ILE Annual Report 2019-2020 by Penn Law

INSTITUTE FOR

LAW & ECONOMICS ANNUAL REPORT 2019â&#x20AC;&#x201C;20

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: 1 Board of Advisors: 2 Message from the Dean: 6 Message from the Directors: 7 Roundtable Programs: 9 Spring 2020: 10 Fall 2019: 12 Spring 2019: 14 Fall 2018: 14 Spring 2018: 16 Fall 2017: 16

Panel Programs: 19 Chancery Court Programs, Spring, 2020: 20 Chancery Court Programs, Spring, 2019: 22 Insights from Practice: 24

Lectures: 27 Distinguished Jurist: 28 Past Lectures:30

Academic Events: 33 Penn/NYU Conference, Spring 2020: 34 NYU/Penn Conference, Spring 2019: 34 ILE/Wharton Finance Seminar: 36 Insights from Regulation: 38 Curricular Partnerships: 40

Delaware Oral History Project: 43 Associate Faculty: 48 Publications and Papers: 54

Institute Investors: 57

MESSAGE FROM THE CO- CHAIRS

The Institute for Law and Economics continues to make significant contributions to scholarship, policy, and practice on important issues of law and economics that affect our country’s businesses and financial institutions, even amidst the coronavirus pandemic.

he Institute’s programs continue to be of great importance, focusing on issues of relevance to the academic, legal, and business communities. Today, the Institute enjoys an outstanding international reputation for the excellence of its programs, where leaders in business, law, finance and academic scholarship candidly discuss the intersection of theory and practice on a host of matters. We are also pleased that the Institute has launched the Women in Business Law Initiative, an effort to support and promote women in these communities. This initiative responds to increased demand for enhancing diverse participation in business and business law, a need that ILE’s resources and connections enable it to address particularly well. On behalf of the Institute’s Board of Advisors, we want to express our gratitude to everyone who has contributed to the achievements of the Institute during this past year. In particular, we would like to thank those members of the Board and their colleagues from their firms who have participated in ILE’s programs and have been a vital component of their success. We are delighted to report some superb additions to our Board of Advisors during the past year. We are pleased to welcome Gaurav Jetley, Meredith Kotler, Jennifer Marietta-Westberg, Henry Nassau, Ian Nussbaum, and Amy Simmerman as new members of our Board. These accomplished individuals will greatly enhance the work of the Institute. All of the members of our Board give graciously to the Institute, not just financially but also of their time and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactor Bob Friedman. His extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to him. Michael Wachter, Bill Bratton, and Jill Fisch continued to be truly outstanding leaders of the Institute. In January, they were joined by Elizabeth Pollman. The co-directors’ dedication to all aspects of the Institute’s work, and their ability to originate timely programming and attract ideal participants, are the reasons for the unqualified success of the Institute’s programs. This is why ILE is world-renowned as a forum for substantive discussions of topical issues relevant to corporations and their legal and financial advisors, as well as jurists and academics. We give special recognition to Michael and Bill, both of whom retired at the end of this academic year. ILE would not be what it is today without Michael’s influence over the previous 35 years and Bill’s contribution over the past ten years. Finally, we also want to acknowledge the exceptional contributions of Larry Hamermesh, our Executive Director, and the outstanding efforts of Nadia Jannetta, our Managing Director, in making ILE run so effectively. JOSEPH B. FRUMKIN Sullivan & Cromwell LLP DAVID M. SILK Wachtell, Lipton, Rosen & Katz June 2020

MESSAGE FROM THE CO-CHAIRS

BOARD OF ADVISORS

Richard B. Aldridge Morgan, Lewis & Bockius LLP Philadelphia, PA

William D. Anderson, Jr. Senior Managing Director Evercore New York, NY

Marshall B. Babson Seyfarth Shaw LLP New York, NY

Louis J. Bevilacqua Cadwalader, Wickersham & Taft LLP New York, NY

Martin J. Bienenstock Proskauer Rose LLP New York, NY

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, 2008–2019 Former Partner Simpson Thacher & Bartlett LLP New York, NY

Steven M. Cohen Executive Vice President, Chief Administrative Officer and General Counsel MacAndrews & Forbes Incorporated New York, NY

Raymond J. DiCamillo Richards, Layton & Finger, P.A. Wilmington, DE

John G. Finley Senior Managing Director and Chief Legal Officer The Blackstone Group L.P. New York, NY

Joel E. Friedlander Friedlander & Gorris, P.A. Wilmington, DE

Eric J. Friedman Executive Partner Skadden, Arps, Slate, Meagher & Flom LLP New York, NY

Robert L. Friedman Chair, 2001–2007 Senior Advisor The Blackstone Group L.P. New York, NY

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

Daniel M. Gallagher WilmerHale Washington, D.C.

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BOARD OF ADVISORS

Eduardo Gallardo Gibson, Dunn & Crutcher LLP New York, NY

Joseph D. Gatto Founder and Managing Partner Orient Point Partners New York, NY

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

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

William R. Harker Co-Founder and President Ashe Capital Management, LLC Old Tappan, NJ

Leon C. Holt, Jr. Retired Vice Chairman and Chief Administrative Officer Air Products and Chemicals, Inc. Allentown, PA

Erik T. Hoover Senior Vice President and General Counsel DuPont Wilmington, DE

Sarkis Jebejian Kirkland & Ellis LLP New York, NY

Gaurav Jetley Managing Principal Analysis Group New York, NY

Cynthia B. Kane Special Assistant to the Secretary of State Delaware Department of State Wilmington, DE

Roy J. Katzovicz Chairman Saddle Point Group, LLC New York, NY

Eric Klinger-Wilensky Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE

Meredith Kotler Freshfields Bruckhaus Deringer US LLP New York, NY

Mark Lebovitch Bernstein Litowitz Berger & Grossmann LLP New York, NY

Daniel Lee Managing Director Moelis & Company Los Angeles, CA

Kenneth A. Lefkowitz Hughes Hubbard & Reed LLP New York, NY

BOARD OF ADVISORS

Martin S. Lessner Young Conaway Stargatt & Taylor, LLP Wilmington, DE

Ted S. Lodge Partner – Global Head Restructurings and Turnarounds GoldenTree Asset Management, LP New York, NY

Scott B. Luftglass Fried Frank New York City, NY

Jennifer Marietta-Westberg Principal Cornerstone Research Washington, D.C.

Mark A. Morton Potter Anderson & Corroon LLP Wilmington, DE

Jennifer Muller Managing Director Houlihan Lokey San Francisco, CA

Robert H. Mundheim Shearman & Sterling LLP New York, NY

Henry N. Nassau Dechert LLP Philadelphia, PA

Ian A. Nussbaum Cooley LLP New York, NY

James A. Ounsworth Managing Partner The S Consulting Group Philadelphia, PA

Morton A. Pierce White & Case LLP New York, NY

Helen P. Pudlin Retired Executive Vice President and General Counsel PNC Financial Services Group Bryn Mawr, PA

Allan N. Rauch Retired Vice President – Legal and General Counsel Bed Bath & Beyond Inc. Union, NJ

Michael Reilly Executive Vice President, General Counsel and Secretary FMC Corporation Philadelphia, PA

Myron J. Resnick Retired Senior Vice President and Chief Investment Officer Allstate Insurance Company Northbrook, IL

Anne Robinson Managing Director and General Counsel Vanguard Wayne, PA

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BOARD OF ADVISORS

Jeffrey J. Rosen Debevoise & Plimpton LLP New York, NY

James Rossman Managing Director Lazard Freres New York, NY

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

David M. Silk Co-Chair, 2019â&#x20AC;&#x201C; Wachtell, Lipton, Rosen & Katz New York, NY

Amy L. Simmerman Wilson Sonsini Goodrich & Rosati Wilmington, DE

Richard D. Smith Holland & Knight LLP New York, NY

Joseph A. Stern Managing Director; M&A Advisory General Counsel Goldman Sachs & Co. New York, NY

Hon. Leo E. Strine, Jr. Chief Justice, Supreme Court of Delaware, 2014 -2019 Wachtell Lipton Rosen & Katz New York, NY

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

Eric M. Swedenburg Simpson Thacher Bartlett LLP New York, NY

Hon. E. Norman Veasey Chief Justice, Supreme Court of Delaware, 1992-2004 Gordon, Fournaris & Mammarella, P.A. Wilmington, DE

Peter L. Welsh Ropes & Gray LLP Boston, MA

Jennifer Zachary Executive Vice President and General Counsel Merck & Co., Inc. Kenilworth, NJ BOARD OF ADVISORS

MESSAGE FROM THE DEAN

For almost four decades, the Institute for Law and Economics has successfully demonstrated the benefits of cross-disciplinary perspectives.

LE’s programming is a model for building bridges between disciplines and for creating ties among schools, faculty members, students, and experts in the field. ILE combines Penn’s greatest strengths in the Law School, the Wharton School, and the Department of Economics to focus on complex and timely questions. ILE proves that bringing the right people together —judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—generates important and original insights. It is no longer enough to approach complicated questions such as financial regulation, shareholder empowerment, valuation or investment management solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to both 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, including appraisal, securities regulatory policies, ESG and sustainability, cross-border mergers and acquisitions, closing conditions in M&A transactions, and the impact of technological change on securities intermediation. Like the Law School and the entire university, ILE confronted the challenge of offering programs by remote communication this year. ILE met that challenge with great success, continuing its programming in a virtual format and attracting even more participants than usual. We are proud of the generous support ILE receives from the many corporations, law firms, investment banks and other contributors who understand the importance of what we do and the unique position the Institute holds. Many of the ILE

INSTITUTE FOR LAW AND ECONOMICS

contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for ILE events. We owe a particular debt of gratitude to ILE’s extraordinary co-chairs, Joe Frumkin (L’85) and David Silk (L’88), for their many exceptional contributions. Like all who serve as advisors for ILE, Joe and David have contributed their very valuable time and expertise, in addition to drawing on their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership. I also thank the four eminent professors who have led the Institute for Law and Economics—Michael Wachter, Jill Fisch, Bill Bratton, and Elizabeth Pollman. It is because of their commitment that ILE ranks among the premier institutions of its kind. I must specifically acknowledge Michael Wachter, whom we celebrated last spring for his 50 years of service to Penn, and Bill Bratton, both of whom retired at the end of this academic year. Michael directed the Institute since its founding in the mid-80’s. Both Michael and Bill have been instrumental in helping ILE achieve and maintain international renown as a center for the study of business law. I look forward to the Institute’s continued growth and prosperity under the direction of Jill and Elizabeth whose work is supported by the enthusiastic efforts of Larry Hamermesh, the Executive Director, and Nadia Jannetta, the Managing Director. I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment over the years. THEODORE RUGER, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School June 2020

MESSAGE FROM THE DIRECTORS

he Institute for Law and Economics hosts programs that provide a venue for high level conversations about important and timely issues in corporate law and business among practitioners, lawmakers, and academics. In doing so, the Institute has forged a unique bridge between academia and practice. This year’s Corporate Roundtables continued that approach. The Fall Roundtable looked at sustainability. The first paper addressed the adoption of CSR and sustainability reporting standards. The second paper looked at reconciling fiduciary duty and social conscience. The afternoon panelists discussed the relationship between sustainability and economic value. Although the coronavirus pandemic forced an abbreviation of the Spring Roundtable, we were able to take the afternoon panel discussion virtual. The discussion addressed securities intermediation, innovation and technological changes and the challenges they pose for regulation. Our Distinguished Jurist lecturer, Jay Clayton, Chairman, U.S. Securities and Exchange Commission, spoke on proposed changes to SEC regulation and explained the agency’s priorities in setting its regulatory agenda, which focus on authority, expertise and long-term investor interests. We also successfully continued our cross-disciplinary initiatives. In the fall, the Law and Finance series, held in cooperation with Wharton’s Finance Department, featured Jens Dammann, the Ben H. and Kitty King Powell Chair in Business and Commercial Law, University of Texas Law School, presenting “Deference to Delaware Corporate Law Precedents and Shareholder Wealth: An Empirical Analysis.” In February, together with Wharton Finance and the Pollack Center for Law and Business at New York University, our faculty participated in the annual Penn/ NYU Law and Finance Conference, which we hosted here at the Law School. We also continue work on the Delaware Oral History Project. This project, in which many of our Board members are participating, is producing a website repository of oral histories of the seminal Delaware corporate cases and legislative developments since the 1967 revision of the Delaware General Corporation Law. We completed all the interviews of case participants, as well as two more narrative documentary videos (Moran v. Household and Revlon).

Finally, in September, we launched the Women in Business Law Initiative, an effort to promote the development and advancement of women in business law. Our kick-off luncheon included four Delaware judges, and we are in the process of developing an innovative networking platform to support our women members. As in the past, our Institute’s greatest resource is the quality of our supporters and their active participation in our programs. Our board members and sponsors play a critical role in developing our programs as well as providing valuable financial support. We continue to benefit from the generous involvement of our board chairs, Joseph Frumkin of Sullivan & Cromwell LLP and David Silk of Wachtell, Lipton, Rosen & Katz. We are also pleased to welcome six new board members this year: Gaurav Jetley, Meredith Kotler, Jennifer Marietta-Westberg, Henry Nassau, Ian Nussbaum, and Amy Simmerman. Gaurav Jetley is at the Analysis Group. Meredith Kotler is at Freshfields. Jennifer Marietta-Westberg is with Cornerstone Research. Henry Nassau is the new representative from Dechert LLP. Ian Nussbaum is at Cooley LLP. Amy Simmerman is the new representative from Wilson Sonsini Goodrich & Rosati. We acknowledge the departures of Bill Chandler, Billy Fenrich and Dan O’Donnell and thank them for their valuable contributions to the continued success of ILE. 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; Saul A. Fox Distinguished Professor of Business Law ELIZABETH POLLMAN, Co-Director, Institute for Law and Economics Professor of Law MICHAEL L. WACHTER, Co-Director, Institute for Law and Economics; William B. and Mary Barb Johnson Professor of Law and Economics LAWRENCE A. HAMERMESH, Executive Director, Institute for Law and Economics NADIA M. JANNETTA, Managing Director, Institute for Law and Economics

June 2020

MESSAGE FROM THE DIRECTORS

ROUNDTABLE PROGR AMS At the heart of the Institute’s work is the roundtable series, which brings members of the Institute’s associate faculty and other academics together with corporate executives, practicing attorneys, judges, and public policymakers. Each roundtable takes up current issues that emerge from the research and teaching of the Institute and provides a forum for lively discussion.

OVER THE YEARS, the Institute's roundtables on corporate law, governance, and finance have engaged the interest and participation not only of scholars but also of leaders in the business and public sectors. The high caliber of the participants guarantees that each affair is intense and informative. ILE’s longstanding off-the-record policy for the roundtables is often the impetus for an energetic and wide-ranging exchange of ideas among some of the nation’s most accomplished scholars, attorneys, and business people.

