ILE Annual Report 2016-2017

INSTITUTE FOR

LAW & ECONOMICS ANNUAL REPORT 2016–17 —

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 and Officers: 7 Roundtable Programs: 9 Corporate Roundtable, Spring 2017: 10 Corporate Roundtable, Fall 2016: 12 Corporate Roundtable, Spring 2016: 14 Corporate Roundtable, Fall 2015: 14 Corporate Roundtable, Spring 2015: 16 Corporate Roundtable, Fall 2014: 16

Panel Programs: 19 Chancery Court Program, March 28, 2017: 20 Chancery Court Program, February 21, 2017: 22 Chancery Court Programs, Spring 2016: 24

Lectures: 27 Law and Entrepreneurship: 28 Distinguished Jurist: 30 Past Lectures: 32

Academic Events: 35 Goethe/Penn Conference on Law & Finance: 36 NYU/Penn Conference, Spring 2017: 38 Penn/NYU Conference, Spring 2016: 38 ILE/Wharton Finance Seminars: 40 Curricular Partnerships: 42

Delaware Oral History Project: 44 Associate Faculty: 48 Publications and Papers: 56

Institute Investors: 59

MESSAGE FROM THE CO - CHAIRS

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

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he Institute’s programs have become increasingly important, 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.

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 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 Marty Lessner, Victor Lewkow, Jennifer Muller, Robert Mundheim, and Anne Robinson 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 Benefactors Bob Friedman and Skadden, Arps, Slate, Meagher & Flom LLP (through Eric Friedman). Their extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to both of them.

Michael Wachter, Bill Bratton, and Jill Fisch continued to be truly outstanding leaders of the Institute. The codirectors’ 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 worldrenowned as a major forum for substantive discussions of topical issues relevant to corporations and their legal and financial advisors. This year, we also welcomed the addition of Larry Hamermesh, who joined ILE as our Executive Director. Finally, we are very grateful for the outstanding efforts of Nadia Jannetta, our Senior Manager, in making ILE run so efficiently.

CHARLES “CASEY” COGUT Simpson Thacher & Bartlett LLP JOSEPH B. FRUMKIN Sullivan & Cromwell LLP September 2017

MESSAGE FROM THE CO-CHAIRS

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BOARD OF ADVISORS

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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– 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

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

Stacy Fox Vice President and Assistant General Counsel E. I. du Pont de Nemours and Company Wilmington, DE

Stephen Fraidin Vice Chairman Pershing Square Capital Management 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

INSTITUTE FOR LAW AND ECONOMICS

BOARD OF ADVISORS

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

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

Joseph D. Gatto Perella Weinberg 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

Michael J. Holston Executive Vice President and General Counsel Merck & Co., Inc. Kenilworth, NJ

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

Hon. Jack B. Jacobs Justice, Delaware Supreme Court, 2003–2014 Sidley Austin LLP New York, NY, and Wilmington, DE

Sarkis Jebejian Kirkland & Ellis LLP New York, NY

Brendan R. Kalb General Counsel AQR Capital Management, LLC Greenwich, CT

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

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

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

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

BOARD OF ADVISORS

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BOARD OF ADVISORS

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

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

Victor Lewkow Cleary Gottlieb Steen & Hamilton LLP New York, NY

Simon M. Lorne Vice Chairman and Chief Legal Officer Millennium Management LLC New York, NY

Jennifer Muller Managing Director Houlihan Lokey San Francisco, CA

Robert H. Mundheim Shearman & Sterling New York, NY

G. Daniel O’Donnell Dechert LLP Philadelphia, PA

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 Vice President - Legal and General Counsel Bed Bath & Beyond Inc. Union, NJ

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

Ann Robinson Managing Director and General Counsel Vanguard Wayne, PA

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

James Rossman Managing Director Lazard Freres New York, NY

INSTITUTE FOR LAW AND ECONOMICS

BOARD OF ADVISORS

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

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

Richard D. Smith Nelson Mullins Riley & Scarborough LLP New York, NY

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

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

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

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

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

Peter L. Welsh Ropes & Gray LLP Boston, MA

Gregory P. Williams Richards, Layton & Finger, P.A. Wilmington, DE

Donald J. Wolfe, Jr. Potter Anderson & Corroon LLP Wilmington, DE

Christopher Young Managing Director and Head of the Contested Situations Practice Credit Suisse New York, NY

BOARD OF ADVISORS

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MESSAGE FROM THE DEAN

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

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LE is at the forefront of cross-disciplinary programming and serves as a model for bridge-building between disciplines by creating ties between schools, between faculty members, between students, and between 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 questions that concern all of these fields. The Institute proves that when you bring the right people — judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more — to convene outside of their own niches, remarkably original insights are generated.

Penn Law’s commitment to a cross-disciplinary mission continues to grow even stronger, as we create new partnerships within the University and pursue the cross-disciplinary vision that is at the core of the Institute for Law and Economics and its programs. It is no longer enough to approach complicated questions such as financial regulation, shareholder empowerment, or investment management solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to 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 medium form mergers, current U.S. policy priorities, advisor liability, and the duty of care under both 102(b)(7) and Caremark.

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INSTITUTE FOR LAW AND ECONOMICS

We are proud of the generous support the Institute receives from contributors who understand the importance of what we do and the unique position the Institute holds. Many of the ILE contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events.

ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, have my particular thanks for their many exceptional contributions.

Like all who serve as advisors for ILE, Casey and Joe contribute their very valuable time and expertise, in addition to their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership.

I must also thank the three eminent professors who lead the Institute for Law and Economics — Michael Wachter, Jill Fisch, and Bill Bratton – as well as Larry Hamermesh, who joined us as the Executive Director this past fall. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind.

I look forward to the Institute’s continued growth and prosperity. 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 Law School September 2017

MESSAGE FROM THE DIRECTORS AND OFFICERS

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key aim of the Institute for Law and Economics is to host corporate law programs that provide a unique venue for high level conversations about important and timely issues in law and business among practitioners, lawmakers, and academics.

This year’s Corporate Roundtables continued that tradition of focusing on current issues in corporate law and governance. At the fall Roundtable, the first paper considered coercion and opportunism in out-of-court workouts of financially-distressed companies along with the disruptive effect of several recent federal judicial opinions on longstanding bond market practices. The second paper, an empirical analysis of waivers of the corporate opportunity doctrine, addressed contracting out of the fiduciary duty of loyalty and assessed whether such contracting was consistent with shareholder value. The afternoon panelists discussed the use of medium-form mergers in response to the adoption of Section 251(h) of the Delaware General Corporation Law. At our spring Roundtable, the first paper examined the inefficiencies and externalities of opportunistic acquirers. The second paper addressed short-termism and capital flows, contesting the claim that shareholder activism has triggered widespread disinvestment due to increased levels of share repurchases. The afternoon panel discussed the impact of cases holding out aiding and abetting liability for conflicted investment bankers advising sell-side boards of directors.

Our public lecture series featured three engaging speakers. The fall Law and Entrepreneurship Lecture was presented by David Rubenstein, Co-Founder and Co-CEO of the Carlyle Group. He spoke, among other things, about the immediate economic policy challenges facing the next U.S. president. Our spring Law and Entrepreneurship Lecture was delivered by Penn Law alumnus Greg Weinberger who presented an investment banker’s perspective on mergers and acquisitions. Our Distinguished Jurist lecturer, Antonio Weiss, Counselor to the Secretary of the U.S. Treasury, spoke about the role and importance of the Financial Stability Oversight Council.

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 John Coates from Harvard Law School, presenting “Why Have M&A Contracts Grown? Evidence from Twenty Years of Deals.” In the spring, Chester Spatt of Carnegie Mellon Tepper School of Business discussed the economics of credit rating agencies. In February, together with Wharton Finance and the Pollack Center for Law and Business at New York University, we co-sponsored the annual

Penn/NYU Law and Finance Conference, held at NYU. We also extended the reach of our academic programming to the international context for the first time, co-sponsoring a comparative conference on law and finance with Goethe University in Frankfurt.

Finally, with substantial encouragement and input from Delaware’s Chief Justice Leo E. Strine, Jr., we have commenced the Delaware Oral History Project. This project, in which many of our Board members are participating, will ultimately result in 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. 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 organizing and participating in our programs as well as providing valuable financial support. We continue to benefit from the generous involvement of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP. We are also pleased to welcome five new board members this year: Marty Lessner, Victor Lewkow, Jennifer Muller, Bob Mundheim, and Anne Robinson. Jennifer Muller is at Houlihan Lokey. Victor Lewkow is at Cleary Gottlieb Steen & Hamilton LLP. Bob Mundheim, the former Dean of Penn Law School, is with Shearman & Sterling LLP. Marty Lessner is the new representative from Young Conaway Stargatt & Taylor, LLP and Ann Robinson is the new representative from Vanguard. We also note that Richard Smith, who remains on the Board and had served as the representative of Reed Smith, moved to Nelson Mullins Riley & Scarborough LLP. We acknowledge the departure, due to retirement, of Jim Agger, Marcy Engel, and Heidi Stam 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; Perry Golkin 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, Senior Manager, Institute for Law and Economics

September 2017

MESSAGE FROM THE DIRECTORS AND OFFICERS

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

ROUNDTABLE PROGRAMS

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CORPORATE ROUNDTABLE

Inefficiencies and Externalities from Opportunistic Acquirers Di Li, Assistant Professor of Finance, J. Mack Robinson College of Business, Georgia State University Lucian Taylor, Assistant Professor of Finance, The Wharton School, University of Pennsylvania Wenyu Wang, Assistant Professor of Finance, Kelley School of Business, Indiana University If opportunistic acquirers can buy targets using overvalued shares, then there is an inefficiency in the merger and acquisition (M&A) market; the most overvalued rather than the highest-synergy bidder may buy the target. The authors quantify this inefficiency using a structural estimation approach. They find that the M&A market allocates resources efficiently on average. Opportunistic bidders crowd out high-synergy bidders in only 7% of transactions, resulting in an average synergy loss equal to 9% of the target’s value in these inefficient deals. The implied average loss across all deals is 0.63%. Although the inefficiency is small on average, it is large for certain deals, and it is larger when misvaluation is more likely. Even when opportunistic bidders lose the contest, they drive up prices, imposing a large negative externality on the winning synergistic bidders.

Short-termism and Capital Flows Jesse M. Fried, Dane Professor of Law, Harvard Law School Charles C.Y. Wang, Assistant Professor of Business Administration, Harvard Business School During the period 2005-2014, S&P 500 firms distributed to shareholders more than $3.95 trillion via stock buybacks and $2.45 trillion via dividends — $6.4 trillion in total. These shareholder payouts amounted to over 93% of the firms’ net income. Academics, corporate lawyers, asset managers, and politicians point to such shareholder-payout figures as compelling evidence that “short-termism” and “quarterly capitalism” are impairing firms’ ability to invest, innovate, and provide good wages.

The authors explain why S&P 500 shareholder-payout figures provide a misleadingly incomplete picture of corporate capital flows and the financial capacity of U.S. public firms. Most importantly, they fail to account for offsetting equity issuances by firms. The authors show that, taking into account issuances, net shareholder payouts by all U.S. public firms during the period 2005-2014 were in fact only about $2.50 trillion, or 33% of their net income. Moreover, much of these net shareholder payouts were offset by net debt issuances, and thus effectively recapitalizations rather than firm-shrinking distributions. After excluding marginal debt capital inflows, net shareholder payouts by public firms during the period 2005-2014 were only about 22% of their net income. In short, S&P 500 shareholder-payout figures are not indicative of actual capital flows in public firms, and thus cannot provide much basis for the claim that shorttermism is starving public firms of needed capital. The authors also offer three other reasons why corporate capital flows are unlikely to pose a problem for the economy.

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INSTITUTE FOR LAW AND ECONOMICS

APRIL 21, 2017 Welcome

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

Morning Session

Inefficiencies and Externalities from Opportunistic Acquirers Lucian Taylor, Assistant Professor of Finance, The Wharton School, University of Pennsylvania

c o mmentato r s

Richard De Rose, Houlihan Lokey Karin Thorburn, Research Chair Professor of Finance, Norwegian School of Economics

Short-termism and Capital Flows Jesse M. Fried, Dane Professor of Law, Harvard Law School

c o mmentato r s

Trevor Norwitz, Wachtell, Lipton, Rosen & Katz Colleen Honigsberg, Assistant Professor of Law, Stanford Law School

Afternoon Session Advisor Liability 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

Hon. Collins J. Seitz, Jr., Delaware Supreme Court Daniel Burch, Chairman & CEO, MacKenzie Partners, Inc. John G. Finley, Chief Legal Officer, The Blackstone Group L.P. Joel E. Friedlander, Friedlander & Gorris, P.A. Joseph B. Frumkin, Sullivan & Cromwell LLP Kurt N. Simon, Global Chairman of Mergers & Acquisitions, J.P. Morgan

1 Jesse Fried, Harvard Law School.

2 Colleen Honigsberg, Stanford Law School.

3 Daniel Burch, MacKenzie Partners, Inc. 4 Martin Lessner, Young Conaway Stargatt &

Taylor, LLP; Charles Cogut, Simpson Thacher & 1

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Bartlett, LLP; Hon. Collins Seitz, Jr., Delaware

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Supreme Court; John Finley, The Blackstone Group L.P.

