Hon. Donald F. Parsons, Jr., Delaware Court of Chancery

Amihud, NYU Stern School of Business; Stephen J. Brown, NYU Stern School of Business.

Session VIII Mortgage Modification and Strategic Behavior: Evidence from a Legal Settlement with Countrywide Christopher Mayer, Columbia Business School Edward Morrison, Columbia Law School Tomasz Piskorski, Columbia Business School Arpit Gupta, Columbia Business School Commentator Manju Puri, The Fuqua School of Business, Duke University Moderator Richard E. Kihlstrom, The Wharton School, University of Pennsylvania

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

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Commentator Vikrant Vig, London Business School Moderator Kose John, NYU Stern School of Business Session VIII Competition for Managers, Corporate Governance and Incentive Compensation Viral V. Acharya, NYU Stern School of Business Commentator Alan Schwartz, Yale Law School Moderator Jennifer Arlen, New York University School of Law

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1 Eric L. Talley, University of California, Berkeley School of Law.

2 Paul Pfleiderer, Stanford University Graduate School of Business.

March 29, 2012 Fallacies, Irrelevant Facts, and Myths in the Discussion of Capital Regulation: Why Bank Equity is Not Expensive (co-authored with Anat R. Admati, Peter M. DeMarzo, and Martin F. Hellwig) Paul Pfleiderer, C.O.G. Miller Distinguished Professor of Finance, Stanford University Graduate School of Business The authors examine the pervasive view that “equity is expensive,� which leads to claims that high capital requirements are costly and would affect credit markets adversely. We find that arguments made to support this view are either fallacious, irrelevant, or very weak. We conclude that bank equity is not socially expensive, and that high leverage is not necessary for banks to perform all their socially valuable functions, including lending, deposit-taking and issuing money-like securities. To the contrary, better capitalized banks suffer fewer distortions in lending decisions and would perform better. The fact that banks choose high leverage does not imply that this is socially optimal, and, except for government subsidies and viewed from an ex ante perspective,

3 H. Franklin Allen, The Wharton School.

high leverage may not even be privately optimal for banks. Setting equity requirements significantly higher than the levels currently proposed would entail large social benefits and minimal, if any, social costs. Approaches based on equity dominate alternatives, including contingent capital. To achieve better capitalization quickly and efficiently and prevent disruption to lending, regulators must actively control equity payouts and issuance. If remaining challenges are addressed, capital regulation can be a powerful tool for enhancing the role of banks in the economy. c o - s p o ns o r ed by t he inst it ut e fo r law an d ec o no mic s and t he depart ment o f finance, t he w harto n s c ho o l

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c o mmentato r s William Bratton, Penn Law Jill Fisch, Penn Law Joao Gomes, Wharton Finance Todd Gormley, Wharton Finance

October 27, 2011 A Model of Optimal Corporate Bailouts (co-authored with Antonio E. Bernardo and Ivo Welch) Eric L. Talley, Rosalinde and Arthur Gilbert Professor of Law, University of California-Berkeley School of Law The authors analyze incentive-efficient government bailouts within a canonical model of intra-firm moral hazard. Bailouts exacerbate the moral hazard of firms and managers in two ways. First, they make them less averse to failing. Second, the taxes to fund bailouts dampen their incentives. Nevertheless, if thirdparty externalities from keeping the firm alive are strong, bailouts can improve welfare. Our model suggests that governments should use bailouts sparingly, where social externalities are large and subsidies small; eliminate incumbent owners and managers to improve a priori incentives; and finance bailouts through redistributive taxes on productive firms instead of forcing recipients to repay in the future.

c o - s p o ns o r ed by t he inst it ut e fo r law an d ec o no mic s and t he depart ment o f finance, t he w harto n s c ho o l c o mmentato r s William Bratton, Penn Law Alex Edmans, Wharton Finance David Musto, Wharton Finance David Skeel, Penn Law

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Curricular Partnerships

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1 David M. Silk, Wachtell, Lipton, Rosen & Katz. 2 Dennis J. Friedman, Gibson, Dunn & Crutcher LLP. 3 George A. Casey, Shearman & Sterling LLP.

The Institute for Law and Economics also engages in curricular partnerships that serve the educational mission of Penn Law School. The Institute provided support for three advanced seminars in the 2011-2012 academic year. ILE also invited members of our board of advisors and other distinguished professionals to the Law School for special classes and seminars to share their professional expertise with Penn Law students in an informal setting.

Spring 2012

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

LAW 704-001 Advising the Board of Directors Hon. Myron T. Steele and Mark A. Morton

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LAW 915-001 Corporate Governance Seminar Jill E. Fisch and William W. Bratton

LAW 957-001 Widening the Lens on Corporate Law Michael L. Wachter and Hon. Leo E. Strine, Jr.