ROUNDTABLE PROGRAMS

CORPORATE ROUNDTABLE

MAY 8, 2020 Welcome

Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School

Securities Intermediation and Technological Changes: Loaning, Owning & Voting mo d erators

panel i st s

Alex Lebow, Co-Founder, Say Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law, University of Pennsylvania Carey Law School Warren Pennington, Principal, Vanguard Mark Smith, CEO, Symbiont Michael Tae, Senior Vice President of Corporate Strategy, Broadridge Financial Solutions, Inc. Ted Yu, Chief, Office of Mergers & Acquisitions, U.S. Securities and Exchange Commission

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This program on the U.S. securities holding system and the impact of technological changes featured a panel of experts with diverse perspectives and, despite the need to convene this session virtually, generated broad participation by academics, legal practitioners, and other experts in the proxy voting and share registration system. Professor Chuck Mooney established the framework for the program discussing the nature of our intermediated securities holding system, the costs and benefits of that system, the need to reexamine the existing structure, and how to introduce greater transparency and flexibility while retaining the benefits of the current system. Following that introduction, several of the panelists reviewed how technological changes might affect the structure of the securities registration system. Mark Smith started by describing how blockchain technology could create solutions to clarifying ownership and enhancing governance. Alex Lebow then reviewed how existing database solutions could facilitate digital shareholder engagement and address economic inefficiencies of the current system. Next, Mike Tae emphasized the potential for blockchain mechanisms for voting and ownership to reinvigorate shareholders voice in governance. Warren Pennington then discussed leveraging distributed ledger technology and smart contracts as a means to reduce the governance role of intermediaries. Before opening up the discussion to the larger group in attendance, Ted Yu described pros and cons of innovation from the regulatorâ&#x20AC;&#x2122;s perspective, and limits on the ability of a regulator to evaluate the costs and benefits of technological change. He also addressed current stresses and innovations in the securities field engendered by the coronavirus pandemic. After a lively discussion featuring several participants, including leaders of the newly formed American Bar Association Business Law Section task force on the U.S. securities registration system, the panelists offered concluding observations about the likely direction of evolution of the system and the role of new technologies.

1 Charles Mooney, University of Pennsylvania Carey Law School

2 Mark Smith, Symbiont 3 Alex Lebow, Say 4 Michael Tae, Broadridge Financial Solutions, Inc. 5 Warren Pennington, Vanguard 6 Ted Yu, U.S. Securities and Exchange Commission 7 Sandra Rocks, Cleary Gottlieb Steen & 1

Hamilton LLP

8 Marlon Paz, Mayer Brown 9 Edward Rock, New York University Law School 10 Roberta Karmel, Brooklyn Law School 11 Joseph Frumkin, Sullivan & Cromwell 12 William Bratton, University of Pennsylvania Carey Law School

ROUNDTABLE PROGRAMS

CORPORATE ROUNDTABLE

Adoption of CSR and Sustainability Reporting Standards: Economic Analysis and Review Luzi Hail, Professor of Accounting, The Wharton School Hans Christensen, Professor of Accounting, University of Chicago, Booth School of Business Christian Leuz, Joseph Sondheimer Professor of International Economics, Finance and Accounting, University of Chicago, Booth School of Business This study provides an economic analysis of the determinants and consequences of corporate social responsibility (CSR) and sustainability reporting. To frame their analysis, the authors consider a widespread mandatory adoption of CSR reporting standards in the United States. The study focuses on the economic effects of standards for disclosure and reporting, not on the effects of CSR activities and policies themselves. It draws on an extensive review of the relevant academic (CSR and non-CSR) literatures in accounting, economics, finance, and management. Based on a discussion of the fundamental economic forces at play and the key features and determinants of (voluntary) CSR reporting, the authors derive and evaluate possible economic consequences, including capital-market effects for select stakeholders as well as potential firm responses and real effects in firm behavior. They also highlight issues related to the implementation and enforcement of CSR reporting standards. Their analysis yields a number of insights that are relevant to the current debate on CSR and sustainability reporting and provides scholars with avenues for future research. Reconciling Fiduciary Duty and Social Conscience Max M. Schanzenbach, Seigle Family Law Professor, Northwestern Pritzker School of Law Robert H. Sitkoff, John L. Gray Professor of Law, Harvard Law School Trustees of pensions, charities, and personal trusts invest tens of trillions of dollars of other people’s money subject to a sacred trust known in the law as fiduciary duty. Recently, these trustees have come under increasing pressure to use environmental, social, and governance (ESG) factors in making investment decisions. ESG investing is common among investors of all stripes, but many trustees have resisted its use on the grounds that doing so may violate the fiduciary duty of loyalty. Under the “sole interest rule” of trust fiduciary law, a trustee must consider only the interests of the beneficiary. Accordingly, a trustee’s use of ESG factors, if motivated by the trustee’s own sense of ethics or to obtain collateral benefits for third parties, violates the duty of loyalty. On the other hand, some academics and investment professionals have argued that ESG investing can provide superior risk-adjusted returns. On this basis, some have even argued that ESG investing is required by the fiduciary duty of prudence. Against this backdrop of uncertainty, this paper examines the law and economics of ESG investing by a trustee. The authors differentiate “collateral benefits” ESG from “risk-return” ESG, and they provide a balanced assessment of the theory and evidence about the possibility of persistent, enhanced returns from risk-return ESG. The authors show that ESG investing is permissible under trust fiduciary law only if two conditions are satisfied: (1) the trustee reasonably concludes that ESG investing will benefit the beneficiary directly by improving risk-adjusted return, and (2) the trustee’s exclusive motive for ESG investing is to obtain this direct benefit. In light of the current theory and evidence on ESG investing, the authors accept that these conditions could be satisfied under the right circumstances, but they reject the claim that the duty of prudence either does or should require trustees to use ESG factors. They also consider how the duty of loyalty should apply to ESG investing by a trustee if authorized by the terms of a trust or a beneficiary or if it would be consistent with a charity’s purpose, clarifying with an analogy to whether a distribution would be permissible under similar circumstances. The authors conclude that applying the sole interest rule (as tempered by authorization and charitable purpose) to ESG investing is normatively sound.

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DECEMBER 13, 2019 Welcome

Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School

Morning Session

Adoption of CSR and Sustainability Reporting Standards: Economic Analysis and Review

Luzi Hail, Professor of Accounting, The Wharton School Hans Christensen, Professor of Accounting, University of Chicago, Booth School of Business Christian Leuz, Joseph Sondheimer Professor of International Economics, Finance and Accounting, University of Chicago, Booth School of Business

c o mmentato r s

Alan B. Horowitz, Principal and Managing Director, Trusted Companies, LLC and Senior Advisor, The Shareholder Commons Cynthia Williams, Osler Chair in Business Law, Osgood Hall Law School York University

Reconciling Fiduciary Duty and Social Conscience Max M. Schanzenbach, Seigle Family Law Professor, Northwestern Pritzker School of Law Robert H. Sitkoff, John L. Gray Professor of Law, Harvard Law School

c o mmentato r s

Yves Denizé, Senior Managing Director, Division General Counsel, Nuveen Aaron Yoon, Kellogg School of Management at Northwestern University

Afternoon Session

Sustainability and Value mo der ato r s

William W. Bratton, Nicholas F. Gallichio Professor of Law, University of Pennsylvania Carey Law School Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School

panelist s

Alexa A. Dembek, Chief Technology & Sustainability Officer, DuPont Elissa Doyle, Chief Communications Officer and Head of ESG Engagement, Third Point LLC Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School Keir Gumbs, Associate General Counsel, Global Corporate, M&A and Securities and Deputy Corporate Secretary, Uber Technologies, Inc. Peter Michelsen, Managing Director – Head of Activism and Shareholder Advisory (Americas), Goldman Sachs Michael Reilly, Executive Vice President, General Counsel and Secretary, FMC Corporation

1 Luzi Hail, The Wharton School. 2 Aaron Yoon, Kellogg School of Management at Northwestern University. 3 Yves Denizé, Nuveen. 1

4 Alan Horowitz, Trusted Companies, LLC and The Shareholder Commons.

5 Keir Gumbs, Uber Technologies, Inc. 6 Alexa Dembek, DuPont. 7 Front row: Ted Lodge, GoldenTree Asset

Management; Jennifer Shotwell, Innisfree M&A

Incorporated; Lane Wilson, Williams Companies; 4

Second Row: Cynthia Williams, Osgoode Hall Law School, York University; Alan Horowitz, Trusted

Companies, LLC and The Shareholder Commons; Jeff Schwartz, S.J. Quinney College of Law University of Utah.

8 Cynthia Williams, Osgoode Hall Law School, York University, and William Bratton, University of Pennsylvania Carey Law School.

9 Front row: Michael Reilly, FMC Corporation. 7

Second row: Aaron Yoon, Kellogg School of

Management at Northwestern University; Michael Klausner, Stanford Law School; Christine Hurt, BYU J. Reuben Clark Law School.

10 Lawrence Hamermesh, University of

Pennsylvania Carey Law School, and William

Bratton, University of Pennsylvania Carey Law School.

11 Max Schanzenbach, Northwestern Pritzker

School of Law; and Elizabeth Pollman, University 9

of Pennsylvania Carey Law School.

12 Front row: Peter Michelsen, Goldman Sachs;

Elissa Doyle, Third Point LLC; David Silk, Wachtell, Lipton, Rosen & Katz.

13 First row: Martin Lessner, Young Conaway

Stargatt & Taylor, LLP; Raymond DiCamillo, Richards, Layton & Finger, P.A.; Meredith Kotler, Freshfields

Bruckhaus Deringer LLP; Joseph Frumkin, Sullivan &

Cromwell LLP; Second row: Richard Smith, Holland & 11

Knight LLP; Yves Denizé, Nuveen; Luzi Hail, The

Wharton School; Aaron Yoon, Kellogg School of Management at Northwestern University.

ROUNDTABLE PROGRAMS

CORPORATE ROUNDTABLE

MAY 3, 2019 Welcome

c o mmentato r s

William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Jennifer Marietta-Westberg, Principal, Cornerstone Research Pennsylvania Law School Holger Spamann, Professor of Law, Harvard Law School Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School

Afternoon Session

Morning Session

The Problem of Sunsets Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School Steven Davidoff Solomon, Professor of Law, UC Berkeley School of Law

co mmentators

Glenn Booream, Principal and Fund Treasurer, Vanguard Anita Anand, J.R. Kimber Chair in Investor Protection and Corporate Governance, University of Toronto Faculty of Law

Stakeholder Orientation and Firm Value K.J. Martijn Cremers, Martin J. Gillen Dean and the Bernard J. Hank Professor of Finance, University of Notre Dame, Mendoza College of Business Scott B. Guernsey, Research Associate, University of Cambridge, Judge Business School Simone Sepe, Professor of Law and Finance, James E. Rogers College of Law, University of Arizona

Directors as Investor Representatives mo der ato r s

William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School

panelist s

Stephanie Brecher, General Counsel, NEA Brian Broughman, Professor of Law, Indiana University Maurer School of Law John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P. Scott B. Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP Gary Sangha, Founder and CEO, LexCheck Brian L. Schorr, Chief Legal Officer & Partner, Trian Partners Bradley D. Sorrels, Wilson Sonsini Goodrich & Rosati

DECEMBER 14, 2018 Welcome

c o mmentato r s

Morning Session

Afternoon Session

Saule T. Omarova, Beth and Marc Goldberg Professor of Law, Cornell Law School

mo der ato r s

Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

New Tech v. New Deal: Fintech as a Systemic Phenomenon

co mmentators

C. Andrew Gerlach, Sullivan & Cromwell LLP Richard J. Herring, Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School

Coin-Operated Capitalism David A. Hoffman, Professor of Law, University of Pennsylvania Law School Shaanan Cohney, Ph.D. Candidate, Computer & Information Science, University of Pennsylvania Jeremy Sklaroff, J.D./MBAâ&#x20AC;&#x2122;18, University of Pennsylvania Law School David Wishnick, Fellow, Center for Technology, Innovation and Competition, University of Pennsylvania Law School

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Jai R. Massari, Davis Polk & Wardwell LLP Robert P. Bartlett, III, Professor of Law, UC Berkeley School of Law

When Does Influence Become Control and What Happens Next? William W. Bratton, Nicholas F. Gallichio Professor of Law, University of Pennsylvania Law School Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

panelist s

Hon. Travis Laster, Vice Chancellor, Delaware Court of Chancery Adam Fliss, General Counsel, TPG Capital Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP Meredith Kotler, Cleary Gottlieb Steen & Hamilton LLP Amy Simmerman, Wilson Sonsini Goodrich & Rosati John J. Suydam, Senior Partner and Chief Legal Officer, Apollo Global Management, LLC

1 Front row: Stephanie Brecher, NEA; Brian Schorr, Trian Partners; John Finley, The Blackstone Group L.P.; Second row: Kathryn Night, Lazard Freres;

Francis Stapleton, Evercore; Joseph Gatto, formerly of Perella Weinberg Partners; Third row: Donna

Nagy, Indiana University Maurer School of Law; Christine Hurt, J. Reuben Clark Law School,

Brigham Young University; Brogiin Keeton, Evercore.

2 Front row: Hon. Travis Laster, Delaware Court of Chancery; Amy Simmerman, Wilson Sonsini

Goodrich & Rosati; Adam Fliss, TPG Capital; Second row: Bradley Sorrels, Wilson Sonsini Goodrich &

Rosati; Richard Aldridge, Morgan Lewis & Bockius,

LLP; Martin Lessner, Young Conaway Stargatt &

Taylor, LLP; Third row: Jeff Schwartz, S.J. Quinney

College of Law University of Utah; Verity Winship, University of Illinois College of Law; Omari

Simmons, Wake Forest University School of Law; Elizabeth Pollman, Loyola Law School.

3 Bradley Sorrels, Wilson Sonsini Goodrich &

Rosati; Scott Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP; Gary Sangha, LexCheck.

4 William Bratton, University of Pennsylvania Law School; Lawrence Hamermesh, University of 2

Pennsylvania Law School.

5 Jennifer Marietta-Westberg, Cornerstone Research.

6 Front row: Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Meredith Kotler, Cleary

Gottlieb Steen & Hamilton LLP; John Suydam,

Apollo Global Management, LLC; Charles Cogut, formerly of Simpson Thacher & Bartlett, LLP;

Second row: Frances Stapleton, Evercore; Richard Smith, Nelson Mullins Riley & Scarbrough LLP;

Kevin Gallagher, Richards, Layton & Finger, P.A.;

David Hoffman, University of Pennsylvania Law 4

School; Kenneth Lefkowitz, Hughes Hubbard &

Reed, LLP; Third row: Elisabeth de Fontenay, Duke University School of Law; Brian Broughman,

Indiana University Maurer School of Law; Summer

Kim, UC Irvine School of Law; Donna Nagy, Indiana University Maurer School of Law.

ROUNDTABLE PROGRAMS

CORPORATE ROUNDTABLE

MAY 4, 2018 Welcome

Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

Morning Session

c o mmentato r s

Stephen Fraidin, Vice Chairman, Pershing Square Capital Management, L.P. Alon Brav, Robert L. Dickens Professor of Finance, The Fuqua School of Business, Duke University

Passive Investors

Afternoon Session

Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Assaf Hamdani, Professor, Tel Aviv University School of Law Steven Davidoff Solomon, Professor of Law, UC Berkeley School of Law

mo der ato r s

co mmentators

Roy Katzovicz, Chairman, Saddle Point Group, LLC Edward B. Rock, Martin Lipton Professor of Law, New York University School of Law

Activist Directors and Agency Costs: What Happens When an Activist Director Goes on the Board John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School Robert J. Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission Joshua Mitts, Associate Professor of Law, Columbia Law School Robert Bishop, Clerk, Chambers of Hon. Tamika Montgomery-Reeves, Delaware Court of Chancery

Passive Investing

Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School

panelist s

Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court Glenn Booraem, Principal and Fund Treasurer, Vanguard Matthew Mallow, Vice Chairman, BlackRock, Inc. Larry W. Miller, Managing Director, Innisfree M&A Incorporated Sebastian Niles, Wachtell, Lipton, Rosen & Katz Charles Penner, Partner and Chief Legal Officer, JANA Partners LLC

DECEMBER 15, 2017 Welcome

Theodore W. Ruger, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School

Morning Session

Appraising the “Merger Price” Appraisal Rule Albert Choi, Professor of Law, University of Virginia Law School Eric L. Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia University Law School

co mmentators

Bilge Yilmaz, Wharton Private Equity Professor, Professor of Finance, The Wharton School William D. Savitt, Wachtell, Lipton, Rosen & Katz

Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies Lawrence A. Hamermesh, Executive Director, University of Pennsylvania Law School Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

INSTITUTE FOR LAW AND ECONOMICS

c o mmentato r s

Robert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Albert Garner, Vice Chairman, US Investment Banking, Lazard Frères & Co. LLC

Afternoon Session Appraisal

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

panelist s

Hon. Sam Glasscock, Vice Chancellor, Delaware Court of Chancery David J. Margules, Ballard Spahr LLP Minor Myers, Professor of Law, Brooklyn Law School Martin S. Lessner, Young Conaway Stargatt & Taylor, LLP Jennifer Muller, Managing Director, Houlihan Lokey Peter L. Welsh, Ropes & Gray LLP

1 Front row: Hon. Sam Glasscock, Delaware Court of Chancery; Jennifer Muller, Houlihan Lokey;

Martin Lessner, Young Conaway Stargatt & Taylor,

LLP; Second row: Bilge Yilmaz, The Wharton School; John Hughes, Sidley Austin; Robert Saunders,

Skadden, Arps, Slate, Meagher & Flom LLP; Back row: David Zaring, The Wharton School; Robert Miller, The University of Iowa College of Law;

Summer Kim, UC Irvine School of Law.

