ILE Annual Report 2024-2025 by PennCareyLaw

INSTITUTE FOR LAW & ECONOMICS

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

ANNUAL REPORT 2024-25

Message from the Co-Chairs

With their focus on issues of relevance to the academic, legal, and business communities, the programs offered by the Institute for Law & Economics (ILE or the Institute) enjoy an outstanding reputation for excellence, enabling cross-disciplinary dialogue at the intersection of academia and practice on a host of the most pressing and rapidly evolving issues in business law and beyond.

On behalf of ILE’s Board of Advisors, we want to express our gratitude to everyone who has contributed to the achievements of ILE during this past year. In particular, we would like to thank those members of the Board of Advisors and their colleagues from their respective firms who have participated in ILE’s programs; they have been a vital part of the programs’ success.

ILE continues to develop and promote a rich agenda of programming and research that delivers great value to a host of audiences, from students to academics to the business community. The collaboration across not only the Penn community, but across academia and into the business and policy spaces, is a consistent source of inspiration. From the Fall Corporate Roundtable, which created a wonderful forum for spirited debate at the intersection of theory and practice, to the Pipeline Programs, which allowed for our fellow Board of Advisor members to help guide and shape the next generation of bright minds, it was another dynamic and successful year of programming.

We were pleased to welcome as new members of our Board of Advisors Laarni Bulan, Vice President, Cornerstone Research; Michael Darby, Partner, Dechert LLP; John Galloway, Principal, Global Head of Investment Stewardship,

Vanguard; Charlotte Newell, Partner, Sidley Austin LLP; and Marc Treviño, Partner, Sullivan & Cromwell LLP.

All of the members of our ILE Board of Advisors give generously to ILE, not just financially but also with their time and expertise, and we are grateful for their contributions. We would like to give a special thanks to Jay Clayton for his leadership and partnership as co-chair over the past years, and we wish him all the best in his new role.

The dedication of our Faculty Co-Directors to all aspects of ILE’s work, and their ability to originate timely programming and attract ideal participants, are the reasons for the continued success of ILE’s programs. ILE’s leadership is fundamental to its continued success as a forum for substantive discussions of topical issues relevant to corporations and their legal and financial advisors, as well as jurists and academics. We also want to acknowledge the contributions of Joe Sensenbrenner, our Managing Director, who joined us this past December.

MARK I. GREENE L’93 Cravath, Swaine & Moore LLP

AMY SIMMERMAN C’02

Wilson Sonsini Goodrich & Rosati

June 2025

Board of Advisors

New York, NY

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

Laarni T. Bulan Cornerstone Research Boston, MA

Charles I. Cogut Co-Chair, 2008-2019 Simpson Thacher & Bartlett LLP

John DiTomo Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE

William D. Anderson, Jr. Evercore New York, NY

Daniel H. Burch MacKenzie Partners, Inc. New York, NY

Steven M. Cohen Blue Raven LLP New York, NY

John G. Finley The Blackstone Group L.P. New York, NY

Marshall B. Babson Seyfarth Shaw LLP New York, NY

Brian Carney Apollo Global Management, LLC New York, NY

Michael Darby Dechert LLP Philadelphia,

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

Martin J. Bienenstock Proskauer Rose LLP New York, NY

George A. Casey Linklaters LLP New York, NY

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

Eric M. Feinstein Wachtell, Lipton, Rosen & Katz New York, NY

Board of Advisors

Eric J. Friedman

Skadden, Arps, Slate, Meagher & Flom LLP New York, NY

Robert L. Friedman Chair, 2001-2007 The Blackstone Group L.P. New York, NY

John Galloway Vanguard Wayne, PA

Peter

Joseph B. Frumkin Co-Chair, 2008-2022 Sullivan & Cromwell LLP New York, NY

Joseph D.

Orient Point Partners New York, NY

Gaurav

Analysis Group New York, NY

Meredith Kotler Freshfields Bruckhaus Deringer US LLP New York, NY

Erik T. Hoover DuPont Wilmington,

E. Kazanoff Simpson Thacher & Bartlett LLP New York, NY

Gatto

Sarkis Jebejian Kirkland & Ellis LLP New York, NY

Kristopher Knight Delaware Department of State Wilmington, DE

Daniel M. Gallagher Robinhood Washington, D.C.