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publications and papers

Listed below is a sampling of recently published papers and work in progress by members of the Associate Faculty of the Institute for Law and Economics. ILE maintains a series of research papers and provides copies—electronic or paper—to interested parties upon request to 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.

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 2012. How Powerful is ISS? Less—and in Different Ways—than Most People Think (with Stephen Choi and Marcel Kahan), Corporate Governance Advisor, 2011. Rethinking the Regulation of Securities Intermediaries, University of Pennsylvania Law Review, 2010. Itay Goldstein, Associate Professor of Finance, The Wharton School

The Political Economy of Fraud on the Market (with Michael L. Wachter), University of Pennsylvania Law Review, 2011.

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

Asset Commonality, Debt Maturity and Systemic Risk (with A. Babus and E. Carletti), Journal of Financial Economics, 2012.

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

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

Financing Firms in India (with R. Chakrabarti, S. De, J. Qian, and M. Qian), Journal of Financial Intermediation, 2012

The Case Against Shareholder Empowerment (with Michael L. Wachter), University of Pennsylvania Law Review, 2010.

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

Howard F. Chang, Earle Hepburn Professor of Law

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

Tom Baker, William Maul Measey Professor of Law and Health Sciences Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits (with Blakely McShane, Oliver Watson, and Sean Griffith), Journal of Empirical Legal Studies, forthcoming. Health Insurance, Risk, and Responsibility after the Affordable Care Act, University of Pennsylvania Law Review, 2011. The Shifting Terrain of Risk and Uncertainty on the Liability Insurance Field, DePaul Law Review, 2011. William W. Bratton, Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics

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The Effect of Allowing Pollution Offsets with Imperfect Enforcement (with Hilary Sigman), American Economic Review, 2011. 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. Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science Regulatory Breakdown: The Crisis of Confidence in U.S. Regulation, University of Pennsylvania Press, 2012. Business and Environmental Law (with Ryan Anderson), in The Oxford Handbook of Business and the Environment, 2011. Beyond Compliance: Explaining Business Participation in Voluntary Environmental Programs (with Jonathan Borck), in Explaining Compliance: Business Responses to Regulation, Edward Elgar Publishing, 2011.

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Payoff Complementarities and Financial Fragility: Evidence from Mutual Fund Outflows (with Qi Chen and Wei Jiang), Journal of Financial Economics, 2010. Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Who Let You Into the House?, Wisconsin Law Review, forthcoming 2012. Loyalty’s Core Demand: The Defining Role of Good Faith in Corporate Law (with Leo Strine, Jr., R. Franklin Balotti, and Jeffrey Gorris), Georgetown Law Journal, 2010. Rationalizing Appraisal Standards in Compulsory Buyouts (with Michael Wachter), Boston College Law Review, 2009. Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center How to Reform the Credit-Rating Process to Support a Revival of Private-Label Securitization (with Edward Kane), Quarterly Journal of Finance, forthcoming 2012.

Fair Value Accounting and Financial Stability: Does How We Keep Score Affect How the Game is Played?, in Handbook of Key Global Financial Markets, Institutions, and Infrastructure, forthcoming, 2012 How to Use Contingent Capital Buffers (with Charles Calomiris), in The Future of Central Banking, Central Banking Publications, 2011. 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.

A Comprehensive Theory of Deal Structure: Understanding How Transactional Structure Creates Value (with Daniel M. G. Raff), Texas Law Review, 2011. George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Common Learning with Intertemporal Dependence (with Martin W. Cripps, Jeffrey C. Ely, and Larry Samuelson), International Journal of Game Theory, forthcoming. Folk Theorems with Bounded Recall under (Almost) Perfect Monitoring (with Wojciech Olszewski), Games and Economic Behavior, 2011. Common Learning (with Martin W. Cripps, Jeffrey C. Ely, and Larry Samuelson), Econometrica, 2008. Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law Great Expectations for True Sales of Receivables, Securitization, and Bankruptcy Policy (with Steven Harris), forthcoming 2012. United States Sovereign Debt: A Thought Experiment on Default and Restructuring, forthcoming 2012.

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

Security Interests in Personal Property (with S. Harris), 5th ed., Foundation Press, 2011.

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

David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School

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

What do Consumers’ Fund Flows Maximize? Evidence from their Brokers’ Incentives (with Susan Christoffersen and Rich Evans), Journal of Finance, forthcoming.

Recessions and the Social Safety Net: The Alternative Minimum Tax as a Counter-Cyclical Fiscal Stabilizer (with Brian Galle), Stanford Law Review, 2010.

Notes on Bonds: Liquidity at all Costs in the Great Recession (with Greg Nini and Krista Schwarz), Wharton School Working Paper.