2 Roy Katzovicz, Saddle Point Group, LLC. 3 Michael Wachter, University of Pennsylvania Law School; Lawrence Hamermesh, University of Pennsylvania Law School.

4 Front row: James Rossman, Lazard Freres; Charles

Cogut, Simpson Thacher & Bartlett, LLP; Hon. Leo E. Strine, Jr., Delaware Supreme Court; Sabastian Niles, Wachtell Lipton Rosen & Katz; Glenn 2

Booraem, Vanguard; Second row: Alon Brav, The Fuqua School of Business, Duke University; Stephen Fraidin, Pershing Square Capital

Management, L.P.; Roberta Romano, Yale Law

School; Joel Friedlander, Friedlander & Gorris, P.A.; Daniel Gallagher, Mylan; Back row: Harwell Wells,

Temple University Beasley School of Law; Dorothy Shapiro Lund, The University of Chicago Law

School; Matthew Jennejohn, BYU J. Ruben Clark

Law School; Anne Tucker, Georgia State University School of Law; Donna Nagy, Indiana University Maurer School of Law. 4

5 Front row: Charles Penner, JANA Partners LLC;

Larry Miller, Innisfree M&A Incorporated; Matthew Mallow, BlackRock, Inc.; Eduardo Gallardo, Gibson,

Dunn & Crucher LLP; Second row: Richard De Rose, Houlihan Lokey; Robert Rasmussen, USC Gould

School of Law; Roy Katzovicz, Saddle Point Group;

Edward Rock, NYU School of Law; Back row: Verity

Winship, University of Illinois College of Law; Tom Lin, Temple University Beasley School of Law;

Robert Miller, The University of Iowa College of

Law; Richard Booth, Villanova University, Charles Widger School of Law. 5

6 Front row: Minor Myers, Brooklyn Law School; David Margules, Ballard Spahr LLP; Peter Welsh, Ropes & Gray LLP; Hon. Collins Seitz, Delaware

Supreme Court; Second row: Roberta Romano, Yale Law School; Albert Choi, University of Virginia Law

School; Eric Talley, Columbia University Law School; Robert Thompson, Georgetown Law School;

Holger Spamann, Harvard Law School; Back row:

Donna Nagy, Indiana University Maurer School of Law; Frederick Tung, Boston University School of Law; Sarath Sanga, Northwestern University

Pritzker School of Law; Jeremiah Williams, Ropes & Gray LLP; Mark Cianci, Ropes & Gray LLP;

Christopher Quinn, Friedlander & Gorris, P.A. 6

ROUNDTABLE PROGRAMS

PANEL PROGR A MS 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 Instituteâ&#x20AC;&#x2122;s associate faculty.

PANEL PROGRAMS

CHANCERY COURT PROGRAM

APRIL 21, 2020 Closing Conditions: Their Evolution During the 21st Century and Why That Matters Now As the COVID-19 pandemic forced dramatic changes in business operations and performance, this program brought together one of the most experienced M&A transactional lawyers in the world, two Vice Chancellors on Delaware’s Court of Chancery, and the former Chief Justice of the Delaware Supreme Court to examine how deal closing conditions, especially material adverse effect provisions, have evolved to favor sellers. The panel reviewed how that evolution might affect the ability of buyers and their financing sources to abandon currently pending deals, and how deal documentation might evolve in response to experience in the pandemic. The Vice Chancellors briefed us on pending cases and also provided up to the minute insights on the ways in which the Court of Chancery has adapted to constraints limiting in person gatherings, while still addressing pressing business needs for judicial oversight.

mo der ato r

Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School

panelist s

Hon. Kathaleen McCormick, Vice Chancellor, Delaware Court of Chancery Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP Hon. Leo E. Strine, Jr., Former Chief Justice, Delaware Supreme Court Hon. Morgan T. Zurn, Vice Chancellor, Delaware Court of Chancery

MARCH 17, 2020

Cross-Border Deal Dynamics in a Fragmenting World: Regulatory Protectionism, Global Sustainability and Worker Concerns, Chinese State-Sponsored Enterprises, and Brexit

mo der ato r s

In this program – ILE’s first (and successful) attempt to deliver its programming virtually in the face of the COVID-19 pandemic – three experienced international M&A lawyers assembled in a New York conference room to share their perspectives on the comparison between U.S. and international merger and acquisition practices. Based on their experience with deal-making practices in the UK, the Netherlands, Germany and France, the panelists compared U.S. practices with their European counterparts, focusing on differences among tender offer and merger structures, timelines for regulatory and other conditions, due diligence, board and shareholder approvals, negotiation timing and scope, the role of acquisition agreements, regulatory activism, and deal certainty.

panelist s

INSTITUTE FOR LAW AND ECONOMICS

Hon. Leo E. Strine, Jr., Former Chief Justice, Delaware Supreme Court Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School

George Casey, Shearman & Sterling LLP Rebecca Runa Pinto-Noome, NautaDutilh Megan Ridley-Kaye, Linklaters LLP

c o nt r ibuto r s

Michal Berkner, Cooley LLP Harald Selzner, Latham & Watkins LLP

1 Lawrence Hamermesh, University of Pennylvania Carey Law School.

2 Hon. Kathaleen McCormick, Delaware Court of Chancery

3 Hon. Leo E. Strine, Jr., former Chief Justice, Delaware Supreme Court

4 Hon. Morgan Zurn, Delaware Court of Chancery. 5 Megan Ridley-Kaye, Linklaters LLP; George Casey, Shearman & Sterling LLP; and Rebecca Runa Pinto-Noome, NautaDutilh.

6 Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom, LLP

PANEL PROGRAMS

CHANCERY COURT PROGRAM

APRIL 16, 2019 Controllers as Sellers: Just What Are the Conflicts and How Well Has the Law Addressed Them?

mo der ato r

This session complemented the March Chancery program. Instead of examining controlling stockholder acquisitions of publicly held shares, this program examined transactions in which the controlling stockholder sells its shares to a third party. The panelists discussed the appropriate standards of judicial review to govern these transactions, the legal incentives (appraisal and Delawareâ&#x20AC;&#x2122;s takeover statute) for controllers to receive the same consideration as public stockholders, and how the law addresses the circumstances in which the controller receives either side benefits (compensation or equity participation in the buyer) or a premium for shares with superior voting rights.

panelist s

Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court

Alan S. Goudiss, Shearman & Sterling LLP William Hiltz, Senior Managing Director, Evercore Norman M. Monhait, Rosenthal, Monhait & Goddess, P.A. Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP John Mark Zeberkiewicz, Richards, Layton & Finger, P.A.

MARCH 19, 2019

Controllers as Buyers: Has the MFW Framework Struck a Sensible Balance?

mo der ato r

The landmark opinions in the MFW litigation identified meaningful procedural protections for minority stockholders in freezeouts by controlling stockholders and identified a legal process for encouraging controlling shareholders and issuers to implement such protections. This program examined how the MFW framework has affected transactional planning and the dynamics of shareholder voting in such transactions. The panelists also discussed whether the MFW process has achieved its intended results in promoting minority stockholder protection while facilitating beneficial transactions.

panelist s

INSTITUTE FOR LAW AND ECONOMICS

Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court

Eduardo Gallardo, Gibson Dunn & Crutcher LLP Daniel Lee, Managing Director, Moelis & Company Christine M. Mackintosh, Grant & Eisenhofer P.A. Paul Schulman, Managing Director, MacKenzie Partners, Inc.

1 Hon. Leo E. Strine, Jr., Delaware Supreme Court; Eduardo Gallardo, Gibson Dunn & Crutcher LLP; Dan Lee, Moelis & Company; Christine

Mackintosh, Grant & Eisenhofer, P.A.; Paul Schulman, MacKenzie Partners, Inc.

2 First row: David Silk, Wachtell, Lipton, Rosen &

Katz; Kevin Gallagher, Richards, Layton & Finger, P.A.; Second row: Mary Grendell, Mylan.

3 John Mark Zeberkiewicz, Richards, Layton & Finger, P.A. 1

4 Front row: Richard Aldridge, Morgan Lewis &

Bockius LLP; Donald Parsons, Morris, Nichols, Arsht & Tunnell LLP; Mallory Brennan, Shearman &

Sterling LLP; Second row: Robert Baron, Cravath, Swaine & Moore LLP; Shannon German, Wilson Sonsini Goodrich & Rosati; Jennifer Shotwell, Innisfree M&A Incorporated.

5 Hon. Leo E. Strine, Jr., Delaware Supreme Court; Alan Goudiss, Shearman & Sterling LLP; William Hiltz, Evercore, Norman Monhait, Rosenthal,

Monhait & Goddess, P.A.; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom, LLP; John Mark

Zeberkiewicz, Richards, Layton & Finger, P.A.; Lawrence A. Hamermesh, University of 2

Pennsylvania Law School.

PANEL PROGRAMS

INSIGHTS FROM PRACTICE

OCTOBER 30, 2019 Stock Prices and Fair Value The catalyst for this program was the Delaware Supreme Court’s decision in Aruba and its treatment of share market price as evidence of fair value. Participants in the program, which was held at the Penn Club in New York, all contributed insights based on extensive experience on the subject. The program highlighted the particular advantages of an interdisciplinary approach by drawing upon insights from finance, investment banking and law and highlighting the very different approaches these disciplines take to the determination of fair value. The discussion leaders began by introducing the Aruba opinion and the legal definition of “fair value.” The program then examined the meaning of market prices and debated the extent to which market prices reflect a pro rata share of present value of anticipated free cash flows, acquisition potential, or potential misappropriation or tunneling by controllers. Discussion next addressed the relationship of control premiums to fair value and debated whether such premiums reflect “hidden value,” voting control, or simply the fact that the supply curve of stocks is upward sloping. The group then considered whether and why using share market prices to measure fair value requires a search for an “unaffected” stock price, and whether a

“clear day” stock price is “unaffected.” The discussion concluded with a focus on the problems stemming from the chronological gap between the date of the “unaffected” market price and the valuation date (merger date), and concern that intervening events may undermine the use of unaffected market price. Possible responses were identified, such as constructing a pro forma stock price based on broad market and/or sector performance between deal announcement and closing, and taking interim earnings announcements and other new company-specific information into account. mo der ato r

Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School

dis c us s io n leader s

Itay Goldstein, Joel S. Ehrenkranz Family Professor, Professor of Finance, The Wharton School Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School Gaurav Jetley, Managing Principal, Analysis Group Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP Jennifer Muller, Managing Director, Houlihan Lokey David M. Silk, Wachtell, Lipton, Rosen & Katz

SEPTEMBER 25, 2018 Did Delaware Get It Right or Mess Up in Addressing the Takeover Boom of the 1980’s? Through their transactional advice and published writings, the three members of this panel, Peter Atkins, Arthur Fleischer and Martin Lipton, are legendary because they shaped board responses to the new phenomenon of unsolicited tender offers in the 1980’s, and the Delaware courts' evaluation of those board responses on what was essentially a precedential blank slate. These panelists addressed the questions of whether the Delaware courts and legislature achieved an optimal level of director accountability, appropriately weighed the interests of investors and other constituencies affected by takeover bids, sensibly promoted reliance on independent directors, and helpfully shaped the dynamics of how bidders and targets negotiate merger agreements. The panel’s discussion focused, in particular, on the development of the poison pill (shareholder rights plan) and its impact on merger and acquisition practice.

INSTITUTE FOR LAW AND ECONOMICS

mo der ato r

Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Law School

panelist s

Peter A. Atkins, Skadden, Arps, Slate, Meagher & Flom LLP Arthur Fleischer, Fried, Frank, Harris, Shriver & Jacobson LLP Martin Lipton, Wachtell, Lipton, Rosen & Katz

1 Richard Smith, Holland & Knight, LLP; Mark

Lebovitch, Bernstein Litowitz Berger & Grossman

LLP; Itay Goldstein, The Wharton School; Lawrence Hamermesh, University of Pennsylvania Carey Law School; Dan Lee, Moelis.

2 Eric Klinger-Wilensky, Morris, Nichols, Arsht &

Tunnell, LLP; Joseph Frumkin, Sullivan & Cromwell, LLP; Jill Fisch, University of Pennsylvania Carey Law School; Peter Welsh, Ropes & Gray LLP. 3 Gaurav Jetley, Analysis Group. 4 Peter Atkins, Skadden, Arps, Slate, Meagher &

Flom LLP; Martin Lipton, Wachtell, Lipton, Rosen &

Katz; Arthur Fleischer, Fried, Frank, Harris, Shriver & Jacobson LLP.

5 Jennifer Mulller, Houlihan Lokey. 6 Lawrence Hamermesh, University of

Pennsylvania Carey Law School; Dan Lee, Moelis; David Silk, Wachtell, Lipton, Rosen & Katz;

Raymond DiCamillo, Richards, Layton & Finger, P.A.; Charles Korsmo, Case Western Reserve University School of Law; Matthew Gage, Houlihan Lokey.

PANEL PROGRAMS

LECTUR ES The Law and Entrepreneurship Lecture and the Distinguished Jurist Lecture are the Instituteâ&#x20AC;&#x2122;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 or policy makers at the state and federal levels.

ILE'S PUBLIC LECTURES draw audiences from all sectors of the University and the legal and business communities. The eminent speakers hold particular appeal and inspiration for students of Pennâ&#x20AC;&#x2122;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

DISTINGUISHED JURIST LECTURES

NOVEMBER 11, 2019 market participants and enforcement initiatives. One of the Modernizing Our Regulatory Framework: Focus on Authority, Expertise & Long-Term Investor Interests specific initiatives the Chairman mentioned was educating Jay Clayton L’93, Chairman, U.S. Securities and Exchange Commission

Chairman Clayton summarized the Commission’s work over the past year on behalf of investors and markets and provided a preview of its agenda for 2020. The Chairman covered three topics. First, he addressed the Commission’s actions over the past year. He explained the Commission’s “organic” and transparent approach to agenda-setting, and certain of its key modernization efforts. He also included a more general discussion of modernization as an effective policy-making lens for an administrative agency. The Commission’s modernization initiatives include rules promulgated during the summer of 2019 regarding retail investors’ relationships with their financial professionals, an optional “notice and access” delivery method for making shareholder reports accessible to investors on a publicly-available website, and approval of Exchange Traded Funds that meet stated criteria without the need for an individual exemption. Second, the Chairman spoke about the Commission’s “engagement agenda.” This involves the Commission’s critical functions of market monitoring, public outreach and investor education, along with its oversight of

teachers and those in military service. Finally, he addressed the interaction of the Commission’s mission, the statutory constructs under which it operates, and market realities, along with other factors, in the ongoing evolution of its agenda, with a specific discussion of the relationship among scope of authority, scope of actions, and independence. Chairman Clayton was nominated to chair the Commission on January 20, 2017 by President Trump and sworn in on May 4, 2017. Prior to joining the Commission, Chairman Clayton was a partner at Sullivan & Cromwell LLP, where he was a member of the firm’s Management Committee and co-head of the firm’s corporate practice. He also served as an adjunct professor at Penn Law. Prior to joining Sullivan & Cromwell, Chairman Clayton served as a law clerk for the Honorable Marvin Katz of the U.S. District Court for the Eastern District of Pennsylvania. A member of the New York and Washington, D.C. bars, Chairman Clayton earned a B.S. in Engineering from the University of Pennsylvania (summa cum laude), a B.A. and M.A. in Economics from the University of Cambridge (Thouron Scholar), and a J.D. from the University of Pennsylvania Law School (cum laude, Order of the Coif ).