5 Karin Thornburn, Norwegian School of Economics.

6 Richard DeRose, Houlihan Lokey.

7 Lucian Taylor, The Wharton School; Trevor Norwitz, Wachtell, Lipton, Rosen & Katz.

8 Front row: Joel Friedlander, Friedlander & Gorris, P.A.; Kurt Simon, J.P. Morgan; Joseph Frumkin,

Sullivan & Cromwell LLP; Back row: Elena Norman, Young Conaway Stargatt & Taylor, LLP; David Ross, Ross Aronstam & Moritz LLP.

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ROUNDTABLE PROGRAMS

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CORPORATE ROUNDTABLE

The New Restructuring: Coercion and Opportunism in Out-of-Court Workouts William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Adam Levitin, Professor of Law, Georgetown Law School The primary law governing out-of-court debt restructuring is the Trust Indenture Act of 1939 (“TIA”), a hoary securities law that, in section 316(b), prohibits majority-vote amendments of certain bond terms. The TIA seeks to assure an undistorted process context by forcing resort to judicially supervised bankruptcy proceedings and, until recently, largely succeeded in so doing. With the return of out-of-court restructuring, however, the TIA’s protections — at least as traditionally understood — have proven inadequate, and courts have responded to complaints about the newly coercive restructurings by adopting a broader reading of section 316(b). The authors argue that the new reading of the TIA is a maladroit, overly broad reaction to the ugly facts of the new cases, which would be better analyzed through an intercreditor duty of good faith. Out-of-court restructuring should be encouraged, as it is cheaper than bankruptcy, but, to work, it requires a revival of the equitable doctrines that governed pre-TIA restructurings. The courts’ expansive reading of TIA section 316(b) also revives a longstanding policy question concerning the section’s survival, alteration, or repeal. The authors show that developments on the ground undercut many assumptions made in the standing debate. Restructuring is more tractable than thought heretofore, and more coercive in some respects while less coercive in others. The policy outcome turns on trade-offs under uncertainty and, hence, judgment calls. The authors pose a cautious bottom line: any repeal of section 316(b) should be complete and prospective so as to give bondholders and bond issuers a chance to reconsider their preferences regarding voting rules and shape and reshape the rules in in future bond contracts. They support this conclusion with a study of indenture drafting practice that shows considerably more variety and innovation than academic discussions of bond contracts would lead one to expect.

DECEMBER 9, 2016 Welcome

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

Morning Session

The New Restructuring: Coercion and Opportunism in Out-of-Court Workouts William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Adam Levitin, Professor of Law, Georgetown Law School

c o mmentato r s

Martin J. Bienenstock and Philip M. Abelson, Proskauer Rose LLP Marcel Kahan, George T. Lowy Professor of Law, New York University School of Law

Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers Eric Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School Gabriel V. Rauterberg, Assistant Professor of Law, University of Michigan Law School

c o mmentato r s

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Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers Eric Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School Gabriel V. Rauterberg, Assistant Professor of Law, University of Michigan Law School

Stephen Glover, Gibson, Dunn & Crutcher LLP Edward Rock, Professor of Law, New York University School of Law

For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law.

That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine.

Other states have since followed Delaware’s lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no empirical study has attempted to measure either the corporate response to these reforms, or to evaluate the implications of that response. The authors present the first broad empirical investigation of the area.

Contrary to conventional wisdom, they find that hundreds of public corporations have adopted waivers – often with capacious scope and reach. They thus establish a central empirical fact that is an important baseline for further discussion: public corporations have an enormous appetite for contracting out of the duty of loyalty when freed to do so. Their analysis further sheds light on the high-stakes normative debate around the relationship between fiduciary principles and freedom of contract. What types of corporations choose to contract around default rules? When they do so, do such measures tend to bolster or thwart shareholder welfare? The authors develop an efficient contracting approach to explain why corporations – and their shareholders – might favor tailoring the duty of loyalty, and provide empirical evidence that Delaware’s experiment has generally been a success.

Medium Form Mergers

INSTITUTE FOR LAW AND ECONOMICS

Afternoon Session mo der ato r s

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

panelist s

Hon. Andre Bouchard, Chancellor, Delaware Court of Chancery Jeffrey N. Gordon, Richard Paul Richman Professor of Law, Columbia Law School Steve F. Arcano, Skadden, Arps, Slate, Meagher & Flom LLP Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP Stephan J. Feldgoise, Co-head of M&A, Americas, Goldman, Sachs & Co. Benjamin M. Roth, Wachtell, Lipton, Rosen & Katz

1 Front row: Jeffrey Gordon, Columbia University

School of Law; Eric Klinger-Wilensky, Morris,

Nichols, Arsht & Tunnell LLP; Stephan Feldgoise, Goldman, Sachs & Co.; Second row: Francis

Stapleton, Evercore; Robert Rasmussen, University of Southern California Gould School of Law; Third row: Christine Hurt, J. Reuben Clark Law School, Brigham Young University; Robert Miller, The

University of Iowa College of Law; Summer Kim, UC Irvine School of Law.

2 April Klein, NYU Stern School of Business;

Edmund Kitch, University of Virginia School of Law. 3 Adam Levitin, Georgetown Law School; William

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Bratton, University of Pennsylvania Law School.

4 Philip Abelson, Proskauer Rose LLP; Eric Talley, Columbia Law School.

5 Front row: Scott Winter, Innisfree M&A

Incorporated; Charles Cogut, Simpson Thacher, LLP;

Hon. Andre Bouchard, Delaware Court of Chancery; Second row: Edward Rock, NYU Law School; Adam Levitin, Georgetown Law School.

6 Front row: Hon. Andre Bouchard, Delaware Court of Chancery; Benjamin Roth, Wachtell, Lipton,

Rosen & Katz; Stephen Arcano, Skadden, Arps, 2

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Slate, Meagher & Flom LLP; Second Row: Adam

Levitin, Georgetown Law School; Martin Lessner,

Young Conaway Stargatt & Taylor, LLP; Henry Hu, The University of Texas Law School; Third Row:

Christyne Vachon, University of Massachusetts School of Law – Dartmouth; Jeremy McClane,

University of Connecticut School of Law; Verity Winship, University of Illinois College of Law.

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ROUNDTABLE PROGRAMS

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CORPORATE ROUNDTABLE

MAY 6, 2016 Welcome

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

Morning Session

The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation Lawrence Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

co mmentators

Minor Myers, Professor of Law, Brooklyn Law School Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court

Hedge Fund Activism and Long-Term Firm Value K.J. Martijn Cremers, Jr., Professor of Finance, Mendoza College of Business, University of Notre Dame Simone M. Sepe, Professor of Law and Finance, James E. Rogers College of Law, University of Arizona

c o mmentato r s

Cindy Alexander, Assistant Chief Economist, U.S. Securities and Exchange Commission Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP

Afternoon Session Revlon at 30

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. Jack B. Jacobs, Sidley Austin LLP Renier H. Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery Jeffrey J. Rosen, Debevoise & Plimpton LLP William D. Savitt, Wachtell, Lipton, Rosen & Katz Bruce L. Silverstein, Young Conaway Stargatt & Taylor, LLP

DECEMBER 18, 2015 Welcome

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

Morning Session

How Corporate Governance is Made: The Case of the Golden Leash Matthew D. Cain, Financial Economist, U.S. Securities and Exchange Commission Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Sean J. Griffith, T.J. Maloney Chair in Business Law, Fordham Law School Steven Davidoff Solomon, Professor of Law, University of California, Berkeley School of Law

co mmentators

Wei Jiang, Sidney Taurel Associate Professor of Business, Columbia Business School Roy J. Katzovicz, Chairman, Saddle Point Group, LLC

The Private Ordering Solution to Multiforum Shareholder Litigation Roberta Romano, Sterling Professor of Law and Director, Yale Law School Center for the Study of Corporate Law, Yale Law School

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INSTITUTE FOR LAW AND ECONOMICS

Sarath Sanga, Visiting Assistant Professor of Law, University of California, Berkeley School of Law

c o mmentato r s

Hon. William B. Chandler, III, Wilson Sonsini Goodrich & Rosati Michael Klausner, Nancy and Charles Munger Professor of Business and Professor of Law, Stanford Law School

Afternoon Session

Settlement Practice 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. Andre Bouchard, Chancellor, Delaware Court of Chancery Joel E. Friedlander, Friedlander & Gorris, P.A. Sean J. Griffith, T.J. Maloney Chair in Business Law, Fordham Law School William M. Lafferty, Morris, Nichols, Arsht & Tunnell LLP Gregory P. Williams, Richards Layton & Finger, P.A.

1 Front row: Lou Bevilacqua, Cadwalader,

Wickersham & Taft LLP; Hon. Travis Laster,

Delaware Court of Chancery; Bill Savitt, Wachtell, Lipton, Rosen & Katz; Bruce Silverstein, Young

Conaway Stargatt & Taylor, LLP; Second row: Larry Hamermesh, Widener University Delaware Law School; Eileen Nugent, Skadden, Arps, Slate,

Meagher & Flom LLP; Eduardo Gallardo, Gibson,

Dunn & Crutcher LLP; Richard Smith, Reed Smith LLP; Third row: Robert Jackson, Columbia Law

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School; Omari Simmons, Wake Forest University School of Law.

2 Front row: Reinier Kraakman, Harvard Law

School; Jeffrey Rosen, Debevoise & Plimpton LLP; Hon. Jack Jacobs, Sidley Austin LLP; Joel

Friedlander, Friedlander & Gorris, P.A.; Second row: Jesse Fried, Harvard Law School; Ronald Gilson,

Columbia Law School; Minor Myers, Brooklyn Law School; Simone Sepe, James E. Rogers College of Law, University of Arizona; Third row: Anthony Casey, The University of Chicago Law School; Christine Hurt, J. Reuben Clark Law School,

Brigham Young University; Donna Nagy, Maurer School of Law, Indiana University.

3 Michael Wachter, University of Pennsylvania Law School; Larry Hamermesh, Widener University Delaware Law School.

2

4 Front row: Sean Griffith, Fordham Law School;

Joel Friedlander, Friedlander & Gorris, P.A.; Casey Cogut, Simpson Thacher & Bartlett LLP; Second

Row: Todd Russo, Buckeye Partners, L.P.; Henry Hu,

The University of Texas; Merritt Fox, Columbia Law School; Third Row: Michael White, Vanguard; Eric Roiter, Boston University School of Law; David

Hoffman, Temple University Beasley School of Law. 5 Front row: Hon. Andre Bouchard, Delaware Court 3

4

of Chancery; Gregory Williams, Richards, Layton & Finger, P.A.; William Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Second row: Eric Talley, Columbia

Law School; Larry Hamermesh, Widener University Delaware Law School; John DiTomo, Morris,

Nichols, Arsht & Tunnell LLP; Hon. Abigail LeGrow, Master, Delaware Court of Chancery; Third row:

Richard Booth, Villanova University School of Law; James Fanto, Brooklyn Law School; Christine Hurt, Reuben Clark Law School, Brigham Young

University; Omari Simmons, Wake Forrest University School of Law.