Perry Golkin PPC Enterprises LLC New York, NY

Jetley

Eduardo Gallardo Paul Hastings, LLP New York,

Mark I. Greene Co-Chair 2023Cravath, Swaine & Moore LLP New York, NY

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

Board of Advisors

New York, NY

Scott B. Luftglass Fried, Frank, Harris, Shriver & Jacobson LLP

New York City, NY

Charlotte Newell Sidley Austin LLP New York, NY

Morton A. Pierce

Fried, Frank, Harris, Shriver & Jacobson LLP New York, NY

Kenneth A. Lefkowitz

Hughes Hubbard & Reed LLP New York, NY

William P. Mills, III

Cadwalader, Wickersham & Taft LLP

Ian A. Nussbaum

Latham & Watkins LLP New York, NY

Helen P. Pudlin PNC Financial Services Group Bryn Mawr, PA

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

Jennifer Muller Houlihan Lokey San Francisco, CA

James A. Ounsworth The S Consulting Group Philadelphia, PA

Myron J. Resnick Allstate Insurance Company Northbrook, IL

Ted S. Lodge GoldenTree Asset Management, LP New York, NY

Robert H. Mundheim A & O Shearman New York, NY

Jean Park Cooley LLP New York, NY

Alyssa Ronan Potter Anderson & Corroon LLP Wilmington, DE

Daniel Lee Moelis & Company Los Angeles, CA

Board of Advisors

New York, NY

Hon. Leo E. Strine, Jr. Chief Justice, Delaware Supreme Court, 2014-2019

Wachtell Lipton Rosen & Katz

New York, NY

Boston, MA

New York, NY

Wilmington, DE

Jeroen van

Bernstein Litowitz Berger & Grossmann LLP New York, NY

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

Jeffrey J. Rosen Debevoise & Plimpton LLP

Jennifer Shotwell Innisfree M&A Incorporated New York, NY

Amy L. Simmerman Co-Chair 2025Wilson Sonsini Goodrich & Rosati

Peter L. Welsh Ropes & Gray LLP

Joseph A. Stern Goldman Sachs & Co. New York, NY

Jennifer Zachary Merck & Co., Inc. Kenilworth, NJ

Marc Treviño Sullivan & Cromwell LLP

Kwawegen

Message from the Dean

The Institute combines Penn’s greatest interdisciplinary strengths to focus on complex and timely questions in business law and practice.

ILE pioneered bringing together judges, dealmakers, regulators, business leaders, lawyers, bankers, policymakers, investors, academics, and more, demonstrating that this diverse group of experts generates important and original insights.

Another of ILE’s great strengths is the variety of programs it offers. The Roundtables—ILE’s signature events—bring together distinguished members of the bar, judiciary, government, business world, and academia for discussion and intellectual exploration. ILE’s public lectures by leading jurists, executives, regulators, and entrepreneurs attract participants from all sectors of the University and from the wider community. During the past year, the outstanding talks, panels, and conferences organized by ILE covered a wide range of topics, including the meaning and value of shareholder activism, the future of antitrust regulation, evolving responsibilities of corporate officers and directors, the rise of private capital markets as drivers of economic growth, and the impact of large technology companies on innovation.

We are proud of the generous support ILE receives from the many corporations, law firms, investment banks and individuals who understand the importance of ILE and the unique position it holds. Many of ILE’s contributors serve as members of its Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators.

We owe a particular debt of gratitude to the Institute’s extraordinary cochairs, Jay Clayton EAS’88, L’93 and Mark I. Greene L’93, for their many exceptional contributions. We would like to pay special tribute to Jay for his years of service at ILE and wish him tremendous success in his continued service to our country, now as Acting US Attorney for the Southern District of New York. We give a hearty welcome to Amy Simmerman of Wilson Sonsini Goodrich & Rosati who has graciously agreed to assume the role of Co-Chair of the ILE Board of Advisors. ILE has benefitted substantially from Jay and Mark’s efforts, and we look forward to continued strong leadership from Mark and Amy in the time ahead.

The dedication of two eminent professors who have led ILE—Elizabeth Pollman and Lisa Fairfax—has been essential to ILE ranking among the premier institutions of its kind. ILE has prospered under their excellent direction, supported by the efforts of Joe Sensenbrenner, who joined us last year as ILE’s Managing Director. ILE will thrive under their leadership as it continues its record of impact and excellence.

SOPHIA Z. LEE

Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey Law School June 2025

Message from the Co-Directors

It has been our honor to continue the mission of the Institute by convening practitioners, lawmakers, and academics to discuss important and timely issues at the intersection of law, business, finance, and corporate governance.

We are pleased to provide an overview of ILE’s impactful work this academic year.