OCTOBER 16, 2018 How Some Appellate Judges Think Hon. Thomas Ambro, Judge, U.S. Court of Appeals for the Third Circuit

Inspired by his initial thoughts about how to handle his “craft” when taking the bench on the Third Circuit, Judge Ambro commented on the efforts by two scholars to explain how appellate judges think. Starting with Hon. Richard Posner’s nine theories of appellate decisions, Judge Ambro explained each of the theories and presented examples. Judge Ambro noted that Judge Posner espoused the seventh — the pragmatist theory — as the way judges should decide cases. Under the pragmatist theory, judges should ask themselves about the consequences of their decisions, i.e., how will the decision affect the next case. In contrast, Judge Posner particularly disdained the ninth theory — the legalist theory — in which judges just follow the law, applying the facts and leading to the conclusion. Judge Ambro offered an analysis supporting Judge Posner’s embrace of the pragmatist theory. In particular, Judge Ambro advised those who do appellate advocacy to present some reasoning for their requested relief beyond the text of the statute. Judge Ambro continued by describing a second scholar’s work on the

INSTITUTE FOR LAW AND ECONOMICS

methodology of the Supreme Court, breaking down the approach of the then-sitting Justices into four camps: textualist, structuralist, consequentialist, and fairness. Judge Ambro concluded with some comments on the effectiveness of advocating before the Supreme Court. He observed that the great Supreme Court practitioners present their argument in no more than three themes, to which they commit in their argument. Judge Ambro was nominated by President Bill Clinton in 1999 and confirmed by the Senate and sworn in in 2000. He clerked for Hon. Daniel Herrmann, Delaware Supreme Court from 1975 to 1976. He was in private practice at Richards, Layton & Finger in Wilmington, Delaware from 1976 until taking his seat on the bench. Just prior to being elevated to the bench, Judge Ambro headed the bankruptcy practice at Richards Layton. Judge Ambro is a past Chair of the Section of Business Law of the American Bar Association and past Editor-in-Chief of The Business Lawyer. For 20 years, he chaired the Committee on the Uniform Commercial Code for the Commercial Law Section of the Delaware State Bar Association. The judge received his Bachelor of Arts degree in 1971 from Georgetown University and his Juris Doctor in 1975 from Georgetown University Law Center.

1 Joseph Frumkin, Sullivan & Cromwell LLP, and Jay Clayton, Chairman, U.S. Securities and Exchange Commission.

2: Jay Clayton, Chairman, U.S. Securities and Exchange Commission.

3: Hon. Thomas Ambro, U.S. Court of Appeals for the Third Circuit.

LECTURES

PAST LECTURES

Past Law and Entrepreneurship Lectures 10 April 2019 China, Inc. – What It Means for American Innovation and Entrepreneurship John Schultz L’89, Executive Vice President, Chief Legal & Administrative Officer, Hewlett Packard Enterprise; Chair of the Board, H3C Technologies Company, Ltd. 13 November 2018 Intellectual Property – the New Global Currency Osagie Imasogie LLM’85, Senior Managing Partner, Phoenix IP Ventures 17 January 2018 Immersive Computing @ Google Matthew Apfel, Director, VR Video, Google, Inc. 25 October 2017 Game Changers: Transformation of Sports Media (and a Career) Bill Koenig, President of Global Content and Media Distribution, National Basketball Association 12 April 2017 A Banker’s Perspective on M&A Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC 26 October 2016 The Immediate Challenges for the Next President of the United States David M. Rubenstein, Co-Founder and Co-CEO, The Carlyle Group 16 March 2016 Off the Field and Off the Record: The Future Through the Prism of Sports Philip de Picciotto, Founder and President, Octagon

Past Distinguished Jurist Lectures 16 October 2018 How Some Appellate Judges Think Hon. Thomas Ambro, Judge, U.S. Court of Appeals for the Third Circuit 15 November 2017 The Procedural Implementation of Enhanced Scrutiny Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery 29 November 2016 Current Policy Priorities Antonio Weiss, Counselor to the Secretary of the US Treasury, Department of the Treasury 14 October 2015 Science, Technology, and Immigration in the 21st Century Hon. Barrington D. Parker, Jr., U.S. Court of Appeals for the Second Circuit

INSTITUTE FOR LAW AND ECONOMICS

11 November 2015 Counselor as Entrepreneur or Law as a Dynamic Venture Steven M. Cohen, Executive Vice President, Chief Administrative Office and General Counsel, MacAndrews & Forbes Incorporated 17 February 2015 Doing Well and Doing Good: The Story of Plum Organics and the New Benefit Corporation Movement Frederick Alexander, Counsel, Morris, Nichols, Arsht & Tunnell LLP and Advisor for Legal Policy, B Lab Neil Grimmer, CEO and Co-Founder, Plum Organics Bart Houlahan, Co-Founder, B Lab Ray Liguori, Vice President of Corporate Development, Campbell Soup Company Keely Stewart, Associate Corporate Counsel, Campbell Soup Company 18 November 2014 Happy Guy in Distressed… From Pre-Med to JD to Distressed Investing Steven T. Shapiro, Founding Partner and Senior Portfolio Manager, GoldenTree Asset Management 23 April 2014 Blackstone Navigating a Sea of Regulatory Change John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group 12 November 2013 Shazam! – A ’63 Law Grad is Transformed into a High Tech Entrepreneur J. Haig Farris, President, Fractal Capital Corporation 25 February 2013 From Corporate Management to Sports Management: Turning Around the 76ers Adam Aron, CEO and Co-Owner, Philadelphia 76ers

19 March 2015 Fixing Lawyers’ Mistakes: The Court’s Role in Administering Delaware’s Corporate Statute Hon. John W. Noble, Vice Chancellor, Delaware Court of Chancery 19 November 2013 The Paucity of Criminal Prosecutions Arising from the Financial Crisis: Unaccountable? Hon. Jed S. Rakoff, United States District Judge, Southern District of New York 10 October 2012 Financial Stability Regulation Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System 15 February 2012 Regular Order as Equity Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery 25 October 2011 The Delaware Court of Chancery from 1989 – 2011: An Insider’s View Hon. William B. Chandler III, Chancellor, Delaware Court of Chancery

18 October 2012 The Cross-Cultural CEO: Growing a Business in a World Without Borders David Perla, Co-Chief Executive Officer, Pangea3 LLC

3 March 2009 Defining the 21st Century Campus: The Intersection of Education and Community Hon. Michael Nutter, Mayor, City of Philadelphia

15 November 2011 Too Dull for Davos: My Life in Long-Only, Objective-Based, Active Money Management and Why I Think It Still Makes Sense Paul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company

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.

2 March 2011 Competitive Places and Inner City Opportunities: Reflections on 25 Years of Community Investment Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund 2 November 2010 The Financial Crisis: Aftermath and Implications H. Rodgin Cohen, Sullivan & Cromwell LLP 3 March 2010 Managing Through Change, Managing Through Crisis in Financial Services Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas 30 September 2009 The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large Corporation J.P. Suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division

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

31 March 2009 The PeopleSoft Deal Safra Catz, President, Oracle Corporation

16 February 2006 The Banker as Entrepreneur Michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC

23 March 2011 Treasury’s Performance as Pay Tsar: Precedent or Aberration? Kenneth R. Feinberg, Feinberg Rozen, LLP

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

29 October 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

3 March 2005 Corporate Federalism: Event Horizons in Corporate Governance Hon. Myron T. Steele, Chief Justice, Delaware Supreme Court 28 October 2004 A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issues Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court 4 March 2004 Corporate Decision-Making in Delaware Courts Hon. Carolyn Berger, Justice, Delaware Supreme Court 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

Past Law and Entrepreneurship Lectures 1 John Schultz 2 Osagie Imasogie 3 Matthew Apfel 1

4 Bill Koenig 5 Greg Weinberger 6 David Rubenstein 7 Philip de Picciotto 8 Steven M. Cohen 9 Neil Grimmer, Roy Liguori, Keely Stewart, Frederick Alexander, Bart Houlahan

10 Steven T. Shapiro 11 John Finley 12 J. Haig Farris 13 Adam Aron 14 David Perla

Past Distinguished Jurist Lectures 9

15 Hon. J. Travis Laster 16 Antonio Weiss 17 Hon. Barrington D. Parker, Jr. 18 Hon. John W. Noble 19 Hon. Jed S. Rakoff 20 Daniel K. Tarullo 21 Hon. Leo E. Strine, Jr. 22 Hon. William B. Chandler III

23 Kenneth R. Feinberg

LECTURES

ACADEMIC EVENTS The Institute for Law and Economics organizes a variety of symposia.

IN FEBRUARY 2005, we launched an annual two-day academic conference on Law and Finance, jointly sponsored by ILE and NYU’s Pollack Center for Law and Business. The conference location alternates between Penn and NYU. The Law and Finance conference offers leading scholars the opportunity to present cutting edge research to a community of legal and business school academics. 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. Each seminar features a guest speaker presenting interdisciplinary work. A dinner follows each presentation, with commentary presented by members of ILE’s Associate Faculty.

ACADEMIC EVENTS

PENN/NYU CONFERENCE ON L AW AND FINANCE

February 7-8, 2020 University of Pennsylvania Carey Law School Jointly sponsored by Institute for Law and Economics, University of Pennsylvania Pollack Center for Law & Business, New York University Organized by Yakov Amihud, Stern School of Business, New York University Stephen Choi, New York University School of Law Jill E. Fisch, University of Pennsylvania Carey Law School Itay Goldstein, The Wharton School, University of Pennsylvania David Yermack, Stern School of Business, New York University Session I Irrelevance of Governance Structure Zohar Goshen, Columbia University Law School; Ono Academic College Faculty of Law Doron Levit, The Wharton School; European Corporate Governance Institute Commentator Denis Gromb, HEC Paris Moderator Lawrence A. Hamermesh, University of Pennsylvania Carey Law School

February 23-24, 2019 New York University School of Law Jointly sponsored by Institute for Law and Economics, University of Pennsylvania Pollack Center for Law & Business, New York University Organized by Yakov Amihud, Stern School of Business, New York University Stephen Choi, New York University School of Law Jill E. Fisch, University of Pennsylvania Law School Itay Goldstein, The Wharton School, University of Pennsylvania David Yermack, Stern School of Business, New York University Session I Credit Default Swaps, Agency Problems, and Management Incentives David Yermack, Stern School of Business, New York University Jongsub Lee, Warrington College of Business, University of Florida Junho Oh, Warrington College of Business, University of Florida Commentator Alan Schwartz, Yale Law School Moderator Charles Elson, University of Delaware

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Session II Active Short Selling by Hedge Funds Vyacheslav Fos, Boston College, Carroll School of Management; European Corporate Governance Institute; Centre for Economic Policy Research Ian Appel, Boston College, Carroll School of Management Commentator Marcel Kahan, New York University School of Law Moderator Itay Goldstein, The Wharton School

Session IV Institutional Trading Around M&A Announcements Eliezer M. Fich, Drexel University, Department of Finance Viktoriya Lantushenko, St. Josephâ&#x20AC;&#x2122;s University Clemens Sialm, University of Texas at Austin, McCombs School of Business; National Bureau of Economic Research; AQR Capital Management, LLC

Wei Wang, Queenâ&#x20AC;&#x2122;s University, Smith School of Business Wenyu Wang, Indiana University, Kelley School of Business

Commentator John Coates, Harvard Law School

Session VII Bankruptcy Claim Dischargeability and Public Externalities: Evidence from a Natural Experiment Michael Ohlrogge, New York University School of Law

Special Session Tribute to the Hon. William T. Allen

Moderator William W. Bratton, University of Pennsylvania Carey Law School

Comments Hon. Collins J. Seitz, Chief Justice, Delaware Supreme Court Reinier Kraakman, Harvard Law School David Yermack, Stern School of Business, New York University

Session V The Rise of Permanent Capital: Private Equity in the Insurance Industry Divya Kirti, International Monetary Fund Natasha Sarin, University of Pennsylvania Carey Law School

Session III Contractual Complexity in Debt Agreements: The Case of EBITA Adam B. Badawi, UC Berkeley School of Law Elisabeth de Fontenay, Duke University School of Law

Commentator Shan Ge, Stern School of Business, New York University

Commentator Michael Roberts, The Wharton School Moderator Stephen Choi, New York University School of Law

Session II Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy Lucian Bebchuk, Harvard Law School Scott Hirst, Boston University School of Law Commentator Ian Appel, Boston College Carroll School of Management Moderator Stephen Choi, New York University School of Law Session III Bank Transparency and Deposit Flows Itay Goldstein, The Wharton School, University of Pennsylvania Qi Chen, Fuqua School of Business, Duke University Zeqiong Huang, Yale University School of Management Rahul Vashishtha, Fuqua School of Business, Duke University Commentator Kathryn Judge, Columbia Law School Moderator William W. Bratton, University of Pennsylvania Law School Session IV Hidden Holdouts: Contract Arbitrageurs and the Pricing of Collective Rights Mitu Gulati, Duke University School of Law Stephen Choi, New York University School of Law

Moderator David Yermack, Stern School of Business, New York University Session VI Dissecting Bankruptcy Frictions Winston Dou, The Wharton School Luke Taylor, The Wharton School

Commentator Anthony J. Casey, The University of Chicago Law School Moderator Elizabeth Pollman, University of Pennsylvania Carey Law School

Commentator Ben Iverson, Brigham Young University Marriott School of Management Moderator Jill E. Fisch, University of Pennsylvania Carey Law School Session VIII Regulatory Intensity Joseph Kalmenovitz, Stern School of Business, New York University Commentator Katherine Litvak, Northwestern University Pritzker School of Law Moderator David Zaring, The Wharton School

Commentator Kose John, Stern School of Business, New York University

Commentator Steven Davidoff Solomon, UC Berkeley School of Law

Moderator Kevin Davis, New York University School of Law

Moderator Lawrence Hamermesh, Institute for Law Economics, University of Pennsylvania Law School

Session V Common Ownership and Coordinated Effects Edward Rock, New York University School of Law Daniel Rubinfeld, New York University School of Law and UC Berkeley School of Law

Session VII The Impact of the Durbin Amendment on Banks, Merchants, and Consumers Natasha Sarin, University of Pennsylvania Law School and The Wharton School Vladimir Mukharlyamov, Georgetown University, McDonough School of Business

Commentator Doron Levit, The Wharton School, University of Pennsylvania

Commentator Paul Goldsmith-Pinkham, Yale School of Management

Moderator Itay Goldstein, The Wharton School, University of Pennsylvania

Moderator Jill E. Fisch, University of Pennsylvania Law School

Session VI Long-Term Economic Consequences of Hedge Fund Activist Interventions Charles McClure, University of Chicago Booth School of Business Ed deHaan, University of Washington Michael G. Foster School of Business David F. Larcker, Stanford University Graduate School of Business

Session VIII Bond Covenants and Investment Policy Sandrine Docgne Penlap, C.T. Bauer College of Business, University of Houston Commentator William W. Bratton, University of Pennsylvania Law School Moderator David Yermack, Stern School of Business, New York University

1 Anthony Casey, The University of Chicago Law School.

2 Shan Ge, Stern School of Business, New York University

3 John Coates, Harvard Law School. 4 Elisabeth de Fontenay, Duke University School of Law. 1

5 Reinier Kraakman, Harvard Law School. 6 Chief Justice Collins J. Seitz, Delaware Supreme Court.

7 Itay Goldstein, The Wharton School. 8 Marcel Kahan, New York University School of

Law; Ryan Bubb, New York University School of

Law; Frederick Tung, Boston University School of

Law; Second row: Anthony Casey, The University of Chicago School of Law; Martin Gelter, Fordham University School of Law; Third Row: Giovanni Patti, NYU Pollack Center for Law & Business; 4

Peter Robau, NYU Pollack Center for Law &

Business; Yuliya Guseva, Rutgers Law School. 9 Front Row: Doron Levit, The Wharton School; Denis Gromb, HEC Paris; Second Row: Clemens

Sialm, University of Texas at Austin – McCombs School of Business; Third Row: Frederick Tung,

Boston University School of Law; David Yermack, Stern School of Business, New York University; Fourth Row: Donna Nagy, Indiana University Maurer School of Law.