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ROUNDTABLE PROGRAMS

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CORPORATE ROUNDTABLE

MAY 1, 2015 Welcome

Theodore W. Ruger, Deputy Dean and Professor, University of Pennsylvania Law School

Morning Session

c o mmentato r s

Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP

The Eclipse of the Shareholder Paradigm

Afternoon Session

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

mo der ato r s

co mmentators

Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery Steven Davidoff Solomon, Professor of Law, Co-Director, Center for Law, Business and the Economy, University of California, Berkeley Law School

Did Harvard Violate Federal Securities Law? The Campaign against Classified Boards of Directors Joseph Grundfest, Jr., W.A. Franke Professor of Law and Business, Stanford University Law School

Litigation By-Laws and Appraisal Arbitrage William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelist s

T. Brad Davey, Potter Anderson & Corroon LLP Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Stephen Fraidin, Vice Chairman, Pershing Square Capital Management, L.P Hon. Sam Glassock, Vice Chancellor, Delaware Court of Chancery Sandra Goldstein, Cravath, Swaine & Moore LLP Larry Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School, Member, Council of the Delaware State Bar Association Corporation Law Section

DECEMBER 12, 2014 Welcome

Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

Morning Session

c o mmentato r s

Geoffrey Tate, Associate Professor of Finance, UNC Kenan-Flagler Business School Marc Trevino, Sullivan & Cromwell LLP

Does Majority Voting Improve Board Accountability? Afternoon Session Shareholder Voting: How Far Do We Go? Stephen Choi, Murray and Kathleen Bring Professor of Law, New York University School of Law Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Marcel Kahan, George T. Lowy Professor of Law, New York University School of Law Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

co mmentators

John Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School Jennifer Shotwell, Founding Managing Director, Innisfree M&A Incorporated

Equity Vesting and Managerial Myopia Alex Edmans, Professor of Finance, London Business School, The Wharton School Vivian W. Fang, Carlson School of Management, University of Minnesota Katherine A. Lewellen, Associate Professor of Business Administration, Tuck School of Business at Dartmouth

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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

Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc Chris Cernich, Deputy Director of Global Research, Institutional Shareholder Services Sarah Goller, Senior Manager, Vanguard Roy J. Katzovicz, Partner, Investment Team Member and Chief Legal Officer, Pershing Square Capital Management, L.P. Mark Morton, Potter Anderson & Corroon LLP David Silk, Wachtell, Lipton, Rosen & Katz

1 Front row: Larry Hamermesh, Delaware Law School; Steve Fraidin, Pershing Square Capital

Management, L.P.; Hon. Sam Glassock, Delaware

Court of Chancery; Second row: Bruce Silverstein, Young Conaway Stargatt & Taylor LLP; Third row:

Omari Simmons, Wake Forest University School of Law; Gordon Smith, J. Reuben Clark Law School, Brigham Young University; Eric Roiter, Boston University School of Law; Robert Miller, The 2

1

University of Iowa College of Law.

2 William Bratton, University of Pennsylvania Law School.

3 Front row: Sandra Goldstein, Cravath, Swaine, &

Moore LLP; Brad Davey, Potter Anderson & Corroon LLP; Jill Fisch, University of Pennsylvania Law

School; Second row: Joseph Grundfest, Stanford Law School; Roberta Romano, Yale Law School; Jesse Fried, Harvard Law School; Albert Choi,

University of Virginia School of Law; Third row:

David Hoffman, Temple University Beasley School

of Law; Christine Hurt, J. Reuben Clark Law School, Brigham Young University; Tom Lin, Temple

University Beasley School of Law; Sean Griffith, Fordham Law School.

4 Front row: Roy Katzovicz, Pershing Square Capital Management, L.P.; David Silk, Wachtell, Lipton, Rosen

3

& Katz; Chris Cernich, Institutional Shareholder

Services; Second row: Keith Gottfried, Morgan Lewis & Bockius LLP; Richard Smith, Reed Smith LLP; Third row: Omari Simmons, Wake Forest University

School of Law; Sam Buell, Duke University School of Law; John DiTomo, Morris, Nichols, Arsht & Tunnell LLP; Robert Rasmussen, USC Gould School of Law.

5 Front row: Joseph Frumkin, Sullivan & Cromwell

LLP; James Rossman, Lazard Freres; Joel Friedlander, Friedlander & Gorris, P.A.; Second row: Jennifer 4

5

Shotwell, Innisfree M&A Incorporated; Alex

Edmunds, London Business School, The Wharton School; John Coates, Harvard Law School; Third

row: Tom Lin, Temple University Beasley School of Law; Sean Griffith, Fordham Law School; Richard

Booth, Villanova University School of Law; David Ross, Seitz Ross Aronstam & Moritz LLP.

6 Front row: Sarah Goller, Vanguard; Mark Morton, Potter Anderson & Corroon LLP; Daniel Burch,

MacKenzie Partners, Inc.; Joseph Frumkin, Sullivan

& Cromwell LLP; Second Row: William Harker, Ashe Capital Management, LLC; Martin Lessner, Young Conaway Stargatt & Taylor, LLP; Jeremy Delman,

Debevoise & Plimpton LLP; Merritt Fox, Columbia Law School; Jennifer Shotwell, Innisfree M&A Incorporated; Third Row: Anthony Casey, The

University of Chicago Law School; Fred Tung,

Boston University School of Law; Verity Winship, University of Illinois College of Law; Tom Lin, Temple University Beasley School of Law. 6

ROUNDTABLE PROGRAMS

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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 Institute’s associate faculty.

PANEL PROGRAMS

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CHANCERY COURT PROGRAM

MARCH 28, 2017 Caremark at 20: A Reflection on Its Real World Impact A panel of corporate counsel addressed the impact of Chancellor William T. Allen’s 1996 opinion approving a settlement in the Caremark derivative litigation. They examined how Caremark’s articulation of a fiduciary responsibility to implement corporate reporting systems influenced the development of modern corporate compliance practices, despite its adoption of a very lenient standard of liability for oversight failures. The panel discussed the extent of Caremark’s continuing significance in an environment in which federal regulatory systems play a major role in promoting legal compliance, and also addressed the mechanisms used by boards of directors to fulfill their duties under Caremark and the corporation’s regulatory compliance obligations.

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mo der ato r

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

panelist s

Janet Langford Carrig, General Counsel, ConocoPhillips Simon M. Lorne, Chief Legal Officer, Vice Chairman, and Member of Executive Committee, Millennium Management LLC Michael Reilly, Vice President, Associate General Counsel, and Chief Compliance Officer, FMC Corporation Richard Walker, former General Counsel, Deutsche Bank

1 John Finley, The Blackstone Group, LP. 2 Hon. Leo Strine, Jr., Delaware Supreme Court.

3 Jennifer Muller, Houlihan Lokey.

4 Front row: Jacqueline Rodgers, Potter Anderson & Corroon LLP; Donald Wolfe, Potter Anderson & Corroon LLP; Marc Sonnenfeld, Morgan Lewis &

Bockius LLP; Second row: Alan Rauch, Beth Bath & Beyond Inc.; Christopher Foulds, Friedlander & Gorris, P.A.

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2

3

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PANEL PROGRAMS

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CHANCERY COURT PROGRAM

FEBRUARY 21, 2017 Do We Have the Balance Right? 102(b)(7) and Director mo der ato r and Office Liability Hon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme Court This program addressed how judicial standards of review and, in particular, the threat of director and officer monetary liability, affect the advice that lawyers give to corporate managers. The panel examined how standards of review affect the structuring and approval of significant corporate transactions, especially those in which conflicts of interest are present, and whether the impact of existing standards is optimal. Panelists addressed the utility of allowing post-closing suits for damages in cases in which the disinterested stockholders have approved a transaction that does not involve conflicts of interest. The panel also examined the role of the appraisal remedy and the scope of liability faced by advisers (particularly investment bankers) to the board of directors.

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panelist s

Joel E. Friedlander, Friedlander & Gorris, P.A. William M. Lafferty, Morris, Nichols, Arsht & Tunnell LLP Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP William D. Savitt, Wachtell, Lipton, Rosen & Katz

1 William Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Eileen Nugent, Skadden, Arps, Slate, Meagher

& Flom LLP; William Savitt, Wachtell, Lipton, Rosen & Katz.

2 Donald Wolfe, Potter Anderson & Corroon LLP; Hon. Leo Strine, Jr., Delaware Supreme Court.

3 Cynthia Kane, Office of the Secretary of State,

Delaware Department of State; Daniel O’Donnell, Dechert LLP; Martin Lessner, Young Conaway

Stargatt & Taylor LLP; Norman Veasey, Gordon,

Fournaris & Mammarella, P.A.; Joseph Frumkin, Sullivan & Cromwell LLP.

1

2

3

PANEL PROGRAMS

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CHANCERY COURT PROGRAMS

APRIL 5, 2016 Measuring Fair Value in Appraisal: Deal Price or Discounted Cash Flow The program focused on interrelations between fair value, merger price, and synergistic gain in the context of Delaware statutory appraisal. Under the statute, appraisal petitioners are awarded the “fair value” of their shares independent of any value arising in respect of the merger, a measure that excludes synergistic gain.

The typical practice is to use traditional discounted cash flow (DCF) analysis to estimate pre-merger going concern value. In some situations, however, critical parameter values are either unavailable or are known in a range of possible values. In some recent cases, the Chancery Court has relied on the deal price, particularly where the deal has been fully shopped and vetted.

Questions follow concerning synergistic gain, for the deal price is likely to be heavily influenced by the value of the synergies created by the merger. The value of the synergies, moreover, is specific to the buyer and the sharing of the synergies is specific to the outcome of the negotiations between the target and buyer.

Consequently, the “deal price minus synergies” estimate of the

appraisal award is subject to its own set of difficult estimation problems. The panelists spoke to the context where the “DCF — going concern value” or “deal price minus synergies” is more likely to be used, with the bankers favoring going concern value.

There was also a lively discussion of how to measure synergies. mo der ato r

Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelist s

James Del Favero, Managing Director, Global Head of Raid and Activism Defense, Goldman, Sachs & Co. Eric Gilje, Assistant Professor of Finance, The Wharton School John Suydam, Chief Legal Officer, Apollo Global Management, LLC

c o mmentato r s

Lawrence Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School Jonathan Mir, Managing Director, Lazard

FEBRUARY 16, 2016 Taking a Benefit Corporation Public: Are Shareholders in the Public Markets Ready for Benefit Corporations?

The panel addressed the particular challenges that benefit corporations are likely to face in the public markets. After covering some of the basic principles of benefit corporations, including the rejection of shareholder primacy and their broader responsibility to stakeholders, the panel discussed the theoretical basis for such a move. The panel discussed evidence that both individual and institutional investors are increasingly recognizing benefit corporations as viable investments. The panel further noted that benefit corporations are beginning to make their ways into the public markets, in part as wholly owned subsidiaries of traditional corporations and how, as such, they are achieving increasing credibility in the market. One threshold question is whether normal valuation metrics apply to benefit corporations. The panel specifically considered the experience of Laureate Education, which is in the process of registering to go public as a benefit corporation. They also addressed the type of companies that might

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INSTITUTE FOR LAW AND ECONOMICS

actually use the benefit corporation form as a value enhancer. They then addressed the market acceptance of the benefit corporation structure and the potential legal challenges to operating in the public markets as a benefit corporation. They discussed the fact that some public companies were already subject to constituency statutes, so that the public markets had exposure to stakeholder concepts. Finally, the panel addressed the ways that institutional investors could invest in benefit corporations and satisfy their fiduciary duties. mo der ato r

Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelist s

Frederick Alexander, Head of Legal Policy, B Lab Joseph H. Kaufman, Simpson Thacher & Bartlett LLP David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School Adam J. Norin, Managing Director, Investment Banking, Barclays PLC Robert W. Zentz, Senior Vice President and General Counsel, Laureate Education

1 Michael Wachter, University of Pennsylvania Law

School; Frederick Alexander, B Lab; Joseph

Kaufman, Simpson, Thacher & Bartlett LLP; David Musto, The Wharton School; Adam Nordin,

Barclays PLC; Robert Zentz, Laureate Education.

2 Front row: Joseph Frumkin, Sullivan & Cromwell

LLP; Cynthia Kane, Office of the Secretary of State,

Delaware Department of State; Hon. Leo Strine Jr., Delaware Supreme Court; Second row: Peter

Welsh, Ropes & Gray LLP; Jon Abranczyk, Morris, Nichols, Arsht & Tunnell LLP; Richard Aldridge, Morgan Lewis & Bockius LLP.

3 John Suydam, Apollo Global Management, LLC. 4 Front row: Hon. Karen Valihura, Delaware

Supreme Court; Gregory Williams, Richards, Layton & Finger, P.A.

1

5 Michael L. Wachter, University of Pennsylvania

Law School; James Del Favero, Managing Director, Global Head of Raid and Activism Defense,

Goldman, Sachs & Co.; John Suydam, Chief Legal Officer, Apollo Global Management, LLC; Erick

Gilje, Assistant Professor of Finance, The Wharton School; Jonathan Mir, Managing Director, Lazard; Lawrence Hamermesh, Ruby R. Vale Professor, Widener University Delaware Law School.

2

3

4

5

PANEL PROGRAMS

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LECTUR ES The Law and Entrepreneurship Lecture and the Distinguished Jurist Lecture are the Institute’s principal public programs. In sponsoring these events, the Institute aims to spotlight and honor lawyers who have led noteworthy careers and made significant contributions as corporate executives and entrepreneurs or as jurists at the state and federal levels.

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

LECTURES

27

LAW AND ENTREPRENEURSHIP LECTURES

APRIL 12, 2017 A Banker’s Perspective on M&A Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC

Greg Weinberger is a 1991 graduate of Penn Law School where he was a member of the Law Review and won the Schechtman Prize.