ILE’s signature Corporate Roundtables and Distinguished Jurist Lecture were once again highlights. The Fall Corporate Roundtable kicked off with a paper presentation and discussion of antitrust issues and the regulatory environment for M&A, bridging academia and practice. An exceptionally engaging panel followed, featuring financial advisers, dealmakers, and litigators, covering a wide range of M&A market trends, corporate law developments, and case law updates. The afternoon roundtable panel explored in depth the current state of public and private markets with top experts on finance, securities law, and corporate governance, and topics ranging from the rise of private credit to IPOs and the governance arrangements of venture-backed startups. The Spring Corporate Roundtable was hosted at the Penn Club of New York in a true roundtable format that brought together members of the ILE advisory board and select designees for an off-the-record discussion of the evolving corporate law and governance landscape, recent judicial decisions, legislative developments, and regulatory competition. We were especially fortunate to be joined by special guests Vice Chancellors Lori W. Will and Morgan T. Zurn of the Delaware Court of Chancery. Our annual Distinguished Jurist Lecture featured The Honorable Kathaleen St. J. McCormick, Chancellor of the Delaware Court of Chancery. Her insightful lecture, delivered to a packed audience in Gittis Hall, focused on Delaware’s legal framework for derivative litigation including recent doctrinal trends and procedural issues.

We pushed forward our work on multiple projects and initiatives. In the fall, ILE hosted our third annual Junior Faculty Workshop. The program was an all-day event with presentations of novel and innovative scholarship from nine

pre-tenure faculty from a variety of law schools who received feedback from senior scholars and practitioners with relevant subject matter expertise, including from ILE advisory board members. The Junior Faculty Workshop enables ILE to support the next generation of business law and finance scholars while enhancing engagement between academics and practitioners.

In the spring, we were pleased to host the 19th Annual Penn/ NYU Conference on Law & Finance, a two-day program exemplifying the value of interdisciplinary research and engagement. Likewise, we continued our international collaboration with the University of Oxford, Goethe University, and the London School of Economics (LSE) as a co-organizer of the two-day annual conference on The Law and Finance of Private Equity and Venture Capital, hosted by LSE in London in June, and co-sponsored by the European Corporate Governance Institute.

Further, we upheld our tradition of hosting student-oriented events that introduce students to a wide variety of business law topics and experts. In addition to a Meet & Greet with student organizations, we welcomed members of the American Bar Association Business Law Section’s Mergers and Acquisitions Committee for a panel discussion on Women in M&A. We also continued our Lunch & Learn series with a number of distinguished speakers, including a visit from Heath Tarbert, Chief Legal Officer and Head of Corporate Affairs at Circle and Sophia Tawil, General Counsel of Cravath, Swaine & Moore LLP.

As in the past, ILE’s greatest resource is the quality of our supporters and their active participation in our programs. Our advisory board members and sponsors play a critical role in developing our programs as well as providing valuable

financial support. We benefited greatly from the generous leadership of our advisory board co-chairs, Jay Clayton (EAS’88, L’93) of Sullivan & Cromwell LLP and Mark Greene (L’93) of Cravath, Swaine & Moore LLP. In April 2025, Jay stepped down as advisory board co-chair in advance of his appointment as Acting U.S. Attorney General for the Southern District of New York. We are incredibly grateful for his enormous contributions to ILE and wish him much success. We are pleased to announce that Amy Simmerman of Wilson Sonsini Goodrich & Rosati has agreed to step into the role of ILE advisory board co-chair. We look forward to the insights and vision Amy will bring in partnership with Mark.

We are also pleased to welcome several new advisory board members this year, and a new member to the ILE administrative team, Joe Sensenbrenner. Joe came on board at the end of the Fall semester during a particularly busy time, and his quick adaptation and smooth transition into our programming have been nothing short of impressive.

We appreciate your contributions to ILE’s continued success.

LISA M. FAIRFAX

Co-Director, Institute for Law & Economics

Presidential Professor of Law

ELIZABETH POLLMAN

Co-Director, Institute for Law & Economics

Professor of Law

June 2025

Roundtable Programs

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

Over the years, the Institute’s roundtables on business, law, finance and corporate governance have engaged the interest and participation not only of scholars but also of leaders in the business and public sectors. The high caliber of the participants guarantees that each roundtable is intense and informative.

ILE’s longstanding off-the-record policy for the roundtables is often the impetus for an energetic and wide ranging exchange of ideas among some of the nation’s most accomplished scholars, attorneys, and business people.