10 Zohar Goshen, Columbia University Law

School, Ono Academic College Faculty of Law. 7

11 Front Row: Natasha Sarin, University of

Pennsylvania Carey Law School; Enrichetta Ravina, Northwestern University – Kellogg School of

Management; Second Row: Yakov Ahmihud, Stern School of Business, New York University; Third

Row: Quinn Curtis, University of Virginia School of Law; Richard Hynes, University of Virginia School of Law; Fourth Row: Kathleen Hanley, Lehigh

University; Fifth Row: Nadia Jannetta, University of Pennsylvania Carey Law School; Jonathan

Lipson, Temple University Beasley School of Law. 12 Yesha Yadav, Vanderbilt Law School; Kathleen 9

Hanley, Lehigh University.

ACADEMIC EVENTS

ILE/WHARTON FINANCE SEMINARS

SEPTEMBER 26, 2019 Deference to Delaware Corporate Law Precedents and Shareholder Wealth: An Empirical Analysis Jens C. Dammann, Ben H. and Kitty King Powell Chair in Business and Commercial Law, The University of Texas School of Law

In this paper, Professor Dammann addresses one of the most important and controversial questions in corporate law: whether Delaware corporate law increases shareholder wealth. More particularly, Professor Dammann looks into the value impact of decisions by courts in jurisdictions outside of Delaware to look to Delaware precedents when faced with gaps in their state’s corporate case law. These decisions constitute exogenous shocks that can be used to ascertain whether the application of Delaware precedents benefits shareholders in the relevant states. The author shows that the stock price of firms incorporated in these states has reacted positively to such announcements. He also shows that those firms with more severe agency conflicts between managers and shareholders experience particularly large cumulative abnormal returns. Furthermore, he shows that treatment group firms that are likely to be part of a merger in the near future experience especially large abnormal returns. These findings, he asserts, have important implications for various practical and theoretical questions in corporate law. To begin with, they suggest that those states that have adopted a policy of deferring to Delaware

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case law have made the right choice: shareholders of public corporations incorporated in those states appear to benefit from the application of Delaware corporate law precedents. Furthermore, the results provide at least a partial answer to the longstanding question which features of Delaware’s legal system make Delaware law an attractive choice. Many corporate law scholars assert that Delaware’s rich and well-developed set of precedents plays an important role in explaining its dominance in the charter market. Professor Dammann’s analysis provides empirical support for this claim. Finally, the results suggest that existing analyses of the pros and cons of state competition in corporate law are incomplete to the extent that they fail to consider Delaware’s positive impact on other states’ corporate common law. c o mmentato r s

Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Carey Law School Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics, University of Pennsylvania Carey Law School David Musto, Ronald O. Perelman Professor in Finance, The Wharton School Michael Schwert, Assistant Professor of Finance, The Wharton School

1 Jens Dammann, The University of Texas School of Law.

ACADEMIC EVENTS

INSIGHTS FROM REGUL ATION

NOVEMBER 4, 2019 Why Regulation Is Good for Business

Richard Cordray, Former Director, Consumer Financial Protection Bureau

ILE, together with The Leo Model Foundation Government Service & Public Affairs Initiative, hosted a talk by Richard Cordray, former Director of the Consumer Financial Protection Bureau. According to Mr. Cordray, the common view of many policymakers and economists is that regulation has a negative effect on businesses, hindering their operations and constraining their latitude to fulfill their true profit-maximizing purposes. Mr. Cordray presented arguments to the contrary. First, he asserted that businesses do not and cannot operate effectively in markets that are utterly free from the constraints of legal rules and their enforcement. This includes laws regulating property rights, enforcing contracts, and pursuing justice for wrongdoers who harm others by violating the law. The central issue, according to Mr. Cordray, thus is not whether to have regulation, but instead how much regulation to have. Second, Mr. Cordray argued that the clear trajectory of the lawâ&#x20AC;&#x2122;s development in market economies has been away from the uncertainty and unpredictability of judge-made common law toward the greater certainty and predictability of statutory and administrative law, which businesses typically prefer. Third, Mr. Cordray asserted that the mechanics of determining, modifying, and improving the law

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are superior in a system of statutory and administrative law as compared to a system of litigation through the courtsâ&#x20AC;&#x201D;in terms of notice, clarity, efficiency, certainty, consistency, and expertise, among other grounds of comparison. Fourth, Mr. Cordray argued that, despite the claim that businesses oppose more extensive regulation, the CFPB found that large firms routinely seek greater clarity through more detailed regulations. He explained that businesses consider their compliance functions (which now are often highly automated) to be enhanced rather than undermined by rules that are prescriptive and determinate.

1 Cary Coglianese, University of Pennsylvania Carey Law School; Richard Cordray; Jill Fisch,

University of Pennsylvania Carey Law School. 2 David Musto, The Wharton School. 3 Richard Cordray, Former Director, Consumer Financial Protection Bureau.

ACADEMIC EVENTS

CURRICUL AR PARTNERSHIPS

FALL 2018 - SPRING 2020

JD/MBA LUNCHEONS

The Institute for Law and Economics engages in curricular partnerships that serve the Law Schoolâ&#x20AC;&#x2122;s educational mission. Members of our board of advisors make important contributions as members of our adjunct faculty. In addition, ILE invites members of our board and other distinguished professionals to the Law School for special classes and seminars and as luncheon speakers and program participants to share their professional expertise with Penn Law students in an informal setting.

Joseph Gatto, Orient Point Partners

COURSES Business Strategy, Private Equity and Corporate Law Perry Golkin

Corporate Reorganization Martin Bienenstock

Crisis Management Jill E. Fisch and Richard Walker

Cross Border M&A George Casey and Scott Petepiece

Great Cases in Modern Delaware Corporate Law Hon. Leo E. Strine, Jr. and Lawrence A. Hamermesh

M&A Through the Business Cycle Joseph Frumkin, Joseph Gatto and Brian Hamilton

Strategic Equity Jill E. Fisch and David Erickson

Venture Capital Contracting William W. Bratton and Eric Klinger-Wilensky

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Roy Katzovicz, Saddle Point Management, L.P. Michael Kimmel, Vanguard Julie Levenson, LaHonda Advisors Ted Lodge, GoldenTree Asset Management Robert Masella, Shearman & Sterling LLP Martez Moore, Moore & Freres John Suydam, Apollo Capital Management

1 Bradley Sorrels, Wilson, Sonsini, Goodrich & Rosati. 2 Ian Nussbaum, Cooley LLP. 3 Kenneth Guernsey, Cooley LLP. 4 William Lafferty, Morris, Nichols, Arsht & Tunnell, LLP.

5 Kevin Coen, Morris, Nichols, Arsht & Tunnell, LLP. 6 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell, LLP.

7 Robert Jackson, New York University School of Law. 8 Kenneth Lefkowitz, Hughes Hubbard & Reed LLP. 9 Joseph Frumkin, Sullivan & Cromwell LLP. 10 Jill Fisch and Elizabeth Pollman, University of Pennsylvania Carey Law School; John Suydam, Apollo Global Management, LLC. 5

11 Hon. Leo E. Strine Jr., Delaware Supreme Court; Mark Gentile, Richards, Layton & Finger, P.A.; Al Garner, Lazard Freres; Lawrence Hamermesh, University of Pennsylvania Law School.

12 Amy Simmerman, Wilson, Sonsini, Goodrich & Rosati; Elizabeth Pollman, University of Pennsylvania Carey Law School.

13 Joseph Gatto, Orient Point Partners; David

Abrams, University of Pennsylvania Carey Law School. 9

14 Hon. Leo E. Strine Jr., former Chief Justice,

Delaware Supreme Court; Lawrence Hamermesh,

University of Pennsylvania Carey Law School; Sarkis Jebejian, Kirkland & Ellis, LLP; Richard Aldridge, Morgan Lewis & Bockius, LLP.

ACADEMIC EVENTS

DEL AWAR E OR AL HISTORY PROJECT The Institute has been creating a website repository of oral histories of the seminal Delaware corporate cases and legislative developments since the 1967 general revision of the Delaware General Corporation Law.

THE WEBSITE INCLUDES recorded interviews of many of the lawyers and judges who participated in those cases and developments and whose recollections are important to preserve, as well as documentary videos that piece together the interviews and case materials into a single narrative. The website can be found at www.law.upenn.edu/delawarecorporatehistory.

DELAWARE ORAL HISTORY PROJECT

DEL AWARE ORAL HISTORY PROJECT

Four years ago, the Institute embarked upon an exciting long-term project involving the creation of oral histories of the seminal Delaware corporate cases and legislative developments since the general revision of the Delaware General Corporation Law (DGCL) in 1967. The project centers on recorded interviews to preserve the recollections of many of the lawyers and judges who participated in those cases and developments. Based on those interviews and on the opinions, briefs and other associated materials, the project is preparing a narrative video for each topic that presents the background story of the case or statutory provision. This year saw the release of two more videos, involving the acquisition of Revlon by MacAndrews & Forbes and the creation of the shareholder rights plan or “poison pill,” as it came to be known, in the Household case. The project emerged out of a series of advanced seminars taught by Delaware’s Chief Justice Leo E. Strine, Jr. and Professor Michael Wachter. In previous years, the seminar featured participants in major Delaware corporate cases describing their experience and strategies in litigating the cases. That classroom experience highlighted the value of developing oral histories that gather and preserve similar recollections about Delaware’s landmark corporate cases. Given ILE’s close relationship with the Delaware courts over the years and the significance of this period in the development of modern Delaware corporate law, ILE expects this oral history to be an invaluable resource for students and scholars. The product of the project is a website repository, available as a teaching resource, which includes the videotaped interviews and the narrative videos described above. The repository also includes resources relating to the DGCL amendments since 1967. The interview process has also been integrated into the annual seminar. Students conducted preliminary interviews of some of the participants whose recollections were thereby refreshed before the recording of the final interview. This engagement has afforded students a unique opportunity to learn about key corporate developments from the lawyers and judges who were involved. In the first year, the project focused on cases addressing the fiduciary duty of care, and the enactment of DGCL section 102(b)(7), which authorized charter provisions limiting director liability for damages. The second year’s sessions covered cases on hostile and friendly acquisitions. The third year’s class covered Delaware’s treatment of controlling stockholder transactions, especially freeze-out mergers. This year’s class covered cases interpreting and enforcing mergers and acquisitions agreements. We are grateful for the generous support of key sponsors: Wachtell, Lipton, Rosen & Katz, Skadden, Arps, Slate, Meagher & Flom, Sullivan & Cromwell, CSC Global, Morris, Nichols, Arsht & Tunnell, Potter, Anderson & Corroon, Richards, Layton & Finger, Young, Conaway, Stargatt & Taylor, and the Delaware State Bar

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Association. With our sponsors’ help, the Institute was able to complete the Project’s remaining planned interviews as well as two narrative videos. That support will allow the Institute to produce additional narrative videos this next year. p ic t ur ed o n t he fac ing pag e 1 Stephen E. Jenkins, Ashby & Geddes P.A., and Kevin G. Abrams, Abrams & Bayliss LLP, interviewed by Edward P. Welch, Skadden, Arps, Slate, Meagher & Flom LLP, about In re Siliconix and In re Cox Communications. 2 Thomas J. Allingham II, Skadden, Arps, Slate, Meagher & Flom LLP, interviewed by P. Clarkson Collins, Jr., Morris James LLP, about Kahn v. M&F Worldwide Corp. 3 Ronald A. Brown, Jr., Prickett, Jones & Elliott, P.A., interviewed by Marcus E. Montejo, Prickett, Jones & Elliott, P.A., about In re Southern Peru Copper Corp. Shareholder Litigation. 4 Edward P. Welch, Skadden, Arps, Slate, Meagher & Flom LLP interviewing Stephen E. Jenkins, Ashby & Geddes P.A., and Kevin G. Abrams, Abrams & Bayliss LLP, about In re Siliconix and In re Cox Communications. 5 Morton Pierce, White & Case LLP, interviewed by Ellisa Opstbaum Habbart, The Delaware Counsel Group LLC, about Omnicare. 6 Donald J. Wolfe, Jr., Potter Anderson & Corroon LLP, interviewed by Ellisa Opstbaum Habbart, The Delaware Counsel Group LLC, about Omnicare. 7 David C. McBride, Young, Conaway, Stargatt & Taylor LLP, interviewed by Ellisa Opstbaum Habbart, The Delaware Counsel Group LLC, about Omnicare. 8 Ellisa Opstbaum Habbart, The Delaware Counsel Group LLC interviewing David C. McBride, Young, Conaway, Stargatt & Taylor LLP, about Omnicare. 9 Charles F. Richards, Jr., Richards, Layton & Finger, P.A. interviewed by David C. McBride, Young, Conaway, Stargatt & Taylor LLP about Paramount v. QVC. 10 E. Norman Veasey, Gordon, Fournaris, Mammarella, P.A., Anne C. Foster, Richards, Layton & Finger, P.A., and A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell, LLP, interviewed by David C. McBride, Young, Conaway, Stargatt & Taylor LLP about Paramount v. QVC.

DELAWARE ORAL HISTORY PROJECT

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1 David Abrams 2 Tom Baker 3 Howard F. Chang 4 Cary Coglianese 1

5 Vincent Glode 6 Itay Goldstein 7 Richard J. Herring 8 David Hoffman 9 Robert W. Holthausen 10 Robert P. Inman 11 Richard E. Kihlstrom

12 Jonathan Klick 13 Michael S. Knoll 14 George Mailath 15 Charles W. Mooney, Jr. 16 David K. Musto 17 Gideon Parchomovsky 18 Andrew Postlewaite

19 Michael R. Roberts 20 Reed Shuldiner 21 David A. Skeel, Jr. 22 Lucian Taylor 23 Susan M. Wachter 24 Amy L. Wax 25 Bilge Yilmaz

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David S. Abrams

Professor of Law, Business Economics and Public Policy

David Abrams is Professor of Law, Business Economics and Public Policy at the University of Pennsylvania Law School and the Wharton School. He joined the Penn faculty in 2008 after serving as the Olin Fellow in Law and Economics at the University of Chicago. He earned his Ph.D. in Economics from the Massachusetts Institute of Technology in 2006, his Master’s in Physics from Stanford in 2001 and his Bachelor’s in Physics from Harvard in 1998. He is a Board Member and past-President of the Society of Empirical Legal Studies, and former chair of the Law and Economics section of the American Association of Law Schools. His research interests include Intellectual Property, Corporate Finance, Health Economics and the Law and Economics of Crime. Prior to his academic career, Professor Abrams worked as a trader and quantitative analyst at D. E. Shaw and Co.