He is the Co-Head of Global M&A Business at Credit Suisse Group AG, a position he has held since March, 2015. From June, 2011 to March, 2015, Mr. Weinberger was the Co-Head of American Mergers and Acquisitions. He joined Credit Suisse First Boston in 1996 from the law firm Cravath, Swaine & Moore. Although he was Head of Oil & Gas Americas, he spent most of his career in the Credit Suisse M&A Group, focusing on advising energy

companies on strategic transactions. He was also responsible for Credit Suisse’s hostile takeover defense practice. Mr. Weinberger served as a member on the Managing Director Evaluation Committee during 2008 and as a Co-Chair during 2009 and 2010.

He currently serves as a Managing Director of Credit Suisse AG and is a member of the bank’s Investment Banking Advisory Committee, which oversees the rendering of fairness opinions and formal advice. Mr. Weinberger has a bachelor’s degree with honors from Yale University.

OCTOBER 26, 2016 The Immediate Challenges for the Next President of the United States David M. Rubenstein, Co-Founder and Co-CEO, The Carlyle Group

David Rubenstein is the Co-Founder and Co-CEO of The Carlyle Group, one of the world’s largest private equity firms. Since he co-founded the firm in 1987, Carlyle has grown to manage more than $175 billion from 35 offices around the world. Mr. Rubenstein, who comes from Baltimore, was a 1970 magna cum laude, Phi Beta Kappa graduate of Duke, and a member of The University of Chicago Law School’s class of 1973, where he was an editor of the Law Review. Mr. Rubenstein went from Chicago to Paul, Weiss for two years before spending one year as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. From 1977 to 1981, during the Carter Administration, Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy. Thereafter, he practiced once again at Shaw, Pittman, Potts & Trowbridge before founding Carlyle in 1987.

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Mr. Rubenstein is Chairman of the Boards of Trustees of the Kennedy Center and Duke University. He is also a Regent of the Smithsonian Institution, Co-Chairman of the Brookings Institution, Vice-Chairman of the Council on Foreign Relations, a Trustee of the National Gallery of Art, and President of the Economic Club of Washington. He is also on the Boards of University of Chicago, Lincoln Center, the Memorial SloanKettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, and the National Museum of Natural History of the Smithsonian Institution. He is a member of the American Academy of Arts and Sciences, the Business Council, the Visiting Committee of the Kennedy School of Government at Harvard, the Harvard Business School Board of Dean’s Advisors, the Board of Trustees of the Young Global Leaders Foundation, Advisory Board of School of Economics and Management Tsinghua University, the Madison Council of the Library of Congress, and the International Business Council of the World Economic Forum.

LECTURES

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DISTINGUISHED JURIST LECTURES

NOVEMBER 29, 2016 Current Policy Priorities Antonio Weiss, Counselor to the Secretary of the US Treasury, Department of the Treasury

Mr. Weiss discussed the matters at stake in the area of financial policy in connection with the impending transition in political power. The reforms, which included the Dodd-Frank Act, adopted in response to the financial crisis, have “made our financial system stronger and more resilient to future crises.” Mr. Weiss focused on the establishment of the Financial Stability Oversight Council, which, he explained, exists to monitor and respond to potential risks to financial stability. Mr. Weiss asserted that the need for the Council is clear. He went on to describe the role of the Council in our regulatory system, how the Council works in action, and how the Council facilitates communication and coordination when periods of market stress arise. He concluded that the Council has greatly improved regulators’ ability to share information, collaborate, and take a collective view of risk and asserted that the Council was important in ensuring that our financial system remains the most vibrant and dynamic in the world.

As Counselor to the Secretary at the United States Department of the Treasury, Mr. Weiss advises the Secretary on domestic and international issues related to financial markets, regulatory reform, job creation, consumer finance, and broad-based economic growth. Mr. Weiss leads Treasury’s debt management team that manages the Nation’s finances and coordinates with the Treasury Borrowing Advisory Committee. He advises the Secretary on the implementation of financial regulatory reform and policy issues related to financial stability, including the work of the Financial Stability Oversight Council’s review of potential threats to financial stability arising from asset management products and activities. Prior to joining Treasury, Mr. Weiss held various leadership positions at Lazard, an independent financial advisory and asset management firm. He earned his bachelor’s degree from Yale College and M.B.A. degree from Harvard Business School, where he was a Baker Scholar and Loeb Fellow.

OCTOBER 14, 2015 Science, Technology and Immigration in the 21st Century Hon. Barrington D. Parker, Jr., U.S. Court of Appeals for the Second Circuit

Judge Parker posed the question of why the public debate about immigration is so distorted when the case for the contribution that immigration makes is so powerful. The judge commented that the current round of immigrant bashing in the public sphere, unfortunate as it is, shares similarities to outbreaks of nativism that have recurred since this country was founded. He explained his opinion that this round is especially dangerous because it detracts from our understanding of how our nation’s wealthgenerating capacity has now become heavily dependent on foreign intellectual talent. Nowhere, according to the judge, is this more evident than when we examine what drives science, technology, engineering and innovation in America.

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The Honorable Barrington D. Parker, Jr. has been a federal judge on the United States Court of Appeals for the Second Circuit since 2001. He had been a United States District Judge for the Southern District of New York for the previous seven years. Judge Parker began his legal career as a law clerk to Judge Aubrey Robinson of the United States District Court for the District of Columbia, where his father, the Hon. Barrington D. Parker, Sr. also sat. He then went into private law practice in New York in 1970, serving first at Sullivan & Cromwell until 1977, then as a partner at Parker, Auspitz, Neesemann & Delehanty, P.C. from 1977 to 1987, then as a partner at Morrison & Foerster from 1987 until his appointment in 1994 to the United States District Court for the Southern District of New York. He is a 1965 graduate of Yale College and a 1969 graduate of Yale Law School.

LECTURES

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PAST LECTURES

Past Law and Entrepreneurship Lectures 16 March 2016 Off the Field and Off the Record: The Future Through the Prism of Sports Philip de Picciotto, Founder and President, Octagon 11 November 2015 Counselor as Entrepreneur or Law as a Dynamic Venture Steven M. Cohen, Executive Vice President, Chief Administrative Office and General Counsel, MacAndrews & Forbes Incorporated 17 February 2015 Doing Well and Doing Good: The Story of Plum Organics and the New Benefit Corporation Movement Frederick Alexander, Counsel, Morris, Nichols, Arsht & Tunnell LLP and Advisor for Legal Policy, B Lab Neil Grimmer, CEO and Co-Founder, Plum Organics Bart Houlahan, Co-Founder, B Lab Ray Liguori, Vice President of Corporate Development, Campbell Soup Company Keely Stewart, Associate Corporate Counsel, Campbell Soup Company 18 November 2014 Happy Guy in Distressed… From Pre-Med to JD to Distressed Investing Steven T. Shapiro, Founding Partner and Senior Portfolio Manager, GoldenTree Asset Management

25 February 2013 From Corporate Management to Sports Management: Turning Around the 76ers Adam Aron, CEO and Co-Owner, Philadelphia 76ers 18 October 2012 The Cross-Cultural CEO: Growing a Business in a World Without Borders David Perla, Co-Chief Executive Officer, Pangea3 LLC 15 November 2011 Too Dull for Davos: My Life in Long-Only, Objective-Based, Active Money Management and Why I Think It Still Makes Sense Paul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company 2 March 2011 Competitive Places and Inner City Opportunities: Reflections on 25 Years of Community Investment Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund

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

26 October 2006 Managing in the 21st Century Henry R. Silverman, Chairman & CEO, Realogy Corporation 16 February 2006 The Banker as Entrepreneur Michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC 26 October 2005 Founding and Building a New Venture: The Story of the National Women’s Law Center Marcia Greenberger, Founder and CoPresident, National Women’s Law Center 7 April 2005 A Swing of the Pendulum: 20 Years in M&A Joseph D. Gatto, Managing Director, Goldman, Sachs & Co. 24 March 2004 The WNBA and Women’s Team Sports: A New Sports Marketing Proposition for the New Millennium Val Ackerman, President, Women’s National Basketball Association 30 October 2003 The Role of Entrepreneurship in Urban Education: Past, Present and Future James E. Nevels, Chairman and CEO, The Swarthmore Group, Inc.; Chairman, Philadelphia School Reform Commission

2 November 2010 The Financial Crisis: Aftermath and Implications H. Rodgin Cohen, Sullivan & Cromwell LLP

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

23 April 2014 Blackstone Navigating a Sea of Regulatory Change John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group

3 March 2010 Managing Through Change, Managing Through Crisis in Financial Services Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas

29 November 2006 Large-Scale Entrepreneurship: Business Development at GE Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company

Past Distinguished Jurist Lectures

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

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

6 March 2001 Administering Capital Punishment: Is Texas Different?

Hon. Patrick E. Higginbotham, U.S. Court of Appeals for the Fifth Circuit

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

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

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

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12 November 2013 Shazam! – A ’63 Law Grad is Transformed into a High Tech Entrepreneur J. Haig Farris, President, Fractal Capital Corporation

INSTITUTE FOR LAW AND ECONOMICS

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

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

6 November 2002 Public Trust — and Distrust — in American Business: What Needs to Be Done Peter G. Peterson, Chairman, The Blackstone Group; Chairman, Federal Reserve Bank of New York; Co-Chair, Conference Board Commission on Public Trust and Private Enterprise

11 February 1999 Why Do People Bring Employment Discrimination Cases When They Usually Lose?

Hon. Diane Wood, U.S. Court of Appeals for the Seventh Circuit

Past Law and Entrepreneurship Lectures 1 Philip de Picciotto 2 Steven M. Cohen 3 Neil Grimmer, Roy Liguori, Keely Stewart, 1

2

Frederick Alexander, Bart Houlahan

3

4 Steven T. Shapiro 5 John Finley 6 J. Haig Farris 7 Adam Aron 8 David Perla 9 Paul G. Haaga, Jr. 4

5

6

7

10 Jeremy Nowak 11 H. Rodgin Cohen 12 Joseph D. Gatto 13 J.P. Suarez 14 Safra Catz

Past Distinguished Jurist Lectures 8

9

10

11

15 Hon. John W. Noble 16 Hon. Jed S. Rakoff 17 Daniel K. Tarullo 18 Hon. Leo E. Strine, Jr. 19 Hon. William B. Chandler III 20 Kenneth R. Feinberg 21 Hon. Lewis A. Kaplan 22 Hon. Randy Holland

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23 Brian G. Cartwright

LECTURES

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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, the Wharton School’s Financial Institutions Center, 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

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GOETHE/PENN CONFERENCE ON LAW & FINANCE

DECEMBER 16-17, 2016 Goethe Universität

Penn Law and the law faculty of the Johann Wolfgang GoetheUniversität Frankfurt have collaborated on a number of academic and pedagogical projects over the years. This year, ILE joined with its counterpart at Goethe, the Institute for Law and Finance, to co-sponsor an academic conference devoted to financial topics at the House of Finance on the Goethe campus. A trans-Atlantic symmetry was maintained: the conference featured four papers by American academics and four papers by European academics, with European commentators on the American papers and Americans commenting on the European papers.

Opening Address Brigitte Haar, Goethe Universität Vice President

Long Live the King? The Almost Inevitable Loss of Startup-Founder Control by the IPO Jesse M. Fried, Harvard Law School

dis c us sant

Brigitte Haar, House of Finance, Goethe Universität

Shareholder Protection and Market Development Simon Deakin, Cambridge University Law Faculty

dis c us sant

Holger Spamann, Harvard Law School

The New Restructuring: Coercion and Opportunism in Out-of-court Workouts William W. Bratton, University of Pennsylvania Law School

dis c us sant

David Kershaw, LSE Law Department

Bankruptcy on the Side Anthony J. Casey, University of Chicago Law School

dis c us sant

Felix Steffek, Cambridge University Law Faculty

Venture Capital 2.0: from Venturing to Partnering Joseph A. McCahery, Tilburg University

dis c us sant

Elizabeth Pollman, Los Angeles Loyola Law School

Financing Disruption Luca Enriques, Oxford University Law Faculty

dis c us sant

Jill E. Fisch, University of Pennsylvania Law School

A Founder’s Guide to Unicorn Creation: How Liquidation Preferences in M&A Transactions Affect Start-Up Valuation Robert P. Bartlett, III, University of California Berkeley School of Law

dis c us sant

Andreas Engert, Mannheim Universität

Should Securities Regulation Promote Crowdinvesting?

Lars Hornuf, Trier Universität

dis c us sant

Brian J. Broughman, Indiana University Maurer School of Law

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1 Felix Steffek, University of Cambridge; Brigitte

Haar, Goethe Universität; Moritz Baelz, Goethe Universität.

2 Jill Fisch, University of Pennsylvania Law School; David Kershaw, LSE Law Faculty.

3 Holger Spamann, Harvard Law School; Jesse Fried, Harvard Law School.

4 Katja Langenbucher, Goethe Universität; Joseph McCahery, Tilburg University; William Bratton, University of Pennsylvania Law School.