Passive Discrimination: When Does It Make Sense to Pay Too Little? (with Jonah Gelbach and Lesley Wexler), University of Chicago Law Review, 2009. Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy What is Tax Discrimination? (with Ruth Mason), Yale Law Journal, 2012. Reconsidering International Tax Neutrality, Tax Law Review, 2011.

The Economics of Mutual Funds, The Annual Review of Financial Economics, 2011. Gideon Parchomovsky, Professor of Law Beyond Fair Use (with Phil Weiser), Cornell Law Review, 2011. The Hidden Function of Takings Compensation (with Abraham Bell), Virginia Law Review, 2010. The Distortionary Effect of Evidence on Primary Behavior (with Alex Stein), Harvard Law Review, 2010.

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

The Striking Success of the National Labor Relations Act, in the Research Handbook on the Economics of Labor and Employment Law, 2012.

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

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

Political Reputations and Campaign Promises (with E. Aragones and T. Palfrey), Journal of the European Economic Association, 2007. Courts of Law and Unforeseen Contingencies (with L. Anderlini and L. Felli), Journal of Law, Economics and Organization, 2007. Michael R. Roberts, Associate Professor of Finance, The Wharton School 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. Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law Shareholder Eugenics in the Public Corporation, Cornell Law Review, 2012. The Insignificance of Proxy Access (with Marcel Kahan), Virginia Law Review, 2011. When the Government is the Controlling Shareholder (with Marcel Kahan), Texas Law Review, 2011. David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law

Explaining the Housing Bubble (with Adam Levitin), Georgetown Law Review, forthcoming. Immigration and the Neighborhood (with Albert Saiz), American Economic Journal: Economic Policy, 2011. 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. Disparate Impact Realism, William and Mary Law Review, 2011. Stereotype Threat: A Case of Overclaim Syndrome?, in The Science on Women and Science, AEI Press, 2009. Bilge Yilmaz, Associate Professor of Finance, The Wharton School Adverse Selection and Convertible Bonds (with Archishman Chakraborty), Review of Economic Studies, 2011. 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.

The New Financial Deal: Understanding the Dodd-Frank Act and its (Unintended) Consequences, Wiley, 2011. Transaction Consistency and the New Finance in Bankruptcy (with Thomas Jackson), Columbia Law Review, 2012. Assessing the Chrysler Bankruptcy (with Mark Roe), Michigan Law Review, 2010. Michael L. Wachter, William B. Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics A Theory of Preferred Stock (with William B. Bratton), working paper. The Political Economy of Fraud on the Market (with William B. Bratton), University of Pennsylvania Law Review, 2011.

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17 Reed Shuldiner

2 Tom Baker

18 David A. Skeel, Jr.

3 Howard F. Chang

19 Susan M. Wachter

4 Cary Coglianese

20 Amy L. Wax

5 Itay Goldstein

21 Bilge Yilmaz

6 Richard J. Herring

7 Robert W. Holthausen 8 Richard E. Kihlstrom 9 Jonathan Klick 10 Michael S. Knoll 5

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11 Charles W. Mooney, Jr. 12 David K. Musto 13 Gideon Parchomovsky 14 Andrew Postlewaite 15 Michael R. Roberts 16 Edward B. Rock

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Franklin Allen

William W. Bratton

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. He is currently Managing Editor of the Review of Finance, the journal of the European Finance Association. 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 comparative financial systems, banking, and financial crises. He is a co-author with Richard Brealey and Stewart Myers of the eighth through tenth editions of the textbook Principles of Corporate Finance.

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 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.

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

Tom Baker

William Maul Measey Professor of Law and Health Sciences 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 is the Reporter for the American Law Institute's Principles of Liability Insurance Project. 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.

Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics

Howard F. Chang

Earle Hepburn Professor of Law Professor Chang received a Ph.D. in economics from the Massachusetts Institute of Technology in 1992, a J.D. from Harvard Law School in 1987, a Master in Public Affairs from Princeton University in 1985, and an A.B. from Harvard College in 1982. Prior to joining the Penn faculty in 1999, he was a Professor of Law at the University of Southern California Law School, where he began teaching in 1992. He was a Visiting Professor of Law at Stanford Law School in 1998, at Harvard Law School and at the New York University School of Law in 2001, at the University of Michigan Law School in 2002, and at the University of Chicago Law School in 2007, and a Visiting Associate Professor of Law at the Georgetown University Law Center from 1996 to 1997. He served as a law clerk for the Honorable Ruth Bader Ginsburg on the U.S. Court of Appeals for the D.C. Circuit from 1988 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

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governance, a chair of the e-government committee of the American Bar Association’s section on Administrative Law and Regulatory Practice, and a fellow of the American Bar Foundation. He is also a founder of the peer-reviewed journal Regulation & Governance, for which he now serves on the editorial board, as well as the founder and faculty advisor to RegBlog.org, the first universitybased online source of daily regulatory news and analysis. 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.