Tom Baker

William Maul Measey Professor of Law and Health Sciences

Tom Baker’s work explores insurance, risk, and responsibility in a wide variety of settings, using methods and perspectives drawn from economics, sociology, psychology, and history. His current research examines legal and institutional issues related to secondary insurance markets, insurance for cyber-related risks, and digital financial advice, as well as the empirical study of insurance litigation. His most recent article, Uncertainty>Risk: Lessons for Legal Thought from the Insurance Runoff Market, uses qualitative empirical research to challenge the connection between insurance and “risk” — the determinable probability of loss — revealing the extent to which insurance functions as an uncertainty-management mechanism. He has secondary appointments in the Business Economics and Public Policy and Healthcare Management Departments at Wharton. He is the Reporter for the American Law Institute's Restatement of the Law Liability Insurance and a co-founder of Picwell, a health data analytics company that predicts health expenses and helps match individuals to the best insurance plan. In August 2013, he received the Robert B. McKay award, a lifetime scholarly achievement award given by the Tort Trial and Insurance Practice Section of the American Bar Association. He was the Connecticut Mutual Professor and Director of the Insurance Law Center at the University of Connecticut before joining the Penn Law faculty in 2008. He clerked for United States Court of Appeals Judge Juan Torruella and practiced with the firm of Covington and Burling.

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

Professor Bratton joined the Penn Law faculty in 2010. He graduated in 1976 from Columbia Law School where he was articles editor of the Law Review and a James Kent Scholar. He clerked for the Honorable William H. Timbers on the U.S. Court of Appeals for the

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Second Circuit and practiced for several years at Debevoise & Plimpton in New York. He served on the Cardozo, Rutgers, and George Washington law faculties before joining the faculty of the Georgetown University Law Center, where he was the Peter P. Weidenbruch, Jr., Professor of Business Law. He also has been the Unilever Visiting Professor at the Faculty of Law of the University of Leiden, the Simizu Visiting Professor at the Faculty of Law of the London School of Economics, and a visiting professor at the Duke and Stanford law schools. He is a Research Associate of the European Corporate Governance Institute and in 2010 was the Anton Philips Professor at the faculty of law of the University of Tilburg. He has published many articles and book chapters on topics in corporate law, the theory of the firm, law and economics, and legal history, and is the editor of the leading law school casebook on corporate finance.

Howard F. Chang

Earle Hepburn Professor of Law

Professor Chang received a Ph.D. in economics from the Massachusetts Institute of Technology in 1992, a J.D. from Harvard Law School in 1987, a Master in Public Affairs from Princeton University in 1985, and an A.B. from Harvard College in 1982. Prior to joining the Penn faculty in 1999, he was a Professor of Law at the University of Southern California Law School, where he began teaching in 1992. He was a Visiting Professor of Law at Stanford Law School in 1998, at Harvard Law School and at the New York University School of Law in 2001, at the University of Michigan Law School in 2002, and at the University of Chicago Law School in 2007, and a Visiting Associate Professor of Law at the Georgetown University Law Center from 1996 to 1997. He served as a law clerk for the Honorable Ruth Bader Ginsburg on the U.S. Court of Appeals for the D.C. Circuit from 1988 to 1989. He served on the Board of Directors of the American Law and Economics Association from 2004 to 2007. He has written on a wide variety of subjects including environmental protection, international trade, immigration, intellectual property, and the economics of litigation and settlement.

Cary Coglianese

Edward B. Shils Professor of Law and Professor of Political Science Director, Penn Program on Regulation

Cary Coglianese is the founder of the Law & Society Association’s international collaborative research network on regulatory governance, a chair of the e-government committee of the American Bar Association’s section on Administrative Law and Regulatory Practice, and a fellow of the American Bar Foundation. He serves as the chair of the rulemaking committee of the Administrative Conference of the United States, a member of the National Academies of Sciences’ committee on performance-based safety regulation, and the Aspen Institute Dialogue on Energy Governance. He is also a founder of the peer-reviewed journal Regulation & Governance, for which he now serves on the editorial

board, as well as the founder and faculty advisor to The Regulatory Review, a daily publication of regulatory analysis and commentary. Coglianese received his J.D., M.P.P., and Ph.D. in political science from the University of Michigan, and for twelve years served on the faculty of the John F. Kennedy School of Government at Harvard University. He has also been a visiting professor of law at Stanford University and Vanderbilt University and an affiliated scholar at the Harvard Law School. Previously he served as the Associate Dean and then Deputy Dean for Academic Affairs at Penn Law.

Jill E. Fisch

Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics

Professor Fisch received her J.D. from Yale Law School in 1985. Before joining the Penn faculty in 2008, she held the T.J. Maloney Chair in Business Law at Fordham Law School and served as founding director of the Fordham Corporate Law Center. She has also been a visiting professor at Harvard Law School, Columbia Law School, Georgetown University Law Center, and UC Berkeley Law School. Prior to entering academia, Professor Fisch practiced law with the United States Department of Justice and the New York office of Cleary, Gottlieb, Steen and Hamilton. Her research focuses on corporate governance, business litigation, and securities regulation. Professor Fisch is an associate reporter of the American Law Institute Restatement of Corporate Governance, a director of the European Corporate Governance Institute and a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority (FINRA).

Vincent Glode

Associate Professor of Finance, The Wharton School

Vincent Glode joined the Finance Department at the Wharton School in July 2009 after earning his PhD in finance from Carnegie Mellon University. His research is mainly theoretical and studies how financial intermediaries create and allocate surplus in the economy. His papers have been published in leading academic journals such as the American Economic Review, the Journal of Finance, the Journal of Financial Economics, and the Review of Financial Studies. He has served as an associate editor at Management Science and the Journal of Empirical Finance and as an elected board member of the Finance Theory Group. At Wharton, Professor Glode teaches Corporate Valuation at the undergraduate and MBA levels, for which he has won several teaching awards. He has served on Wharton’s Teaching Excellence committee and the MBA program’s executive committee. He is a CFA charterholder.

Itay Goldstein

Joel S. Ehrenkranz Family Professor of Finance, The Wharton School

Itay Goldstein is the Joel S. Ehrenkranz Family Professor in the Finance Department at the Wharton School of the University of Pennsylvania. He is also the coordinator of the Ph.D. program in Finance. He holds a secondary appointment as a Professor of Economics at the University of Pennsylvania. He has been on the faculty of the Wharton School since 2004. Professor Goldstein earned his Ph.D. in Economics in 2001 from Tel Aviv University. He is an expert in the areas of corporate finance, financial institutions, and financial markets, focusing on financial fragility and crises and on the feedback effects between firms and financial markets. His research has

been published in top academic journals, including the American Economic Review, the Journal of Finance, the Journal of Financial Economics, the Review of Economic Studies, and the Review of Financial Studies. His research has also been featured in the popular press in the Economist, Wall Street Journal, Financial Times, Bloomberg, Forbes, National Public Radio, and others. Professor Goldstein is an Executive Editor of the Review of Financial Studies, where he was an editor before for five years. He also served as an editor of the Finance Department in Management Science and an editor of the Journal of Financial Intermediation. He has served as an academic advisor at the Federal Reserve Banks of New York, Philadelphia, and Richmond, the Bank of Canada, and the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group. He has taught various undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein has served on the faculty of Duke University’s Fuqua School of Business. He had also worked in the research department of the bank of Israel.

Lawrence Hamermesh

Executive Director, Institute for Law & Economics, and Professor Emeritus, Widener University Delaware Law School (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011)

Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976. Professor Hamermesh practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as an associate from 1976–84, and as a partner from 1985–94. Professor Hamermesh joined the faculty at Delaware Law School in 1994, where he served as the Ruby R. Vale Professor of Corporate and Business Law from 2005-2017, teaching and writing in the areas of corporate finance, mergers and acquisitions, securities regulation, business organizations, and professional responsibility. Since 1995, Professor Hamermesh has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and served as Chair of the Council from 2002 to 2004. In 2002 and 2003, he also served as the Reporter for the American Bar Association’s Task Force on Corporate Responsibility. Since 2013, he has been the Reporter for the American Bar Association Business Law Section’s Corporate Laws Committee, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute and has been appointed as an adviser to the project to prepare the Restatement of the Law, Corporate Governance. Professor Hamermesh also served as chair of the Board of Directors of the Music School of Delaware from 2018 to 2020.

Richard J. Herring

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

Richard J. Herring is the founding director of the Wharton Financial Institutions Center, one of Wharton’s largest research centers. From 2000 to 2006, he served as the Director of the Lauder Institute of International Management Studies and from 1995 to 2000, he served as Vice Dean and Director of Wharton’s Undergraduate Division. During 2006, he was a Professorial Fellow at the Reserve Bank of New Zealand and Victoria University.

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He is the author of more than 150 articles, monographs and books on various topics in financial regulation, international banking, and international finance. At various times his research has been funded by grants from the National Science Foundation, the Ford Foundation, the Brookings Institution, the Sloan Foundation, and the Council on Foreign Relations. Outside the university, he is co-chair of the US Shadow Financial Regulatory Committee and Executive Director of the Financial Economist’s Roundtable, a member of the Advisory Board of the European Banking Report in Rome, the Institute for Financial Studies in Frankfurt, and the International Centre for Financial Regulation in London. In addition, he is a member of the FDIC Systemic Risk Advisory Committee and the Systemic Risk Council. He served as co-chair of the Multinational Banking seminar from 1992–2004 and was a Fellow of the World Economic Forum in Davos from 1992–95. He was a member of the Group of 30 task force on the reinsurance industry, as well as an earlier study group on international supervision and regulation. Currently, he is an independent director of the DWS mutual fund complex and has served on the predecessor Deutsche Asset Management and Bankers Trust boards since 1990. He is also an independent director of the Aberdeen Japan Fund. Until November 2018, he was a director of Barclays Bank, Delaware. Herring received his undergraduate degree from Oberlin College in 1968 and his PhD from Princeton University in 1973. He has been a member of the Finance Department since 1972. He is married, with two children, and lives in Bryn Mawr, Pennsylvania.

David Hoffman Professor of Law

Professor Dave Hoffman is a widely-cited scholar who focuses his research and teaching on contract law. His work is typically interdisciplinary, built through collaboration with co-authors from a variety of fields. One recent set of papers examined the technical and legal aspects of transactions occurring on and through blockchains. Other work, using qualitative and experimental methods, focuses on how individuals experience contracting online, and what extra-legal goals firms might seek to accomplish using the “terms and conditions.” He has also engaged in the national conversation sparked by the #metoo movement, publishing a paper with a Penn Law student that argues that nondisclosure clauses in employment contracts violate public policy. His current projects include the building and analysis of a dataset consisting of hundreds of thousands of Philadelphia residential leases, as well as one on contract reformation in light of disease risk.

Robert W. Holthausen

The Nomura Securities Company Professor, Professor of Accounting and Finance, The Wharton School

Professor Holthausen earned his Ph.D. and his M.B.A. at the University of Rochester. He joined the Wharton School in 1989. Prior to joining the Penn faculty, he was a member of the accounting and

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finance faculty at the Graduate School of Business of the University of Chicago. Professor Holthausen teaches Corporate Valuation, a course he created for Wharton when he arrived and has been teaching ever since. Since 1998, he has served as the academic director of Wharton’s Mergers and Acquisitions program. Professor Holthausen’s research interests include the effects of management compensation and governance structures on firm performance, the effects of information on volume and prices, corporate restructuring and valuation, the effects of large block sales on common stock prices, and numerous other topics. He is widely published in both finance and accounting journals and is currently an editor of the Journal of Accounting and Economics. He is also the author of a detailed book on valuation entitled Corporate Valuation: Theory, Evidence and Practice (2nd edition).

Robert P. Inman

Richard King Mellon Professor of Finance, Professor of Business Economics and Public Policy, The Wharton School

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

Richard E. Kihlstrom

Ervin Miller-Arthur M. Freedman Professor of Finance, Professor of Economics, The Wharton School

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

Jonathan Klick Professor of Law

Charles W. Mooney, Jr.

Charles A. Heimbold, Jr. Professor of Law

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

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) Michael S. Knoll Study Committee and as a reporter for the Revised Article 9 drafting Theodore K. Warner Professor of Law; Professor of Real Estate, The Wharton committee. He served as a member of the U.S. Security and Exchange School; Co-Director, Center for Tax Law & Policy Commission’s Advisory Committee on Market Transactions. Mooney was awarded the Distinguished Service Award, presented by the Professor Knoll joined the Penn Law and Wharton faculties from the American College of Commercial Finance Lawyers. He is a Fellow and University of Southern California Law School in 2000. He teaches former Director of the American College of Bankruptcy and a Director courses in corporate finance and taxation in the Law School, the of the International Insolvency Institute. He served as U.S. Delegate and Wharton School, and the Wharton Executive Program. He is also an Position Coordinator (appointed by U.S. Department of State) at the affiliate of the Zell/Lurie Real Estate Center at the Wharton School, Diplomatic Conference for the Cape Town Convention on International and the editor of Forensic Economic Abstracts, an electronic journal Interests in Mobile Equipment and the Protocol on Matters Specific to published by the Social Science Research Network. Professor Knoll’s undergraduate and J.D. degrees are from the University of Chicago. He Aircraft Equipment, in Cape Town, South Africa. He also served as a also earned a Ph.D. in Economics at the University of Chicago. In 1990, U.S. Delegate for the UNIDROIT Geneva Securities Convention at the he joined the USC Law faculty as an Assistant Professor and, in 1995, he Diplomatic Conferences in Geneva and as a U.S. delegate for the Cape was promoted to full Professor. He has been a Visiting Professor of Law Town Convention Mining, Agricultural and Construction Equipment at Georgetown (1999), Penn (1998–99), Virginia (2000), and Columbia Protocol at the Diplomatic Conference in Pretoria. His current research centers on intermediated securities and financial infrastructure, digital (2009). Professor Knoll was also a John M. Olin Senior Research assets legal issues, harmonized choice-of-law rules, comparative law, Scholar at Columbia University School of Law (1996–97), a Visiting Scholar at New York University Law School (1996–97), a John M. Olin bankruptcy law, and secured transactions law. Distinguished Visiting Professor of Law at Toronto University (1998), David K. Musto and a John Raneri Atax Fellow at the University of New South Wales Ronald O. Perelman Professor in Finance, The Wharton School (2011). Prior to entering teaching, he clerked for the Honorable Alex Kozinski on the U.S. Court of Appeals, Ninth Circuit, and served as David K. Musto is the Ronald O. Perelman Professor in Finance and legal advisor to the Vice Chairman of the U.S. International Trade Chair of the Finance Department at the Wharton School, where he Commission. He has published extensively in the fields of corporate has been on the faculty since 1995. He has a B.A. from Yale University finance, taxation, economics, and real estate finance. and a Ph.D. from the University of Chicago, and between college and graduate school he worked for Roll and Ross Asset Management in George J. Mailath Los Angeles. He is an Associate Editor of the Journal of Finance. Most Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, of his work, both theoretical and empirical, is in the area of School of Arts and Sciences consumer financial services, mutual funds and consumer credit in particular. He has also published work on corporate and political Professor Mailath received his Ph.D. in economics from Princeton voting, option pricing, short selling, and cross-border taxation. University in 1985. He is a Fellow of the American Academy of Arts and Sciences and of the Econometric Society. He served on the Gideon Parchomovsky Council of the Econometric Society 2013-2015 and on the Council of Robert G. Fuller, Jr. Professor of Law the Game Theory Society 2005-2011 and is one of the founders of the journal Theoretical Economics. He has been a member of the Executive Professor Parchomovsky received his LL.B. from the Hebrew and Supervisory Committee of CERGE-EI, Prague, Czech Republic, University of Jerusalem in 1993, his LL.M. from the University of since 2013. He was editor of Theoretical Economics and has served as an California at Berkeley in 1995, and his S.J.D. from Yale Law School in associate editor or editorial board member of Econometrica, the Review 1998. Prior to joining the Penn Law faculty in fall 2002, Professor of Economic Studies, the Journal of Economic Theory, Games and Economic Parchomovsky served as an Associate Professor at Fordham Law Behavior, the International Economic Review, and Economic Theory. He School and a Visiting Lecturer at Yale Law School. His research was co-editor of the Econometric Society Monograph Series and has interests include intellectual property law and property theory. His been a member of the Economics Advisory Panel of the National recent work focuses on unlocking synergies among sub-fields of Science Foundation. His research interests include the organization of intellectual property and devising innovative mechanisms for the firm, noncooperative game theory, evolutionary game theory, protecting property entitlements. social norms, and the foundations of reputations, law, and authority.