ROUNDTABLE PROGRAMS

Fall Corporate Roundtable

Friday, December 6, 2024

WELCOME

Sophia Z. Lee, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Carey School of Law

MORNING SESSIONS

The Structure of Merger Law and Future of Merger Enforcement Policy

PRESENTER

Herbert Hovenkamp, University of Pennsylvania Carey Law School

COMMENTATOR

Noah Joshua Phillips, Cravath, Swaine & Moore LLP

MODERATOR

Lisa M. Fairfax, University of Pennsylvania Carey Law School

Professor Herbert Hovenkamp presented key insights from his article, The Structure of Merger Law. Drawing upon historical and current examples of transportation networks and grocery store chains to demonstrate the state of markets and enforcement, Professor Hovenkamp further addressed the 2023 Merger Guidelines and provided commentary on antitrust issues and the regulatory environment for M&A in this transitional moment and looking forward. Former FTC Commissioner Noah Phillips provided a practitioner’s view, reading the tea leaves of the new administration’s stance, as well as an analytical review of antitrust enforcement under the outgoing administration.

M&A Roundup: Market Trends, Corporate Law Developments, and Litigation Updates

PANELISTS

John DiTomo, Morris, Nichols, Arsht & Tunnell LLP

Peter Kazanoff, Simpson Thacher & Bartlett LLP

Eric Feinstein, Wachtell, Lipton, Rosen & Katz

Jennifer Muller, Houlihan Lokey

Damien Fisher, Evercore

Ian Nussbaum, Latham & Watkins LLP

MODERATOR

Elizabeth Pollman, University of Pennsylvania Carey Law School

The panelists discussed M&A market trends, shareholder activism, corporate law developments on controlling shareholder deals, shareholder agreements, damages, and evolving market practices, as well as litigation updates on recent cases concerning the sale process, aiding and abetting liability, advance notice bylaws, disclosure-only settlements, and more.

AFTERNOON SESSION

The Current State of Public and Private Markets

PANELISTS

Glenn Booraem, The Vanguard Group, Inc.

Elisabeth de Fontenay, Duke University School of Law

Whitney Chatterjee, Apollo Global Management

Dan Gallagher, Robinhood Markets, Inc.

John Finley, Blackstone, Inc.

Renee Jones, Boston College Law School

MODERATORS

Jay Clayton, Sullivan & Cromwell LLP

Elizabeth Pollman, University of Pennsylvania Carey Law School

The Roundtable featured a lively discussion about the regulatory, investor, and company drivers of the size and structure of public and private markets, including equity and credit. The panelists engaged a variety of perspectives on current issues ranging from governance considerations to investor access and protection in capital markets.

1 Peter Kazanoff (Simpson Thacher & Bartlett LLP) and Jennifer Muller (Houlihan Lokey)

2 Eric Feinstein (Wachtell, Lipton, Rosen & Katz) and John DiTomo (Morris, Nichols, Arsht & Tunnell LLP)

3 Renee Jones (Boston College Law School), Dan Gallagher (Robinhood), and Elisabeth de Fontenay (Duke University School of Law)

4 Elizabeth Pollman (University of Pennsylvania Carey Law School) and Jay Clayton (Sullivan & Cromwell LLP)

5 (front row) David Hoffman (University of Pennsylvania Carey Law School), The Hon. Collins J. Seitz, Jr. (Delaware Supreme Court), Martin Lessner (Young Conaway Stargatt & Taylor, LLP), (back row) Jeroen van Kwawegen (Bernstein Litowitz Berger & Grossmann LLP), The Hon. Morgan T. Zurn (Delaware Court of Chancery), and Joe Sensenbrenner (University of Pennsylvania Carey Law School)

ROUNDTABLE PROGRAMS

Spring Corporate Roundtable

Friday, May 2, 2025

The Spring Corporate Roundtable was held on May 2, 2025 at the Penn Club of New York. The Roundtable brought together members of the ILE advisory board and select designees from our member firms for an off-the-record discussion of the evolving corporate law and governance landscape, recent judicial decisions, legislative developments, and regulatory competition. We were joined by special guests Vice Chancellors Lori W. Will and Morgan T. Zurn of the Delaware Court of Chancery.

The Roundtable fostered lively and in-depth engagement on the current environment and potential future developments impacting the framework of corporate law. A reception and dinner followed with continued conversation.

1 The Hon. Morgan T. Zurn (Delaware Court of Chancery) and The Hon. Lori W. Will (Delaware Court of Chancery)

2 (from left) Elizabeth Pollman (University of Pennsylvania Carey Law School), Mark Greene (Cravath, Swaine & Moore LLP), The Hon. Morgan T. Zurn (Delaware Court of Chancery), The Hon. Lori W. Will (Delaware Court of Chancery), Amy Simmerman (Wilson Sonsini Goodrich & Rosati), and Lisa M. Fairfax (University of Pennsylvania Carey Law School)

Lectures

ILE has traditionally sponsored a variety of public lectures featuring speakers on timely topics of particular interest to practitioners and students of business law and finance. Audiences are drawn from all sectors of the University and the legal and business communities. The preeminent speakers hold particular appeal and inspiration for students at the Law School and The Wharton School, with whom they talk informally at receptions following each lecture.