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 served on the faculty of Duke University’s Fuqua School of Business. He 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.

Jill Fisch

Lawrence Hamermesh

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

Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976. Professor Hamermesh practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as an associate from 1976–84, and as a partner from 1985–94. Professor Hamermesh joined the faculty at 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 was appointed in 2011 as Associate Reporter for the Committee on Corporate Laws of the American Bar Association Business Law Section, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware.

Richard J. Herring

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

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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. Outside the university, he is co-chair of the US Shadow Financial Regulatory Committee and Executive Director of the Financial Economist’s Roundtable, a member of the Advisory Board of the European Banking Report in Rome, the Institute for Financial Studies in Frankfurt, and the International Centre for Financial Regulation in London. In addition, he is a member of the FDIC Systemic Risk Advisory Committee. 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 and Ernst and Young Professor, Professor of Accounting and Finance, and Chairman, Accounting Department, The Wharton School Professor Holthausen earned his Ph.D. and his M.B.A. at the University of Rochester. He joined the Wharton School in 1989. Prior to joining the Penn faculty, he was a member of the accounting and finance faculty at the Graduate School of Business of the University of Chicago. Professor Holthausen teaches Corporate Valuation, a course he created for Wharton when he arrived and has been teaching ever since. He is currently working on a valuation book entitled Corporate Valuation: Theory, Practice and Evidence, scheduled for publication in January 2013. 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.

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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), a John M. Olin Distinguished Visiting Professor of Law at Toronto University (1998), and a John Raneri Atax Fellow at the University of New South Wales (2011). Prior to entering teaching, he clerked for the Honorable Alex Kozinski on the U.S. Court of Appeals, Ninth Circuit, and served as legal advisor to the Vice Chairman of the U.S. International Trade Commission. He has published extensively in the fields of corporate finance, taxation, economics, and real estate finance.

George J. Mailath

Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Professor Mailath received his Ph.D. in economics from Princeton University in 1985. He is a Fellow of the American Academy of Arts and Sciences and of the Econometric Society. He served on the Council of the Game Theory Society 2005-2011, and was one of the founders 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.

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, sovereign debt restructuring, security interests in bankruptcy, and bankruptcy theory.

Robert H. Mundheim

University Professor of Law and Finance Emeritus and former Dean, University of Pennsylvania; Of Counsel, Shearman & Sterling; Professor of Corporate Law and Finance, University of Arizona Law School; 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 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.

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associate faculty

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

Andrew W. Postlewaite

Edward B. Rock

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.

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. He has taught as a visiting professor at Columbia, NYU, Hebrew University, Israel, and the Johann Wolfgang Goethe-Universität, Frankfurt am Main, Germany. Professor Rock served as co-director of ILE from 1998-2010.

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.

Michael R. Roberts

Reed Shuldiner

Susan M. Wachter

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

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 Daimler-Chrysler 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.

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Michael L. Wachter

institute for law and economics

Saul A. Fox Distinguished Professor of Business Law

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.

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. His current projects include corporate governance, voting under asymmetric information, hedge funds, mergers and acquisitions, and private equity.

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.

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

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ILE Investors 2011–2012 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 Allen & Overy LLP Apollo Capital Management, L.P. AQR Capital Management, LLC Barclays Capital Bernstein Litowitz Berger & Grossmann LLP Cadwalader, Wickersham & Taft LLP Isaac D. CorrÊ Cravath, Swaine & Moore LLP Credit Suisse Dechert LLP Delaware Department of State E. I. du Pont de Nemours and Company

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institute for law and economics

Fidelity Management & Research Company FMC Corporation Stephen Fraidin Joel E. Friedlander Gibson, Dunn & Crutcher LLP Goldman, Sachs & Co. Perry Golkin Grant & Eisenhofer P.A. Leon C. Holt, Jr. Hughes Hubbard & Reed LLP Innisfree M&A Incorporated Roy J. Katzovicz Lazard MacKenzie Partners, Inc. Merck & Co., Inc. Millennium Management Foundation Morgan, Lewis & Bockius LLP Morris, Nichols, Arsht & Tunnell LLP James E. Odell and The Depository Trust and Clearing Corporation 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 Vanguard Wachtell, Lipton, Rosen & Katz White & Case LLP Young Conaway Stargatt & Taylor, LLP

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

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Institute for Law & Economics University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104-6204 215.898.7719, www.law.upenn.edu/ile/ September 2012

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 Nicholas F. Gallicchio 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 its programs.


ILE Annual Report 2011-2012