ASSOCIATE FACULTY

ASSOCIATE FACULT Y

Elizabeth Pollman Professor of Law; Co-Director, Institute for Law and Economics

Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the distinctive governance of venture-backed startups, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights. She is an active member of the Corporate Laws Committee of the American Bar Association and has served on the National Business Law Scholars Conference Board and the AALS Business Associations Executive Committee. Before joining the Penn Law faculty, Pollman taught at Loyola Law School, Los Angeles, and was a visiting professor at the University of Sydney and UC Berkeley School of Law. She was previously a fellow at the Rock Center for Corporate Governance at Stanford Law School. She practiced law at Latham & Watkins in Silicon Valley and Los Angeles and served as a clerk for Judge Raymond C. Fisher of the Ninth Circuit Court of Appeals. She earned both her BA and JD, with distinction, from Stanford University.

Andrew W. Postlewaite

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

Professor Postlewaite received his Ph.D. from Northwestern University in 1974 and joined the Penn faculty from the University of Illinois in 1980. He is past editor of American Economic Journal: Microeconomics, past editor of the International Economic Review and past co-editor of Econometrica. He is emeritus director of the National Bureau of Economic Research and has served on the Executive Committee of the American Economic Association. He has published widely in the areas of strategic behavior and industrial organization.

Michael R. Roberts

William H. Lawrence Professor of Finance, The Wharton School

In addition to his position at the Wharton School, Michael R. Roberts is a Research Associate of the National Bureau of Economic Research. Professor Roberts earned his B.A. in Economics from the University of California at San Diego, and his M.A. in Statistics and Ph.D. in Economics from the University of California at Berkeley. His research spans corporate finance, banking, and asset pricing. Recent work has examined issues at the intersection of macroeconomics and finance including the role of government borrowing in affecting the supply of credit to and investment

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behavior of corporations. His research has received several awards including two Brattle Prizes for Distinguished Paper published in the Journal of Finance, a Jensen Prize for best paper on Corporate Finance and Organizations published in the Journal of Financial Economics, and Best Paper awards from the Financial Management Association, Southwestern Finance Association, and Rodney L. White Center for Financial Research. Professor Roberts has served on numerous journal editorial boards, including the Journal of Finance of which he was a co-editor. In addition to his research, Professor Roberts has earned many teaching awards. At the Wharton School, his accolades include the David W. Hauk Award, three Excellence in Teaching awards, and multiple nominations for the Helen Kardon Moss Anvil Teaching Award. While at Duke University, he won the Daimler-Chrysler Core Teaching Award at the Fuqua School of Business. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in Finance, Economics, and Statistics. Outside of academia, Professor Roberts has worked as a financial engineer and consultant, providing service to many financial and nonfinancial corporations.

Reed Shuldiner

Alvin L. Snowiss Professor of Law

Professor Shuldiner is a recognized expert in the taxation of financial instruments and transactions. His area of research is taxation and tax policy. His current research includes the taxation of risk under income, wealth and consumption taxes, and the viability and effects of a federal wealth tax (with David Shakow). Professor Shuldiner is Deputy Dean at Penn Law for 2019-20 and served as Associate Dean at Penn Law from 2000–02. During spring 2005, Professor Shuldiner was the William K. Jacobs, Jr. Visiting Professor of Law at Harvard Law School. He was a Visiting Assistant Professor at Yale Law School during 1994–95. Before joining the Penn law faculty in 1990, he served in the Office of Tax Legislative Counsel of the U.S. Department of the Treasury, was counsel to the law firm of Cadwalader, Wickersham 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 written on law and religion, and poetry and law. He has served on the oversight board for Puerto Rico since 2016.

Lucian (Luke) Taylor

Associate Professor of Finance, The Wharton School

Lucian (Luke) Taylor earned his AB from Princeton University and MBA and PhD in Finance from the University of Chicago Booth School of Business. Professor Taylor’s primary areas of research are empirical corporate finance and asset management. His research focuses on two main themes: structural estimation in corporate finance, and understanding the skill of important financial actors like CEOs and active fund managers. His articles have appeared in the Journal of Finance, Journal of Financial Economics, Review of Financial Studies, as well as nonacademic outlets such as the Wall Street Journal, CNN Money, and Forbes. His research has received the Fama/DFA Prize for best paper in the Journal of Financial Economics, Rothschild Caesarea Center Best Paper Award, Marshall Blume Prize, Jacobs Levy Prize, and the NASDAQ Award. Professor Taylor is an associate editor at the Journal of Financial Economics and Review of Finance. Since joining Wharton, Professor Taylor has taught Venture Capital and the Finance of Innovation (FNCE 250/750) to undergraduate, MBA, and executive MBA students.

Michael L. Wachter

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

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

Susan M. Wachter

Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Professor of City and Regional Planning, Penn Design; Co-Director, Penn Institute for Urban Research

From 1998 to 2001, as Assistant Secretary for Policy Development and Research, U.S. Department of Housing and Urban Development, Dr. Wachter served as the senior urban policy official and principal advisor to the Secretary on overall HUD policies and programs. At Wharton, Dr. Wachter was Chairperson of the Real Estate Department and Professor of Real Estate and Finance from July 1997 until her 1998 appointment to HUD. She founded and currently serves as Director of Wharton’s Geographical Information Systems Lab. Dr. Wachter served as a member of the Board of Directors of the Beneficial Corporation from 1985 to 1998 and of the MIG Residential REIT from 1994 to 1998 and of Momentum Realty from 2013 to 2017. She was the editor of Real Estate Economics from 1997 to 1999 and serves on the editorial boards for several real estate journals. Dr. Wachter has been a member of the Advanced Studies Institute of the Homer Hoyt Institute since 1989. Wachter cofounded and is co-director of the Institute for Urban Research at Penn. She is author of more than 150 scholarly publications and is the recipient of several awards for teaching excellence at The Wharton School. Dr. Wachter currently serves on the National Housing Advisory Council of Fannie Mae and is currently a member of the Financial Research Advisory Committee of the Office of Financial Research of the U.S. Department of Treasury.

Amy Wax

Robert Mundheim Professor of Law

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

Bilge Yilmaz

Wharton Private Equity Professor, Professor of Finance, The Wharton School

Prior to his current appointment, Bilge Yılmaz taught at the Graduate School of Business, Stanford University, and held visiting positions at the University of Chicago and INSEAD. He received his BS degrees in Electrical Engineering and Physics from Bo˘gaziçi University, and his PhD in Economics from Princeton University. His research focuses on corporate finance, political economy and game theory. Recently, he has written articles on corporate governance, credit rating agencies, hedge funds, private equity, security design, short-selling constraints, corporate bankruptcy, predatory lending and strategic voting.

ASSOCIATE FACULTY

PUBLICATIONS AND PAPERS

Listed below is a sampling of recently published papers and work in progress by members of the Associate Faculty of the Institute for Law and Economics. ILE maintains a series of research papers and provides copies—electronic or paper—to interested parties upon request to ile@law.upenn.edu. The Institute is a member of the Legal Scholarship Network (LSN), a subset of the Social Science Research Network. Current ILE research papers are posted in the University of Pennsylvania Law and Economics Research Paper Series on the LSN Web site. Abstracts as well as complete papers can be downloaded (www.ssrn.com/link/penn-lawecon.html). Faculty appointments are in the University of Pennsylvania Carey Law School unless otherwise noted. David Abrams, Professor of Law, Business Economics, and Public Policy

Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science

The Law and Economics of Stop-and-Frisk, 46 Loy. L. Rev. 369 (2014).

The Regulator’s Handbook (Brookings Institution Press, forthcoming).

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

Who Wins, Who Loses: Inequality and the Distribution of Regulatory Impacts (Brookings Institution Press, forthcoming).

Uncertainty > Risk: Lessons for Legal Thought from the Insurance Runoff Market, __ B. C. L. Rev. __ (forthcoming 2020) (reviewed in Jotwell 6/2/2020). How Liability Insurers Protect Patients and Improve Safety (with C. Silver), 68 DePaul L. Rev. 209 (2019). Behavioral Economics, Decumulation, and the Regulatory Strategy for Robo Advice (with B. Dellaert), in The Disruptive Impact of Fintech on Retirement Systems, Olivia S. Mitchell, ed. (forthcoming 2019). Mutually Assured Protection Among Large U.S. Law Firms (with R. Swedloff), 24 Conn. Ins. L. J. 1 (2018). Regulating Robo Advice Across the Financial Services Industry (with B. Dellaert), 103 Iowa L. Rev. 713 (2018) (featured in the Harvard Law School Forum on Corporate Governance and Financial Regulation, April 5, 2017). In Defense of the Restatement of Liability Insurance Law (with K.Logue), 24 George Mason L. Rev. 767 (2017). William W. Bratton, Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics Corporate Law and The Myth of Efficient Market Control (with S. Sepe), 105 Cornell L. Rev. __ (forthcoming 2020).

M aking Regulation Work: Improving the World Through Better Regulatory L aw and Policy (Edward Elgar, forthcoming). Deploying Machine Learning for a Sustainable Future, in Daniel Esty, ed., A Better Planet: Forty Big Ideas for a Sustainable Future (Yale University Press, forthcoming). Pledging, Populism, and the Paris Agreement: The Paradox of a Management-Based Approach to Global Governance, 34 Md. J. of Int’l L. 139 (2020). Dimensions of Delegation, 167 Univ. of Pa. L. Rev. 1849 (2019). Private Standards and the Benzene Case: A Teaching Guide (with G. Scheffler), 71 Admin. L. Rev. 355 (2019). Management-Based Regulation (with S. Starobin), in Kenneth R. Richards and Josephine van Zeben, eds., Policy Instruments in Environmental Law (Edward Elgar, forthcoming). Getting the Blend Right: Public-Private Partnerships in Risk Management, in Howard Kunreuther, Robert J. Meyer, and Erwann O. Michel-Kerjan, eds., The Future of Risk Management (Univ. of Pennsylvania Press, forthcoming). Transparency and Algorithmic Governance (with D. Lehr), 71 Admin. L. Rev. 1 (2019).

Collected Lectures and Talks on Corporate Law, Legal Theory, History, Finance, and Governance, 42 Seattle U. L. Rev. 756 (2019).

Optimizing Regulation for an Optimizing Economy, 4 Univ. of Pa. J. Law & Pub. Affairs 1 (2018).

The New Bond Workouts (with A. Levitin), 166 U. Pa. L. Rev. 1597 (2018).

The Contribution of the Social Sciences to Policy and Institutional Change (with ten co-authors), in International Panel on Social Progress, Rethinking Society for the 21st Century, 3: 843-882 (Cambridge University Press, 2018).

Corporate Finance: C ases and M aterials (8th ed., Foundation Press 2016). Howard F. Chang, Earle Hepburn Professor of Law The Economics of Immigration Reform, 52 UC Davis L. Rev. 111 (2018).

Improving Regulatory Analysis at Independent Agencies, 67 Am. U. L. Rev. 733 (2018) (Reprinted in Revista de Direito Administraivo 277:15-47 (2018)). Chevron’s Interstitial Steps, 85 Geo. Wash. L. Rev. 1339 (2017).

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What Congress’s Repeal Efforts Can Teach Us About Regulatory Reform (with G. Scheffler), 3 Admin. L. Rev. Accord 43 (2017). Style Matters: On the Role of Pattern Analysis in the Study of Regulation, in Thomas F. Burke and Jeb Barnes, eds., Varieties of Legal Order: The Politics of Adversarial and Bureaucratic Legalism 178-191 (Routledge, 2017).

Vincent Glode, Associate Professor of Finance, The Wharton School Over-the-Counter vs. Limit-Order Markets: The Role of Traders' Expertise (with C. Opp), 33 Rev. Fin. Stud. 866 (Feb. 2020). Voluntary Disclosure in Bilateral Transactions (with C. Opp and X. Zhang), 175 J. Econ. Th. 652 (May 2018).

Improving the Administrative State with Machine Learning (with D. Lehr), 42 Admin. & Reg. L. News 7 (2017).

Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School

Regulating by Robot: Administrative Decision-Making in the Machine Learning Era (with D. Lehr), 105 Geo. L.J. 1147 (2017).

Monetary Stimulus and Bank Lending, (with I. Chakraborty & A. MacKinlay), J. of Fin. Econ. (forthcoming).

Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics

Good Disclosure, Bad Disclosure (with L. Yang), 131:1 J. of Fin. Econ. 118 (Jan. 2019).

Shareholder Collaboration (with S. Sepe), 98 Tex. L. Rev. 683 (2020). Defined Contribution Plans and the Challenge of Financial Illiteracy (with A. Lusardi & A. Hasler). 105 Cornell L. Rev. __ (forthcoming 2020). The Uncertain Stewardship Potential of Index Funds in Global Shareholder Stewardship: Complexities, Challenges and Possibilities (Cambridge University Press, Dionysia Katelouzou & Dan W. Puchniak eds., forthcoming 2020). The New Titans of Wall Street: A Theoretical Framework for Passive Investors (with A. Hamdani & S. Davidoff Solomon), 168 U. Pa. L. Rev. 73 (2019) — selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2019. Mootness Fees (with M. Cain, S. Davidoff Solomon & R. Thomas), 72 Vand. L. Rev. 1777 (2019). Centros, California’s “Women on Boards” Statute and the Scope of Regulatory Competition (with S. Davidoff Solomon), 20 Eur. Bus. Org. L. Rev. 493 (2019). The Problem of Sunsets (with S. Davidoff Solomon), 99 B.U. L. Rev. 1057 (2019). The Myth of Morrison: Securities Fraud Litigation Against Foreign Issuers (with R. Bartlett & S. Davidoff Solomon), 74 Bus. Law. 1967 (2019). Is Sustainability Disclosure Sustainable?, 107 Geo. L. J. 923 (2019). Boilermakers and the Contractual Approach to Litigation Bylaws in The Corporate Contract In Changing Times: Is the Law Keeping Up? (U. Chi. Press, William Savitt, Steven Davidoff Solomon, Randall Thomas eds., 2019). The Emergence of the Robo Adviser (with M. Labouré and J. Turner), The Disruptive Impact of FinTech on Retirement Systems (Oxford Univ. Press, Oliva S. Mitchell, ed., 2019). Governance by Contract: The Implications for Corporate Bylaws, 106 Cal. L. Rev. 373 (2018) – selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2018. The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Klick and J. Gelbach), 96 Tex. L. Rev. 553 (2018) – selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2018.