5 William Bratton, University of Pennsylvania Law School.

6 Anthony Casey, University of Chicago Law

School; Elizabeth Pollman, Loyola of Los Angeles

Law School; Brian Broughman, Indiana University

Maurer School of Law; Robert Bartlett, UC Berkeley School of Law.

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PENN/NYU CONFERENCE ON LAW AND FINANCE

February 24-25, 2017 New York University School of Law Jointly sponsored by Pollack Center for Law & Business, New York University Institute for Law and Economics, University of Pennsylvania Organized by 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 The Insignificance of Clear-Day Poison Pills Emiliano Catan, New York University School of Law Commentator Wei Jiang, Columbia Business School Moderator Jill E. Fisch, University of Pennsylvania Law School Session II Principal Costs: A New Theory for Corporate Law and Governance Zohar Goshen, Columbia Law School Richard Squire, Fordham Law School

February 19-20, 2016 University of Pennsylvania Law School Jointly sponsored by Institute for Law and Economics, University of Pennsylvania Pollack Center for Law & Business, New York University Organized by William T. Allen, New York University School of Law 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 A Positive Theory of Retirement Plan Design Ryan Bubb, New York University School of Law Patrick L. Warren, John E. Walker Department of Economics, Clemson University Commentator Lauren H. Cohen, Harvard Business School Moderator William W. Bratton, University of Pennsylvania Law School

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Commentator Uday Rajan, Ross School of Business, University of Michigan Moderator Albert Choi, University of Virginia Law School Session III Skin or Skim?

Arpit Gupta, Stern School of Business, New York University Kunal Sachdeva, Columbia Business School Commentator Quinn Curtis, University of Virginia School of Law Moderator Jillian Popadak, The Fuqua School of Business, Duke University Session IV Earnings and the Value of Voting Rights Oğuzhan Karakas, Carroll School of Management, Boston College Umit G. Gurun, Jindal School of Management, University of Texas at Dallas Commentator Allen Ferrell, Harvard Law School

Session V Beyond the Personal Benefit Test: The Economics of Tipping by Insiders Jonathan R. Macey, Yale Law School Commentator Vyacheslav Fos, Carroll School of Management, Boston College

Session VII Bankruptcy on the Side David A. Skeel, University of Pennsylvania Law School Kenneth Ayotte, University of California, Berkeley School of Law Anthony Casey, University of Chicago Law School

Moderator William K.S. Wang, University of California Hastings College of Law

Commentator Stefano Rossi, Bocconi University, CEPR, and ECGI

Session VI Securing Property Rights Giacomo A.M. Ponzetto, Center for Research in International Economics (CREI), Universitat Pompeu Fabra, and Barcelona Graduate School of Economics (GSE) Edward L. Glaeser, Department of Economics, Harvard University Andrei Shleifer, Department of Economics, Harvard University

Moderator Barry Adler, New York University School of Law

Commentator Eric Talley, Columbia Law School Moderator Kose John, Stern School of Business, New York University

Session VIII Corporate Control Activism Doron Levit, The Wharton School, University of Pennsylvania Adrian A. Corum, The Wharton School, University of Pennsylvania Commentator Brian Quinn, Boston College Law School Moderator Itay Goldstein, The Wharton School, University of Pennsylvania

Moderator Avri Ravid, Yeshiva University

Session II Investor Flows and Fragility in Corporate Bond Funds Itay Goldstein, The Wharton School, University of Pennsylvania Hao Jiang, Eli Broad College of Business, Michigan State University David T. Ng, The Charles H. Dyson School of Applied Economics and Management, Cornell University Commentator Kathryn Judge, Columbia Law School Moderator Michael L. Wachter, University of Pennsylvania Law School Session III After Halliburton: Event Studies and Their Role in Federal Securities Fraud Litigation Jill E. Fisch, University of Pennsylvania Law School Jonah Gelbach, University of Pennsylvania Law School Jonathan Klick, University of Pennsylvania Law School Commentator Jerold Warner, University of Rochester Simon Business School Moderator Stephen Choi, New York University School of Law

Session IV Who is Afraid of BlackRock?

Massimo Massa, INSEAD David Schumacher, McGill University Yan Wang, Erasmus University Commentator Katherine Litvak, Northwestern University School of Law Moderator David Yermack, Stern School of Business, New York University Session V Short-Termism and Long-Termism Michal Barzuza, University of Virginia School of Law Eric Talley, Columbia Law School Commentator Laura Starks, University of Texas McCombs School of Business Moderator Jill E. Fisch, University of Pennsylvania Law School Session VI The End of Market Discipline? Investor Expectations of Implicit Government Guarantees Viral V. Acharya, Stern School of Business, New York University, CEPR and NBER Deniz Anginer, Virginia Tech A. Joseph Warburton, Syracuse University

Commentator Allen Ferrell, Harvard Law School Moderator Itay Goldstein, The Wharton School, University of Pennsylvania Session VII Stock Market Prices and the Market for Corporate Control John Armour, University of Oxford and ECGI Brian Cheffins, University of Cambridge and ECGI Commentator Audra Boone, U.S. Securities and Exchange Commission Moderator Itay Goldstein, The Wharton School, University of Pennsylvania Session VIII Wolf Pack Activism Alon Brav, Duke University: The Fuqua School of Business and NBER Amil Dasgupta, London School of Economics, CEPR, and ECGI Richmond Mathews, University of Maryland, College Park Commentator Edward Rock, University of Pennsylvania Law School Moderator Doron Levit, The Wharton School, University of Pennsylvania

1 Jillian Popadak, The Fuqua School of Business,

Duke University; Arpit Gupta, Stern School of Business, New York University; Quinn Curtis, University of Virginia School of Law.

2 Doron Levit, The Wharton School, University of Pennsylvania.

3 Marcel Kahan, New York University School of Law; Lawrence Hamermesh, University of

Pennsylvania Law School; Edward Rock, New York University School of Law.

4 Eric Talley, Columbia Law School.

5 Hon. J. Travis Laster, Delaware Court of Chancery.

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6 Zohar Goshen, Columbia Law School; Stephen

Choi, New York University School of Law; Jill Fisch, University of Pennsylvania Law School.

7 William Anderson, Evercore.

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ILE/WHARTON FINANCE SEMINARS

MARCH 16, 2017 The Economics of Credit Rating Agencies

Chester S. Spatt, Pamela R. and Kenneth B. Dunn Professor of Finance, Carnegie Mellon University Tepper School of Business (with Francesco Sangiorgi, Associate Professor of Finance, Frankfurt School of Finance and Management)

The financial crisis highlighted the central role of regulatory and market institutions to evaluate and measure risk and the potential causes of systemic risk in the global economy. Both market participants and regulators have relied heavily upon credit rating agencies in assessing risk, which in turn has focused attention upon how ratings are used by various actors and the frictions that influence the determination of ratings. In this monograph, the authors examine the economics of credit rating agencies and the associated difficulties and challenges. They explore this from both an economics and regulatory lens, examining issues from both a conceptual and empirical perspective, building upon the academic literature and recent policy challenges.

c o mmentato r s

William Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Itay Goldstein, Joel S. Ehrenkranz Family Professor, Professor of Finance, The Wharton School Simone Sepe, Visiting Professor, University of Pennsylvania Law School Christian Opp, Assistant Professor of Finance, The Wharton School

NOVEMBER 17, 2016 Why Have M&A Contracts Grown? Evidence from Twenty Years of Deals John F. Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School

Over 20 years, M&A contracts have more than doubled in size – from 35 to 88 single-spaced pages in the paper’s font. They have also grown significantly in linguistic complexity – from postgraduate “grade 20” to post-doctoral “grade 30.” A substantial portion (lower bound ~20%) of the growth consists not of mere verbiage, but of substantive new terms. These include rational reactions to new legal risks (e.g., SOX, FCPA enforcement, shareholder litigation) as well as to changes in deal and financing markets (e.g., financing conditions, financing covenants, and cooperation covenants; and reverse termination fees). New contract language also includes dispute resolution provisions (e.g., jury waivers, forum selection clauses) that are puzzling not for appearing new, but in why they were ever absent. A final, notable set of changes reflect innovative deal terms, such as top-up options, which are associated with a 18-day (~30%) fall in time-tocompletion and a 6% improvement in completion rates.

Exploratory in nature, this paper frames a variety of questions about how an important class of highly negotiated contracts evolves over time.

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c o mmentato r s

Jonah Gelbach, Professor of Law, University of Pennsylvania Law School Jonathan Klick, Professor of Law, University of Pennsylvania Law School David Musto, Ronald O. Perelman Professor in Finance, The Wharton School Lucian Taylor, Assistant Professor of Finance, The Wharton School

1 John Coates, Harvard Law School.

2 Itay Goldstein, The Wharton School, and Chester

Spatt, Carnegie Mellon University Tepper School of Business.

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CURRICULAR PARTNERSHIPS

FALL 2015 - SPRING 2017 The Institute for Law and Economics engages in curricular partnerships that serve the educational mission of Penn Law School. 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.

COURSES Business Strategy, Private Equity and Corporate Law Perry Golkin

JD/MBA LUNCHEONS Scott L. Bok, Chief Executive Officer, Greenhill and Company, LLC LizabethAnn R. Eisen, Cravath, Swaine & Moore LLP Eduardo Gallardo, Gibson Dunn & Crutcher LLP Keir Gumbs, Covington & Burling LLP William Harker, Co-Founder, President, and Chief Compliance Officer, Ashe Capital Management, LLC Joseph Manko, Managing Director, Mufson Howe & Hunter Richard P. Schifter, Managing Partner, TPG Capital Hon. Karen Valihura, Delaware Supreme Court Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC

Cross Border M&A George Casey and Scott Petepiece

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

M&A Through the Business Cycle Joseph Gatto and Joseph Frumkin

Strategic Equity Seminar Jill E. Fisch and David Erickson

Transactional Drafting Eric Klinger-Wilensky

Transactional Lawyering Charles I. Cogut

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

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

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PROGRAMS Free Trade Agreements and Multilateralism: The Next Frontier for the EU and the US Fireside Chat with Ambassador David O’Sullivan, EU Ambassador to the United States Jill E. Fisch, Perry Golkin Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School William Burke-White, Richard Perry Professor and Inaugural Director, Perry World House; Professor of Law, University of Pennsylvania Law School

Volkswagen Emissions Scandal: Corporate Governance and Regulatory Issues panelist s

Hon. Cheryl Ann Krause, U.S. Court of Appeals for the Third Circuit Martin Gelter, Associate Professor of Law, Fordham University School of Law Jason M. Halper, Orrick, Herrington & Sutcliffe LLP John Paul MacDuffie, Professor of Management, The Wharton School

mo der ato r

Jill E. Fisch, Perry Golkin Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School

1 Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; William Bratton, University of Pennsylvania Law School.

2 Eduardo Gallardo, Gibson, Dunn & Crutcher LLP; Michael L. Wachter, University of Pennsylvania Law School.

3 Hon. Cheryl Ann Krause, U.S. Court of Appeals for the Third Circuit; Martin Gelter, Fordham

1

University School of Law; Jason M. Halper,

Orrick, Herrington & Sutcliffe LLP; John Paul MacDuffie, The Wharton School.

4 Keir Gumbs, Covington & Burling LLP; Michael

Wachter, University of Pennsylvania Law School.

5 Jill Fisch, University of Pennsylvania Law School; Ambassador David O'Sullivan, EU

Ambassador to the United States; William

Burke-White, University of Pennsylvania Law School.

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DEL AWAR E OR AL HISTORY PROJECT The Institute has embarked upon an exciting long-term project to create 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 will include recorded interviews of many of the lawyers and judges who participated in those cases and developments and whose recollections are important to preserve.

DELAWARE ORAL HISTORY PROJECT

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THE DELAWARE ORAL HISTORY PROJECT

The Institute has 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 will center on recorded interviews of many of the lawyers and judges who participated in those cases and developments, and whose recollections are important to preserve.

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, this 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 end product of the oral histories will be a website repository, available as a teaching resource, which will include the videotaped interviews described above. The repository will also include resources relating to the DGCL amendments since 1967.

The interview process is also being integrated into an annual seminar in which students conduct preliminary interviews of some of the participants whose recollections are thereby refreshed ahead of the recording of the final interview. This gives students a unique opportunity to learn about key corporate developments from the lawyers and judges who were involved.

To date, the interview process has 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. Future sessions will cover cases on hostile and friendly acquisitions, and freeze-outs by controlling stockholders.

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p ic t ur ed r ig ht 1. A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell LLP, interviewed by Joel Friedlander, Friedlander & Gorris, P.A., about Van Gorkom.