Government Guarantees and Financial Stability (with F. Allen, E. Carletti & A. Leonello), 177 J. of Econ. Th. 518 (Sept. 2018). Stress Tests and Information Disclosure (with Y. Leitner), 177 J. of Econ. Th. 34 (Sept. 2018). Housing Price Booms and Crowding-Out Effects in Bank Lending (with I. Chakraborty & A. MacKinlay), 31:7 Rev. Fin. Stud. 2806 (July 2018). Investor Flows and Fragility in Corporate Bond Funds (with H. Jiang & D. Ng), 126:3 J. of Fin. Econ. 592 (Dec. 2017). Incentives for Information Production in Markets where Prices Affect Real Investment (with J. Dow & A. Guembel), 15:4 J. of Eur. Econ. Assoc. 877 (Aug. 2017). Lawrence A. Hamermesh, Executive Director, Institute for Law & Economics, and Professor Emeritus, Widener University Delaware Law School (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, __ Del. J. Corp. L. __(forthcoming 2020). Delaware Corporate Fiduciary Law: Searching for the Optimal Balance (with L. Strine, Jr.), in Oxford Handbook of Fiduciary L aw (Oxford Univ. Press, Evan J. Criddle, Paul B. Miller, and Robert H. Sitkoff, eds., 2019). The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors (co-editor, with D. Frankle, M. Halloran and P. Vella), ABA Business Law Section (2019). Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies (with M. Wachter), 73 Bus. Law 961 (Fall 2018). Lyman Johnson’s Invaluable Contribution to Delaware Corporate Jurisprudence (with J. Jacobs), 74 Wash. & Lee L. Rev. 909 (2017). The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation (with M. Wachter), 42 J. Corp. L. 597 (2017). Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center International Coordination of Supervision: Why has it Grown? Will it be sustained? 10:2 J. Fin. Econ. Pol. 213 (July 2018).

The Evolving Complexity of Capital Regulation, 53 J. Fin. Serv. Res. 2 (June 2018). Shadowing Capital Regulation: 1986-2015, in Financial Regulation: Essays in Honor of George K aufman, World Scientific (2018). David Hoffman, Professor of Law, University of Pennsylvania Law School Transactional Scripts in Contract Stacks (with Cohney), __ Minn. L. Rev. __ (forthcoming 2020). Hushing Contracts (with E. Lampmann), __ Wash U L. Rev. ___ (forthcoming 2019). Coin-Operated Capitalism (with S. Cohney, J. Sklaroff and D. Wishnick), 119 Colum. L. Rev. 591 (2019). Relational Contracts of Adhesion, 85 U. Chi. L. Rev. 1395 (2018). Law and Psychology Grows Up, Goes Online, and Replicates (with K. Irvine and T. Wilkinson-Ryan), 15 J. Emp. Leg. Stud. 1 (2018). From Promise to Form: How Contracting Online Changes Consumers, 91:6 N.Y.U. L. Rev. 1595 (2017). Contract Consideration and Behavior (with Z. Eigen), 85 Geo. Wash. L. Rev. 351 (2017). Robert W. Holthausen, The Nomura Securities Co. Professor, Professor of Accounting and Finance, The Wharton School

Corporate Valuation: Theory, Evidence and Practice (with M. Zmijewski), Cambridge Business Publishers (2020)(2nd ed). Robert P. Inman, Richard King Mellon Professor of Finance (Emeritus); Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School

Democratic Federalism: Economics, Politics, and L aw of Federal Governance. (with D. Rubinfeld) (Princeton University Press, 2020). Deterring Property Tax Delinquency in Philadelphia: an Experimental Evaluation of Nudge Strategies, 72.3 Nat’l Tax J. 479 (2019). Jonathan Klick, Professor of Law The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Fisch & J. Gelbach), 96 Tex . L. Rev. 553 (2018).

The L aw and Economics of Federalism, ed. (Edward Elgar Publishing 2017). Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy Steiner v. Utah: Designing a Constitutional Remedy (with R. Mason) 95 Tax Notes State 845 (2020).

The Economic Foundation of the Dormant Commerce Clause (with R. Mason), 103 Va . L. Rev. 309 (2017). Prejudgment Interest (with J. Colon), chapter 16 in L itigation Services Handbook (6th ed. 2017). George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Learning under Diverse Views: Model-Based Inference, 110 A mer. Econ. Rev. 1464 (2020). The Curse of Long Horizons (with V. Bhaskar), 82 J. of Mathematical Econ. 74 (2019). Modeling Strategic Behavior, World Scientific (2019). Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law Beyond Intermediation: A New (FinTech) Model for Securities Holding Infrastructures, 22 U. Pa . J. Bus. L. 386 (2020). An Essay on Pluralism in Financial Infrastructure Design: The Case of Securities Holding in the United States, in Financial M arket Infrastructure: L aw and Regulation (Jens-Hinrich Binder & Paolo Saguato Eds., Oxford University Press, forthcoming 2020). Lost in Transplantation? Modern Principles of Secured Transactions Law as Legal Transplants, in Secured Transactions L aw in Asia: Principles, Perspectives and Reform (Louise Gullifer & Dora Neo Eds., Oxford, Hart Publishing, forthcoming 2020) David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School What do Consumers’ Fund Flows Maximize? Evidence from their Brokers’ Incentives (with S. Christoffersen & R. Evans), 68:1 J. Fin. 201 (Feb. 2013). Gideon Parchomovsky, Robert G. Fuller Jr. Professor of Law The Agent’s Problem (with A. Eckstein), 70 Duke L. J. __ (forthcoming 2020). Corporate Law for Good People (with Y. Feldman & A. Libson), 115 Nw. U. L. Rev. __ (forthcoming 2020). Reversing the Fortunes of Active Funds (with A. Libson), 99 Texas L. Rev. (forthcoming 2019). Toward a Horizontal Fiduciary Duty in Corporate Law (with A. Eckstein), 102 Cornell L. Rev. 1319 (2019). Toward the Personalization of Copyright Law (with A. Libson), 86 U. Chi. L. Rev. 527 (2019). Partial Takings (with A. Bell), 117 Colum . L. Rev. 2043 (2017).

Why the Supreme Court Should Grant Certiorari in Steiner v. Utah (with R. Mason) 95 Tax Notes State 377 (2020).

The Value of the Right to Exclude: An Empirical Assessment (with J. Klick), 165 U. Pa . L. Rev. 917 (2017).

The Tax Cut and Jobs Act’s Incorporation “Incentives,” Issue Brief, Penn Wharton Public Policy Initiative, vol. 7, no. 8, October 2019.

Elizabeth Pollman, Professor of Law; Co-Director, Institute for Law and Economics

The Dormant Foreign Commerce Clause After Wynne (with R. Mason), 39 Va . L. Rev. 357 (2020). The TCJA and the Questionable Incentive to Incorporate, Part 2, 162 Tax Notes 1447 (2019). The TCJA and the Questionable Incentive to Incorporate, 162 Tax Notes 977 (2019). The Modigliani-Miller Theorem at 60: The Long-Overlooked Legal Applications of Finance’s Foundational Theorem, 36 Yale J. on Reg. Bulletin 1 (2018). Taxation, Competitiveness, and Inversions: A Response to Kleinbard, 155 Tax Notes 619 (2017).

Private Company Lies, __ Geo. L.J. __ (forthcoming 2020). Startup Governance 168 U. Pa . L. Rev. 155 (2019). Corporate Oversight and Disobedience, 72 Vand. L. Rev. 2013 (2019). Corporate Disobedience, 68 Duke L.J. 709 (2019)

Business Organizations: A Contemporary Approach (with A. Palmiter & F. Partnoy) (3d ed., West 2019).

Corporate Governance Beyond Economics, in Corporate Contract in Changing Times: Is The L aw Keeping Up? (University of Chicago Press, S. Davidoff Solomon & R. Stuart Thomas eds., 2019).

Do Funds Make More When They Trade More? (with L. Pastor & R. Stambaugh), 72 J. Fin. 1483 (2017). Intangible Capital and the Investment-q Relation (with R. Peters), 123 J. Fin. Econ. 251 (2017).

Quasi Governments and Inchoate Law: Berle’s Vision of Limits on Corporate Power, 42 Seattle U. L. Rev. 617 (2019) (Berle X Symposium: “Berle and His World”).

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

Social and Asocial Enterprise, in The C ambridge Handbook of Social Enterprise L aw (Cambridge University Press, B. Means & J. Yockey eds., 2018).

Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies (with L. Hamermesh), 73 Bus. L aw 961 (Fall 2018).

Regulatory Entrepreneurship (with J. Barry), 90 S. C al . L. Rev. 383 (2017).

The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation (with L. Hamermesh), 42 J. Corp. L. 597 (2017).

The Supreme Court’s View of Corporate Rights: Two Centuries of Evolution and Controversy (with M. Blair) in Corporations and A merican D emocracy (Harvard University Press, N. Lamoreaux & W. Novak, eds., 2017). Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School

Susan M. Wachter, Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research Why the Ability-to-Repay Rule is Vital to Financial Security (with P. McCoy), 108:3 Georgetown L. Rev. (forthcoming Feb. 2020).

Economics: Between Prediction and Criticism (with I. Gilboa, L. Samuelson & D. Schmeidler), Int'l Econ. Rev. (2018).

Mortgage Risk Premiums during the Housing Bubble (with A. Levitin & D. Lin), J. of Real Est. Fin. & Econ. (forthcoming).

Laws and Authority (with G. Mailath & S. Morris), 71:1 Res. Econ. 32 (2017).

Endowments and Minority Homeownership (with A. Acolin & D. Lin), 21:1 Cityscape 5 (Mar. 2019).

Optimism and Pessimism with Expected Utility (with D. Dillenberger & K. Rozen), 71 J. of the Eur. Econ. A ssoc. 32 (2017).

Credit Risk, Informed Markets, and Securitization, 24:3 Econ. Pol'y. Rev. 117 (Dec. 2018).

Premuneration Values and Investments in Matching Markets (with G. Mailath & L. Samuelson), 127 Econ. J. 2041 (2017). A Dynamic Non-direct Implementation Mechanism for Interdependent Value Problems (with R. McLean), 101 Games & Econ. Behavior 34 (2017). Michael R. Roberts, William H. Lawrence Professor of Finance, The Wharton School This History of the Cross-Section of Stock Returns (with J. Linnainmaa), Rev. Fin. Stud. (forthcoming). Reed Shuldiner, Alvin L. Snowiss Professor of Law Marginal Rates Under the TCJA, 159 Tax Notes 1911 (June 25, 2018). Was the AMT Effectively Repealed?, 159 Tax Notes 495 (April 23, 2018). David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law Distorted Choice in Corporate Bankruptcy, __ YALE L.J. __ (forthcoming, 2020). Bankruptcy’s Uneasy Shift to a Contract Paradigm (with G. Triantis), 166 U. Pa . L. Rev. 1777 (2018). The Empty Idea of ‘Equality of Creditors’, U. Pa . L. Rev. (forthcoming, 2017). The Bylaw Puzzle in Delaware Corporate Law, 72 Bus. L aw. 1 (2016/2017). Lucian (Luke) Taylor, Associate Professor of Finance, The Wharton School Sustainable Investing in Equilibrium (with L. Pastor & R. Stambaugh), __ J. Fin. Econ. __ (forthcoming 2020). Fund Tradeoffs (with L. Pastor & R. Stambaugh), __ J. Fin. Econ. __ (forthcoming 2020).

REIT Capital Structure Choices: Preparation Matters (with A. Pavlov & E. Steiner), 46:1 Real Est. Econ. 160 (Feb. 2018). The Consequences of REIT Index Membership for Return Patterns (with A. Pavlov & E. Steiner), 46:1 Real Est. Econ. 210 (Feb. 2018). Credit Risk Transfer and the Sustainability of Housing Finance, Testimony for U.S. Congressional Subcommittee on Housing and Insurance (Dec. 2017). Amy Wax, Robert Mundheim Professor of Law The Third Parent Problem: Obergefell and Parent-Child Relations, forthcoming in the Nat'l Aff (Winter 2019). Trust Me I’m an Expert: Scientific and Legal Expertise in Scalia’s Jurisprudence, in Scalia's Constitution: Essays on Law and Education 103 (Palgrave, Fall 2018). What’s the Problem with Gatekeeping?, forthcoming in The Weekly Standard (Summer 2018). Debating Immigration Restriction: the Case for Low and Slow, 16 Geo. J. of L. and Pub. Pol . (forthcoming, Summer 2018). The Perils of the Quest for Equal Results, First Things (forthcoming 2018). Low Skill Immigration: A Case for Restriction (with Jason Richwine), American Affairs, (Nov. 2017). Family and Household Economics, chapter 12, in the Oxford Handbook of L aw and Economics (Winter 2017). Educating the Disadvantaged, 32 Nat’l Aff. (Spring 2017). Educating the Disadvantaged: Two Models, 40 Harv. J.L. & Pub. Pol’y 687 (Fall 2017). The Poverty of the Neuroscience of Poverty: Policy Payoff or False Promise?, 57 Jurimetrics 239 (2017).

Inefficiencies and Externalities from Opportunistic Acquirers (with D. Li & W. Wang), 130 J. Fin. Econ. 265 (2018).

PUBLICATIONS AND PAPERS

ASSOCIATE FACULT Y

INSTITUTE FOR LAW AND ECONOMICS

ILE INVESTORS 2019-2020 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 Joseph Frumkin and Sullivan & Cromwell LLP Robert L. Friedman Wachtell, Lipton, Rosen & Katz Sponsors $10,000 to $24,999 Analysis Group Apollo Capital Management, L.P. Ashe Capital Management Bernstein Litowitz Berger & Grossmann LLP Martin J. Bienenstock Cadwalader, Wickersham & Taft LLP Cooley LLP Cornerstone Research Cravath, Swaine & Moore LLP Debevoise & Plimpton LLP Dechert LLP Delaware Department of State DuPont Evercore John G. Finley FMC Corporation Fried Frank Joel E. Friedlander Freshfields Bruckhaus Deringer Eduardo Gallardo

Joseph D. Gatto Goldman, Sachs & Co. Perry Golkin, Mrs. Donna Oâ&#x20AC;&#x2122;Hara Golkin, and The Perry and Donna Golkin Family Foundation Holland & Knight, LLP Leon C. Holt, Jr. Houlihan Lokey Hughes Hubbard & Reed LLP Innisfree M&A Incorporated Sarkis Jebejian and Kirkland & Ellis LLP Roy J. Katzovicz Lazard Daniel Lee Ted S. Lodge MacAndrews & Forbes Incorporated MacKenzie Partners, Inc. Merck & Co., Inc. Morgan, Lewis & Bockius LLP Morris, Nichols, Arsht & Tunnell LLP Potter Anderson & Corroon LLP Allan N. Rauch Richards, Layton & Finger, P.A. Ropes & Gray LLP Seyfarth Shaw LLP Shearman & Sterling LLP Simpson Thacher & Bartlett LLP Skadden, Arps, Slate, Meagher & Flom LLP

Vanguard White & Case LLP Wilson Sonsini Goodrich & Rosati Young Conaway Stargatt & Taylor, LLP Members $5,000 to $9,999 Jeffrey M. Gorris Myron J. Resnick Kenneth W. Willman Donors $1,000 up to $4,999 Christopher Foulds Mary J. Grendell James A. Ounsworth Helen P. Pudlin

INSTITUTE INVESTORS

LECTURES

Institute for Law & Economics University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104â&#x20AC;&#x201C;6204 215.898.7719, www.law.upenn.edu/ile/ June 2020

Michael L. Wachter, Co-Director William B. and Mary Barb Johnson Professor of Law and Economics 215.898.7852 mwachter@law.upenn.edu

Elizabeth Pollman, Co-Director Professor of Law 215.898.4564 epollman@law.upenn.edu

Jill E. Fisch, Co-Director Saul A. Fox Distinguished Professor of Business Law 215.746.3454 jfisch@law.upenn.edu

Lawrence A. Hamermesh, Executive Director 215.746.4576 lhamerme@law.upenn.edu

William W. Bratton, Co-Director Nicholas F. Gallicchio Professor of Law 215.898.6911 wbratton@law.upenn.edu

Nadia Jannetta, Managing Director 215.898.7719 njannett@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 Pennâ&#x20AC;&#x2122;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.

ILE Annual Report 2019-2020

Articles inside

Publications and Papers

Curricular Partnerships

Distinguished Jurist

Insights from Regulation

Fall 2019

Chancery Court Programs, Spring, 2019

Chancery Court Programs, Spring, 2020

Insights from Practice