2. Joel Friedlander, Friedlander & Gorris, P.A., interviewing Robert Payson, Potter Anderson Corroon LLP, about Van Gorkom.

3. Michael Hanrahan, Prickett, Jones & Elliott, P.A., interviewed

by Joel Friedlander, Friedlander & Gorris, P.A., about Van Gorkom.

4. Edward McNally, Morris James LLP, interviewing A. Gilchrist Sparks, III, Morris Nichols Arsht & Tunnell LLP, about DGCL § 102(b)(7).

5. Stephen Lamb, Paul, Weiss, Rifkind, Wharton & Garrison LLP, interviewed by Edward McNally, Morris James LLP, about DGCL § 102(b)(7).

6. John Mark Zerberkiewicz, Richards Layton & Finger, P.A., interviewing Kenneth Nachbar, Morris, Nichols, Arsht & Tunnell LLP, about Caremark.

7. Kenneth Nachbar, Morris, Nichols, Arsht & Tunnell LLP, interviewed by John Mark Zerberkiewicz, Richards Layton & Finger, P.A., about Caremark.

8. Hon. E. Norman Veasey, Gordon, Fournaris & Mammarella, P.A., interviewed by Edward McNally, Morris James LLP, about DGCL § 102(b)(7) and by Gregory Williams, Richards, Layton & Finger, P.A., about Disney.

9. Gregory Williams and Anne Foster, Richards, Layton & Finger, P.A., discuss Disney with David McBride, Young Conaway Stargatt & Taylor, LLP. Lawrence Hamermesh, University of Pennsylvania Law School, is in the background.

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ASSOCIATE FACULT Y

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

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

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

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

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26 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. He is the author of The Medical Malpractice Myth (U. Chicago P. 2005) and a contributing editor of Embracing Risk: The Changing Culture of Insurance and Responsibility (U. Chicago P. 2002). His latest book Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation, co-authored with Sean Griffith, analyzes the relationship between D&O insurance and securities litigation based on in-depth interviews with underwriters, claims managers, plaintiffs and defense lawyers, actuaries, brokers and others. He has a secondary appointment in the Business Economics and Public Policy Department at Wharton, where he teaches risk management. He is the Reporter for the American Law Institute's Principles of Liability Insurance Project. He was the Connecticut Mutual Professor and Director of the Insurance Law Center at the University of Connecticut before joining the Penn Law faculty. He clerked for United States Court of Appeals Judge Juan Torruella and practiced with the firm of Covington and Burling.

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 William W. Bratton Regulatory Practice, and a fellow of the American Bar Foundation.

Deputy Dean and Nicholas F. Gallicchio Professor of Law; Co-Director, Institute He serves as the chair of the rulemaking committee of the for Law and Economics Administrative Conference of the United States, a member of the Professor Bratton joined the Penn Law faculty in 2010. He graduated National Academies of Sciences’ committee on performance-based in 1976 from Columbia Law School where he was articles editor of the safety regulation, and the Aspen Institute Dialogue on Energy Law Review and a James Kent Scholar. He clerked for the Honorable Governance. He is also a founder of the peer-reviewed journal William H. Timbers on the U.S. Court of Appeals for the Second Regulation & Governance, for which he now serves on the editorial Circuit and practiced for several years at Debevoise & Plimpton in board, as well as the founder and faculty advisor to The Regulatory New York. He served on the Cardozo, Rutgers, and George Review, a daily publication of regulatory analysis and commentary.

Washington law faculties before joining the faculty of the Georgetown Coglianese received his J.D., M.P.P., and Ph.D. in political science University Law Center, where he was the Peter P. Weidenbruch, Jr., from the University of Michigan, and for twelve years served on the Professor of Business Law. He also has been the Unilever Visiting faculty of the John F. Kennedy School of Government at Harvard

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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.

undergraduate and MBA levels. He has won an Excellence in Undergraduate Teaching Award and has been finalist for the Anvil award for Outstanding MBA teaching. He is an elected board member of the Finance Theory Group and a CFA charterholder.

Jill E. Fisch

Itay Goldstein

Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics

Professor Fisch received her J.D. from Yale Law School in 1985.

Before joining the Penn faculty in 2008, she held the T.J. Maloney Chair in Business Law at Fordham Law School and served as founding director of the Fordham Corporate Law Center. She has also been a visiting professor at Harvard Law School, Columbia Law School, 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 a director of the European Corporate Governance Institute.

Jonah Gelbach Professor of Law

Jonah B. Gelbach joined the Penn faculty in 2013, having previously been on the permanent economics faculty at the University of Maryland for nine years (1998-2007) and the University of Arizona for three (2007-2010). He received his J.D. from the Yale Law School in 2013, his Ph.D. in economics from MIT in 1998, and his B.A. from the University of Massachusetts at Amherst in 1993.

His interests in law teaching and scholarship include civil procedure, evidence, statutory interpretation and legislation, law and economics, event study methodology, applied statistical methodology and econometrics, and applied microeconomics. He has taught students at the J.D., Ph.D., M.B.A., and undergraduate levels.

He is Co-Editor of the Journal of Law, Economics, & Organization, and his scholarship has appeared in numerous journals, including the Stanford Law Review, the Yale Law Journal, the University of Chicago Law Review, the University of Pennsylvania Law Review, the Texas Law Review, the American Economic Review, the Journal of Political Economy, the Review of Economics and Statistics, the American Law and Economics Review, the Journal of Labor Economics, and the Journal of Public Economics.

He has also served as a consultant for the Administrative Conference of the United States related to Social Security disability appeals to the federal courts and for a United States District Court related to the design of the juror selection process.

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 Ph.D. 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.

At Wharton, Professor Glode teaches Corporate Valuation at the

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 editor of the Review of Financial Studies.

He has been 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

ASSOCIATE FACULTY

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Corporate Laws Committee, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of the Music School of Delaware.

Richard J. Herring

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

Richard J. Herring is 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.

He is the author of more than 100 articles, monographs and books on various topics in financial regulation, international banking, and international finance. At various times his research has been funded by grants from the National Science Foundation, the Ford Foundation, the Brookings Institution, the Sloan Foundation, and the Council on Foreign Relations.

Outside the university, he is co-chair of the US Shadow Financial Regulatory Committee and Executive Director of the Financial Economist’s Roundtable, a member of the Advisory Board of the European Banking Report in Rome, the Institute for Financial Studies in Frankfurt, and the International Centre for Financial Regulation in London. In addition, he is a member of the FDIC Systemic Risk Advisory Committee. He served as co-chair of the Multinational Banking seminar from 1992–2004 and was a Fellow of the World Economic Forum in Davos from 1992–95. He was a member of the Group of 30 task force on the reinsurance industry, as well as an earlier study group on international supervision and regulation. Currently, he is an independent director of the DWS Scudder mutual fund complex and has served on the predecessor Deutsche Asset Management and Bankers Trust boards since 1990. He is also an independent director of the Daiwa closed end funds and of Barclays Bank, Delaware.

Herring received his undergraduate degree from Oberlin College in 1968 and his Ph.D. 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

Dave Hoffman joined the Penn faculty in 2017, having previously been the Murray H. Shusterman Professor of Transactional and Business Law at Temple University for twelve years (2004-2016).

He received his J.D. from Harvard Law School in 2001 and his B.A. from Yale College in 1998.

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Hoffman’s scholarship uses observational and experimental data to explore individuals' behavior relating to legal rules. His recent work on contract, for example, investigated whether millennials have developed a distinctive set of views about promising turning on their experiences with online commercial transactions. In other papers — written jointly with a multidisciplinary team based at Yale Law School — he has shown how the perceived benefits and risks of political demonstrations are contingent on people’s values and such deeply rooted perceptions influence judgments of fact in civil rights cases. In other projects, Hoffman has explored the dispute resolution system using data from court dockets, with a focus on corporate veil piercing law. His work has appeared in the Harvard Law Review, Stanford Law Review, New York University Law Review, Chicago Law Review, and many other leading journals.

Before joining the legal academy, Hoffman was a litigation associate at Cravath, Swaine & Moore LLP in New York City and a law clerk for Judge Norma L. Shapiro of the Eastern District of Pennsylvania.

Robert W. Holthausen

The Nomura Securities Company 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 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.

Robert P. Inman

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

Professor Inman received his Ph.D. in economics from Harvard University and joined the Penn faculty in 1972. He is a research associate of the National Bureau of Economic Research. He has served as a consultant to the city of Philadelphia, the state of Pennsylvania, CitiGroup, Chemical Bank, the U.S. Department of the Treasury, the Financial and Fiscal Commission of the Republic of South Africa, the National Bank of Sri Lanka, the National

Academy of Sciences, and numerous U.S. federal government agencies. His research is currently focused on fiscal federalism, the urban fiscal crisis, and the political and legal institutions of fiscal policymaking. Professor Inman held the Florence Chair in Economics at the European University Institute, Florence, Italy, for the spring quarter of 2000. He was a Visiting Scholar at the Rockefeller Foundation’s Bellagio Study Center, Fall 2007.

Appeals, Ninth Circuit, and served as legal advisor to the Vice Chairman of the U.S. International Trade Commission. He has published extensively in the fields of corporate finance, taxation, economics, and real estate finance.

Richard E. Kihlstrom

Professor Mailath received his Ph.D. in economics from Princeton University in 1985. He is a Fellow of the American Academy of Arts and Sciences and of the Econometric Society. He served on the Council of the Econometric Society 2013-2015 and on the Council of 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 and Supervisory Committee of CERGE-EI, Prague, Czech Republic, since 2013. He is currently editor of Theoretical Economics, and has served as an associate editor or editorial board member of Econometrica, the Review of Economic Studies, the Journal of Economic Theory, Games and Economic Behavior, the International Economic Review, and Economic Theory. He was co-editor of the Econometric Society Monograph Series and has been a member of the Economics Advisory Panel of the National Science Foundation.

His research interests include the organization of the firm, noncooperative game theory, evolutionary game theory, social norms, and the foundations of reputations, law, and authority.

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

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

Jonathan Klick Professor of Law

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

Michael S. Knoll

Theodore K. Warner Professor of Law; Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy

Professor Knoll joined the Penn Law and Wharton faculties from the University of Southern California Law School in 2000. He teaches courses in corporate finance and taxation in the Law School, the Wharton School, and the Wharton Executive Program. He is also an affiliate of the Zell/Lurie Real Estate Center at the Wharton School, and the editor of Forensic Economic Abstracts, an electronic journal published by the Social Science Research Network. Professor Knoll’s undergraduate and J.D. degrees are from the University of Chicago.

He also earned a Ph.D. in Economics at the University of Chicago. In 1990, he joined the USC Law faculty as an Assistant Professor and, in 1995, he was promoted to full Professor. He has been a Visiting Professor of Law at Georgetown (1999), Penn (1998–99), Virginia (2000), and Columbia (2009). Professor Knoll was also a John M. Olin Senior Research Scholar at Columbia University School of Law (1996–97), a Visiting Scholar at New York University Law School (1996–97), a John M. Olin Distinguished Visiting Professor of Law at Toronto University (1998), and a John Raneri Atax Fellow at the University of New South Wales (2011). Prior to entering teaching, he clerked for the Honorable Alex Kozinski on the U.S. Court of

George J. Mailath

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

Charles W. Mooney, Jr.

Charles A. Heimbold, Jr. Professor of Law

Professor Mooney received his J.D. from Harvard Law School in 1972.

He practiced law with the Oklahoma firm of Crowe and Dunlevy and as a partner of the New York firm of Shearman & Sterling. Professor Mooney joined the Penn faculty in 1986, and during 1999 and 2000 he served as Interim Dean of the Law School. From 1998 to 2000 and from 2008 to 2009, he served as Associate Dean for Academic Affairs.

He is an active member of the American Law Institute and the American Bar Association. He served as a member of the Uniform Commercial Code Permanent Editorial Board Article 2 (Sales) Study Committee and also served as a reporter for that Board’s Article 9 (Secured Transactions) Study Committee and as a reporter for the Revised Article 9 drafting committee. He served as a member of the U.S. Security and Exchange Commission’s Advisory Committee on Market Transactions. Mooney was awarded the Distinguished Service Award, presented by the American College of Commercial Finance Lawyers. He is a Fellow and former Director of the American College of Bankruptcy and a Director of the International Insolvency Institute. He served as U.S. Delegate and Position Coordinator (appointed by U.S. Department of State) at the Diplomatic Conference for the Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment, in Cape Town, South Africa. He also served as a U.S. Delegate for the UNIDROIT Geneva Securities Convention at the Diplomatic Conferences in Geneva. Currently he serves as a member of the U.S. delegation for the Cape Town Convention Mining, Agricultural and Construction Equipment Protocol. His current research centers on intermediated securities, sovereign debt restructuring, harmonized choice-of-law rules, and secured transactions.

ASSOCIATE FACULTY

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ASSOCIATE FACULTY

David K. Musto

Ronald O. Perelman Professor in Finance, The Wharton School

David K. Musto is the Ronald O. Perelman Professor in Finance and Chair of the Finance Department at the Wharton School, where he has been on the faculty since 1995. He has a B.A. from Yale University and a Ph.D. from the University of Chicago, and between college and graduate school he worked for Roll and Ross Asset Management in Los Angeles. He is an Associate Editor of the Journal of Finance. Most of his work, both theoretical and empirical, is in the area of consumer financial services, mutual funds and consumer credit in particular. He has also published work on corporate and political voting, option pricing, short selling, and cross-border taxation.

Gideon Parchomovsky

Robert G. Fuller, Jr. Professor of Law

Professor Parchomovsky received his LL.B. from the Hebrew University of Jerusalem in 1993, his LL.M. from the University of California at Berkeley in 1995, and his S.J.D. from Yale Law School in 1998. Prior to joining the Penn Law faculty in fall 2002, Professor Parchomovsky served as an Associate Professor at Fordham Law School and a Visiting Lecturer at Yale Law School.

His research interests include intellectual property law and property theory. His recent work focuses on unlocking synergies among sub-fields of intellectual property and devising innovative mechanisms for protecting property entitlements.

Andrew W. Postlewaite

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

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

Michael R. Roberts

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.

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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 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 served as Associate Dean at Penn Law from 2000–02. During spring 2005, Professor Shuldiner was the William K. Jacobs, Jr. Visiting Professor of Law at Harvard Law School. He was a Visiting Assistant Professor at Yale Law School during 1994–95. Before joining the Penn law faculty in 1990, he served in the Office of Tax Legislative Counsel of the U.S. Department of the Treasury, was counsel to the law firm of Cadwalader, Wickersham and Taft, and was an associate with the Washington, D.C., law firm of Wilmer, Cutler and Pickering. Professor Shuldiner received his J.D. from Harvard University in 1983 and his Ph.D. in economics from the Massachusetts Institute of Technology in 1985.

David A. Skeel, Jr.

S. Samuel Arsht Professor of Corporate Law

Professor Skeel joined the Penn faculty in 1999. He graduated in 1987 from the University of Virginia School of Law, where he was editor of the Virginia Law Review and a member of the Order of the Coif. He clerked for the Honorable Walter K. Stapleton on the U.S.

Court of Appeals for the Third Circuit, and practiced for several years at Duane, Morris & Heckscher in Philadelphia, before joining the Temple University School of Law in 1990. Professor Skeel has also held visiting appointments at the University of Wisconsin Law School (1993–94), the University of Virginia School of Law (spring 1994), Georgetown University Law Center (fall 2004), and the University of Pennsylvania Law School (fall 1997). Professor Skeel specializes in corporate and commercial law and has written widely on corporate law, bankruptcy, and sovereign debt. He has also has written on law and religion, and poetry and law.

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 is currently on the Board of Advisors to Momentum Realty. She was the editor of Real Estate Economics from 1997 to 1999 and serves on the editorial boards for several real estate journals. Dr. Wachter has been a member of the Advanced Studies Institute of the Homer Hoyt Institute since 1989. Wachter co-founded and is co-director of the Institute for Urban Research at Penn. She is author of more than 150 scholarly publications and is the recipient of several awards for teaching excellence at The Wharton School.

Amy Wax

Robert Mundheim Professor of Law

A graduate of Yale College and Harvard Medical School, Professor Wax trained as a neurologist at New York Hospital before completing a law degree at Columbia Law School in 1987. She served as a clerk to the Honorable Abner J. Mikva of the U.S. Court of Appeals for the D.C. Circuit and worked for six years at the Office of the Solicitor General at the U.S. Department of Justice, where she argued 15 cases before the U.S. Supreme Court. She taught from 1994 to 2001 at the University of Virginia Law School. Her areas of teaching and 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 B.S. degrees in Electrical Engineering and Physics from Boğaziçi University, and his Ph.D. 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.

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PUBLICATIONS AND PAPERS

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

David Abrams, Professor of Law, Business Economics, and Public Policy

Howard F. Chang, Earle Hepburn Professor of Law

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

L aw and Economics of Immigration (Edward Elgar Publishing 2015).

Poisoning the Next Apple? How the America Invents Act Harms Inventors (with R. P. Wagner), 65 Stan. L. Rev. 517 (2013).

An Empirical Analysis of Cost Recovery in Superfund Cases: Implications for Brownfields and Joint and Several Liability (with H. Sigman), 11:3 J. of Empirical L egal Stud. 477 (Sept. 2014).

The Imprisoner’s Dilemma: A Cost-Benefit Approach to Incarceration, 98 Iowa L. Rev. 905 (2013).

Putting the Trial Penalty on Trial, 51 Duq. L. Rev. 777 (2013).

A Market for Justice: A First Empirical Look at Third Party Litigation Funding (with D. Chen), 15 J. Bus. L. 1075 (2013).

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

Liability Insurer Data as a Window on Lawyers’ Professional Liability (with R. Swedloff), 5 U.C. Irvine L. Rev. 1273(2016).

For Third Enrollment Period, Marketplaces Expand Decision Support Tools to Assist Consumers (with C. Wong, D. Polsky, A. Jones, J. Weiner, & R. Town), 35 Health Aff. 680 (2016).

Everything’s Bigger in Texas except the Medmal Settlements (with E. Helland & J. Klick), 22 Conn. Ins. L. J. 1 (2016).

Mandatory Rules and Default Rules in Insurance Contracts (with K. Logue), in Law and Economics of Insurance, (D. Schwarcz ed. 2015).

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

The New Bond Workouts (with A. Levitin), 166 U. Pa . L. Rev. ___ (forthcoming 2017).

Corporate Finance: C ases and M aterials (8th ed., Foundation Press 2016).

Hedge Fund Activism, Poison Pills, and the Jurisprudence of Threat (August 22, 2016), in The Corporate Contract in Changing Times: Is the L aw Keeping Up? (W. Savitt, et al., forthcoming).

Institutional Investor Activism: Hedge Funds and Private Equity Economics and Regulation (with J. McCahery), (Oxford University Press 2015).

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Endogenous Decentralization in Federal Environmental Policies (with H. Sigman & L. Traub), 37 Int’l Rev. L. & Econ. 1 (Mar. 2014).

The New Governance and the Challenge of Litigation Bylaws, 81 Brook . L. Rev. 1637 (2016).

How Corporate Governance is Made: The Case of the Golden Leash (with M.D. Cain, S.J. Griffith, & S. Davidoff Solomon), 164 U. Pa . L. Rev. 649 (2016).

Federal Securities Fraud Litigation as a Lawmaking Partnership, 93 Wash. U.L. Rev. 453 (2015).

Jonah B. Gelbach, Professor of Law

The Logic and Limits of Event Studies in Securities Fraud Litigation (with J. Fisch & J. Klick), 96 Tex. L. Rev. ___ (forthcoming).

The Triangle of Law and The Role of Evidence in Class Action Litigation, 165 U. Pa . L. Rev. ___ (2017).

Empirical L aw and Economics (with J. Klick), Oxford Handbook series (ed. F. Parisi, forthcoming).

The Law and Economics of Proportionality in Discovery (with B. Kobayashi), 50 Ga . L. Rev. 1093 (2016).

Material Facts in the Debate over Twombly and Iqbal, 68 Stan. L. Rev. 369 (2016).

When Do Covariates Matter? And Which Ones, and How Much? 34 J. L ab. Econ. 509 (2016).

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

A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016).

Consent in Corporate Law, 70 Bus. L aw. 161 (Winter 2014/2015).

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

Shadowing Capital Regulation: 1986-2015, in Financial Regulation: Essays in Honor of George K aufman, World Scientific (forthcoming 2017).

The Corporate Complexity of Global, Systemically Important Banks (with J. Carmassi), 49:2-3 J. Fin. Serv. Res. 175 (June 2016).

Less Really Can Be More: Why Simplicity & Comparability Should be Regulatory Objectives, 44:1 Atl . Econ. J. 33 (Mar. 2016).

Playing for Time: the Fed’s Attempt to Manage the Crisis as a Liquidity Problem (with R. Eisenbeis), 7:1 J. Fin. Econ. Pol . 68 (2015).

Complexity and systemic risk: what's changed since the crisis? (with J. Carmassi), in Oxford Handbook of Banking, edited by A.N. Berger, P. Molyneux & J.O.S Wilson, 2nd ed. (2015).

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

Vincent Glode, Associate Professor of Finance, The Wharton School

Achieving Regulatory Excellence (Brookings Institution Press 2017).

Compensating Financial Experts (with R. Lowery), 71:6 J. Fin. 2782 (Dec. 2016).

David Hoffman, Professor of Law

The Emptiness of Decisional Limits: Reconceiving Presidential Control of the Administrative State, 69 Admin. L. Rev. 43 (2017).

Asymmetric Information and Intermediation Chains (with C. Opp), 106:9 A m . Econ. Rev. 2699 (Sept. 2016).

From Promise to Form: How Contracting Online Changes Consumers, 91:6 N.Y.U. L. Rev. 1595 (Dec. 2016).

The Labor Market for Bankers and Regulators (with P. Bond), 27:9 Rev. Fin. Stud. 2539 (Sept. 2014).

Contract Consideration and Behavior (with Z. Eigen), 85 Geo. Wash. L. Rev. 351 (2017).

The Law of the Test: Performance-Based Regulation and Diesel Emissions Control (with J. Nash), 34 Yale J. on Reg. 33 (2017).

The Limits of Performance-Based Regulation, 50 U. Mich. J.L. Reform 525 (2017).

Agenda-Setting in the Regulatory State: Theory and Evidence (with D. Walters), 68 Admin. L. Rev. 865 (2016).

Separation of Powers of Legitimacy: An Empirical Inquiry into Norms about Executive Power (with K. Firth), 164 U. Pa .

L. Rev. 1869 (2016).

The Bounds of Executive Discretion in the Regulatory State (with C. Yoo), 164 U. Pa . L. Rev. 1587 (2016).

Jill E. Fisch, Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics

Does Majority Voting Improve Board Accountability? (with S. Choi, M. Kahan & E. Rock), 83 U. Chi. L. Rev. 1119 (2016).

The Knowledge Gap in Workplace Retirement Investing and the Role of Professional Advisors (with T. WilkinsonRyan & K. Firth), 66 Duke L.J. 633 (2016).

Family Ties: Salman and the Scope of Insider Trading, 69 Stan. L. Rev. Online 46 (2016).

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

Feedback Effects, Asymmetric Trading, and the Limits to Arbitrage (with A. Edmans & W. Jiang), 105:12 A mer. Econ. Rev. 3766 (Dec. 2015).

“Ideology” or “Situation Sense”? An Experimental Investigation of Motivated Reasoning and Professional Judgment (with D. Kahan, D. Evans, N. Devins, E. Lucci & K. Cheng), 164 U. Pa . L. Rev. 349 (2016).

The Common Sense of Contract Formation (with T. Wilkinson-Ryan), 67 Stan. L. Rev. 1269 (2015).

Government Intervention and Information Aggregation by Prices (with P. Bond), 70:6 J. Fin. 2777 (Dec. 2015).

Whither Bespoke Procedure?, 2014 U. Ill . L. Rev. 389 (2014).

Information Diversity and Complementarities in Trading and Information Acquisition (with L. Yang), 70:4 J. Fin. 1723 (Aug. 2015).

Empirical Analysis of Data Breach Litigation (with S. Romanosky & A. Acquisti), 11 J. Empirical L eg. Stud. 74 (2014).

Speculation and Hedging in Segmented Markets (with Y. Li & L. Yang), 27:3 Rev. Fin. Stud. 881 (Mar. 2014).

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)

Lyman Johnson’s Invaluable Contribution to Delaware Corporate Jurisprudence (with J. Jacobs), 74 Wash. & Lee L. Rev. 909 (2017).

Robert W. Holthausen, The Nomura Securities Company Professor and Ernst and Young Professor, Professor of Accounting and Finance, The Wharton School

Corporate Valuation: Theory, Evidence and Practice (with M. Zmijewski), Cambridge Business Publishers (2014).

Valuation with Market Multiples: How to Avoid Pitfalls When Identifying and Using Comparable Companies, 24:3 J. App. Corp Fin. 26 (Sept. 2012).

Pitfalls in Levering and Unlevering Beta and Cost of Capital Estimates in DCF Valuations, 24:3 J. App. Corp. Fin. 60 (Sept. 2012).

Robert P. Inman, Richard King Mellon Professor of Finance; Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School

Federal Institutions and the Democratic Transition: Learning from South Africa, 28:4 J.L. Econ. & Org. (2011).

How Should Suburbs Help Their Central Cities? Growth and Welfare Enhancing Intra-Metropolitan Fiscal Distributions, 626 Annals A m . Acad. Pol . & Soc. Sci. 39 (2009).

M aking Cities Work: Prospects and Policies for Urban A merica , Princeton University Press (2009).

Jonathan Klick, Professor of Law

The L aw and Economics of Federalism, ed.

(Edward Elgar Publishing 2017).

The Value of the Right to Exclude: An Empirical Assessment (with G. Parchomovsky), 165 U. Pa. L. Rev. 917 (2016).

Reducing False Guilty Pleas and Wrongful Convictions Through Exoneree Compensation (with M. Mungan), 59 J.L. & Econ. 173 (2016).

Everything’s Bigger in Texas: Except Medmal Settlements (with E. Helland & T. Baker), 22 Conn. Ins. L.J. 1 (2016).

Identifying Criminals’ Risk Preferences (with M. Mungan), 91 Ind. L. J. 791 (2016).

The Developmental Effect of State Alcohol Prohibitions at the Turn of the 20th Century (with M. Evans, E. Helland, & Ashwin Patel), 54 Econ. Inquiry 762 (2016).

Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy

Taxation, Competitiveness, and Inversions: A Response to Kleinbard, 155 Tax Notes 619 (2017).

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).

The Economic Foundation of the Dormant Commerce Clause (with R. Mason), 103 Va .

L. Rev. (forthcoming 2017).

How the Massachusetts Supreme Judicial Court Should Interpret Wynne (with R. Mason), 78 State Tax Notes 921 (2015).

Wynne: It’s Not About Double Taxation (with R. Mason), 75 State Tax Notes 413 (2015).

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

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

When and How the Punishment Must Fit the Crime (with V. Nocke & L. White), 58:2 Int’l Econ. Rev. 315 (2017).

Premuneration Values and Investments in Matching Markets (with A. Postlewaite & L. Samuelson), Econ. J. (forthcoming).

Buying Locally (with A. Postlewaite & L. Samuelson), 57:4 Int’l Econ. Rev. 1179 (2016).

Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law

Michael R. Roberts, William H. Lawrence Professor of Finance, The Wharton School

Security Interests in Book-Entry Securities in Japan: Should Japanese Law Embrace Perfection by Control Agreement and Security Interests in Securities Accounts? (with K. Koens), 38 U. Pa . J. Int’l L. (forthcoming 2017).

This History of the Cross-Section of Stock Returns (with J. Linnainmaa), Rev. Fin. Stud. (forthcoming).

A Framework for a Formal Sovereign Debt Restructuring Mechanism: The KISS (Keep it Simple, Stupid) Principle and Other Guiding Principles, 37 Mich. J. Int’l L. 57 (2015).

The MAC Protocol: Some Comments and a Challenge, 4 C ape Town Convention J. (2015).

Security Interest in Personal Property (with S.L. Harris), Foundation Press (6th ed. 2015).

The Cape Town Convention’s Improbablebut-Possible Progeny Part Two: Bilateral Investment Treaty-Like Enforcement Mechanism, 55 Va . J. Int'l L. 451 (2015).

The (Il)Legitimacy of Bankruptcies for the Benefit of Secured Creditors, 2015 U. Ill . L. Rev. 735.

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

The Dual-Grant Theory of Fair Use (with A. Bell), 83 U. Chi. L. Rev. 1051 (2016).

Of Property and Information (with A. Bell), 113 Colum . L. Rev. 237 (2016).

Equity's Unstated Domain: The Role of Equity in Shaping Copyright Law (with S. Balganesh), 163 U. Pa . L. Rev. 1845 (2015).

Copyright Trust (with A. Bell), 100 Cornell L. Rev. 1015 (2015).

The Structure and Pricing of Debt Covenants (with M. Bradley), 5 Quarterly J. of Fin . 1 (2015).

A Century of Corporate Capital Structure: The Leveraging of Corporate America (with J. Graham & M. Leary), 118 J. Fin. Econ. 658 (2015).

Do Peer Firms Affect Corporate Capital Structure (with M. Leary), 69 J. Fin. 139 (2014).

The Role of Dynamic Renegotiation and Asymmetric Information in Financial Contracting, 116 J. Fin. Econ. 61 (2014).

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

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).

Governmental Intervention in an Economic Crisis (with R. Rasmussen), 19 U. Pa . J. Bus. L. 7 (2016).

Governance Reform and the Judicial Role in Municipal Bankruptcy (with C. Gillette), 125 Yale L.J. 1150 (2016).

Rediscovering Corporate Governance in Bankruptcy, 87 Temp. L. Rev. 1021 (2015).

Financing Systemically Important Financial Institutions in Bankruptcy, in M aking Failure Feasible: How Bankruptcy Reform C an End "Too Big to Fail ," (K. Scott, et al., eds., Hoover Institution Press 2015).

What is a Lien? Lessons from Municipal Bankruptcy, 2015 U. Ill . L. Rev. 675 (Feb. 2015).

From Chrysler and General Motors to Detroit, 24 Widener L.J. 121 (2015).

Susan M. Wachter, Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research REIT Financing Choices: Preparation Matters (with A. Pavlov & E. Steiner), Real Est. Econ., forthcoming.

Homeownership and Nontraditional and Subprime Mortgages (with A. Acolin, X. An, & R. Bostic), 27:3 Housing Pol’y Debate 393 (June 2017).

Borrowing Constraints and Homeownership (with A. Acolin, J. Bricker, & P. Calem), 106:5 A mer. Econ. Rev.: Papers and Proc . 625 (May 2016).

Transparency in the Mortgage Market (with A. Pavlov & A. Zevelev), 49 J. Fin. Serv.

Res. 265 (June 2016).

Second Liens and the Leverage Option (with A. Levitin), 68 Vand. L. Rev. 1243 (Oct. 2015).

The Housing and Credit Bubbles in the United States and Europe: A Comparison, 47 J. Money, Credit & Banking 37 (Mar./Apr., 2015).

Amy Wax, Robert Mundheim Professor of Law

Family and Household Economics, chapter 12, in the Oxford Handbook of L aw and Economics (Winter 2017).

Educating the Disadvantaged: Two Models, Harv. J.L. & Pub. Pol’y (Fall 2017).

Educating the Disadvantaged, 32 Nat’l Aff. (Summer 2017).

The Poverty of the Neuroscience of Poverty: Policy Payoff or False Promise?, 57 Jurimetrics 239 (2017).

On Not Dreaming of Affirmative Action, 17 U. Pa . J. Const. L. 757 (2015).

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

Lucian (Luke) Taylor, Associate Professor of Finance, The Wharton School

Security Design in Initial Public Offerings (with A. Chakraborty & S. Gervais), 15:2 Rev. Fin. 327 (2011).

Catalogs (with A. Stein), 115 Colum . L. Rev. 165 (2015).

Do Funds Make More When They Trade More? (with L. Pastor & R. Stambaugh), J. Fin. (forthcoming).

Adverse Selection and Convertible Bonds (with A. Chakraborty), 78:1 Rev. Econ. Stud.

148 (2011).

Structure and Value in the Common Law (with S. Balganesh), 163 U. Pa . L. Rev. 1241 (2015).

Intangible Capital and the Investment-q Relation (with R. Peters), 123 J. Fin. Econ.

251 (2017).

Predatory Mortgage Lending (with P. Bond & D. Musto), 94 J. Fin. Econ. 412 (2009).

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

Scale and Skill in Active Management (with L. Pastor & R. Stambaugh), 116 J. Fin. Econ.

23 (2015).

The Green Option (with E. Stavang), 99 Minn. L. Rev. 967 (2015)

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

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

Memorable Consumption (with I. Gilboa & L. Samuelson), J. of Econ. Th. (forthcoming).

Dynamic Debt Runs and Financial Fragility: Evidence from the 2007 ABCP Crisis (with E. Schroth & G. Suarez), 112 J. Fin. Econ.

164 (2014).

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

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

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

Premuneration Values and Investments in Matching Markets (with G. Mailath & L. Samuelson), Econ. J. (forthcoming).

Bankers and Chancellors (with W. Bratton), 93 Tex. L. Rev. 1 (2014).

Buying Locally (with A. Postlewaite & L. Samuelson), 57:4 Int'l Econ. Rev. 1179 (2016).

The Striking Success of the National Labor Relations Act, 37 Regulation 20 (Spring 2014).

PUBLICATIONS AND PAPERS

57

ASSOCIATE FACULTY

58

INSTITUTE FOR LAW AND ECONOMICS

ILE INVESTORS 2016–2017 Funding for the Institute for Law and Economics comes from a diverse group of individuals, law firms, corporations, and foundations who endorse our work each year. We are pleased and privileged to recognize and thank the ILE investors whose generous contributions underwrite the activities described in this report. We deeply appreciate their support and their active participation in institute programs.

Benefactors $25,000 or above Charles I. Cogut and Simpson Thacher & Bartlett LLP Robert L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP Sullivan & Cromwell LLP Sponsors $10,000 to $24,999 Apollo Global Management, LLC AQR Capital Management, LLC Ashe Capital Management Bernstein Litowitz Berger & Grossmann LLP Martin J. Bienenstock Cadwalader, Wickersham & Taft LLP Cleary Gottlieb Steen & Hamilton LLP Cravath, Swaine & Moore LLP Credit Suisse Debevoise & Plimpton LLP Dechert LLP Delaware Department of State E. I. du Pont de Nemours and Company Evercore John G. Finley FMC Corporation Joel E. Friedlander Joseph D. Gatto Gibson, Dunn & Crutcher LLP Goldman, Sachs & Co.

Perry Golkin, Mrs. Donna O’Hara Golkin, and The Perry and Donna Golkin Family Foundation Leon C. Holt, Jr. Hughes Hubbard & Reed LLP Innisfree M&A Incorporated Jennifer Muller Sarkis Jebejian Roy J. Katzovicz Kirkland & Ellis LLP Lazard MacAndrews & Forbes Incorporated MacKenzie Partners, Inc. Merck & Co., Inc. Millennium Management Foundation Morgan, Lewis & Bockius LLP Morris, Nichols, Arsht & Tunnell LLP Nelson Mullins Riley & Scarborough, LLP Pershing Square Capital Management, L.P. Potter Anderson & Corroon LLP Allan N. Rauch Richards, Layton & Finger, P.A. Ropes & Gray LLP Seyfarth Shaw LLP Shearman & Sterling LLP Sidley Austin LLP Vanguard Wachtell, Lipton, Rosen & Katz White & Case LLP Young Conaway Stargatt & Taylor, LLP

Members $5,000 to $9,999 Myron J. Resnick Kenneth W. Willman Donors $1,000 up to $4,999 John DiTomo Christopher Foulds Jeffrey M. Gorris Edmund Kitch James A. Ounsworth Helen P. Pudlin Donors Up to $999 Mary J. Grendell Amgen Inc.

INSTITUTE INVESTORS

59

LECTURES

Institute for Law & Economics University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104–6204 215.898.7719, www.law.upenn.edu/ile/ September 2017

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

William W. Bratton, Co-Director Nicholas F. Gallicchio Professor of Law 215.898.6911 wbratton@law.upenn.edu Lawrence A. Hamermesh, Executive Director 215.746.4576 lhamerme@law.upenn.edu Nadia Jannetta, Senior Manager 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 Penn’s School of Arts and Sciences, the Institute has played a leading role in this expanding field.

Cross-disciplinary research, the cornerstone of ILE, seeks to influence the national policy debate by analyzing the impact of law on the global economy, spotlighting the significant role that economics plays in fashioning legal policy. Our innovative roundtables and conferences, launched in 1985, complement these goals by provoking in-depth and frequently groundbreaking examinations of critical issues. These and other programs highlighted in this Annual Report have helped the Institute stay on the leading edge of this crossdiscipline.

The Institute for Law and Economics has unique advantages. We draw on the research and teaching strengths of the Law School, the Wharton School, and the Department of Economics. Our geographic location is optimal, allowing us to bring together participants from Washington and New York for full-day meetings and still get everyone home in time for dinner. We have been able to call on the expertise of Penn Law School alumni who occupy key positions in law, business, and government. And, critically, we have an extraordinarily distinguished cadre of board members and sponsors who are willing to give of their time and expertise to make our programming a success.

In each area, from our public lectures and panels through our closed-door roundtables to our more academically-oriented faculty workshops, we are driven by the same mission: to use the tools of economics to understand the law. In a world in which complex legal rules govern economic relationships, the tools of economics provide a way of asking whether the law creates appropriate incentives to encourage actors to maximize social welfare.

Funding for ILE comes from a diverse group of corporations, law firms, foundations, and individuals who endorse our work each year.

Over the past decade, the Institute has more than tripled its donor base to provide ongoing support for its programs.