Of particular note is the Distinguished Jurist Lecture, which is an annual highlight of the Institute’s public programming. In hosting that event, the Institute aims to spotlight and honor jurists and regulators at the state and federal levels who have led noteworthy careers and made significant contributions to their fields.

LECTURES

Distinguished Jurist Lecture

Tuesday, October 22, 2024

On

October 22, 2024, the Honorable Kathaleen Saint Jude McCormick presented the Distinguished Jurist

Lecture, “Evolving Issues in Delaware Law.”

Chancellor McCormick was sworn in as Chancellor of the Delaware Court of Chancery in May 2021. She was first appointed to the Court as Vice Chancellor in 2018. Prior to joining the Court of Chancery, she was a partner in the Delaware law firm Young Conaway Stargatt & Taylor, LLP, where she focused her practice on litigating internal governance and corporate disputes.

On the bench, Chancellor McCormick has been a leader in corporate law during a time in which the demands on the Court of Chancery continue to increase in volume and complexity. Her lecture, delivered to a packed audience in Gittis Hall, focused on Delaware’s legal framework for derivative litigation. The Chancellor observed: “Like most creatures of common law, that framework was constructed piecemeal, over many decades, and calls out for re-design.”

Her lecture highlighted a variety of recent trends such as the increase in Caremark claims and books and records requests that contribute to significant attention on shareholder litigation. Furthermore, she identified several areas for potential reform or clarification including the tacit concession doctrine, the question of whether demand futility can be raised after the pleading stage, and the continued viability of the concept of dual-natured claims. The Distinguished Jurist Lecture was followed by a reception in the Haaga Lounge including esteemed members of the Delaware judiciary, corporate law practitioners, as well as Penn Carey Law faculty and students.

The Hon. Kathaleen St. J. McCormick (Delaware Court of Chancery)

1 The Hon. J. Travis Laster (Delaware Court of Chancery) and Robert Mundheim (A&O Shearman)

2 Laarni Bulan (Cornerstone Research), Erik Hoover (DuPont), and Jennifer Shotwell (Innisfree M&A Incorporated)

3 George Casey (Linklaters LLP), Alyssa Ronan (Potter Anderson & Corroon LLP) and Charlotte Newell (Sidley Austin LLP)

LECTURES

Past Distinguished Jurist Lectures

JANUARY 29, 2024

Lessons from the Benches: Reflections from One Jurist’s Journey Through State and Federal Courts

The Hon. Tamika MontgomeryReeves, U.S. Court of Appeals for the Third Circuit

OCTOBER 26, 2022

Regulating Digital Assets: Law, Policy, and Economic Implications

Kristin N. Johnson, Commissioner, Commodity Futures Trading Commission

APRIL 7, 2022

Creating Common Law in the Corporate Context – Delaware Style

The Hon. Karen L. Valihura L’88, Justice, Delaware Supreme Court

FEBRUARY 24, 2021

Corporate Governance Post-Pandemic and PostPresident Trump Fireside Chat with The Hon. Leo E. Strine, Jr., Counsel, Watchell, Lipton, & Katz

NOVEMBER 11, 2019

Modernizing Our Regulatory Framework: Focus on Authority, Expertise & LongTerm Investor Interests

Jay Clayton L’93, Chairman, U.S. Securities and Exchange Commission

OCTOBER 16, 2018

How Some Appellate Judges Think

The Hon. Thomas L. Ambro, Judge, U.S. Court of Appeals for the Third Circuit

NOVEMBER 15, 2017

The Procedural Implementation of Enhanced Scrutiny

The Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery

NOVEMBER 29, 2016

Current Policy Priorities

Antonio Weiss, Counselor to the Secretary of the U.S. Treasury, Department of the Treasury

OCTOBER 14, 2015

Science, Technology, and Immigration in the 21st Century

The Hon. Barrington D. Parker, Jr., U.S. Court of Appeals for the Second Circuit

MARCH 19, 2015

Fixing Lawyers’ Mistakes: The Court’s Role in Administering Delaware’s Corporate Statute

The Hon. John W. Noble, Vice Chancellor, Delaware Court of Chancery

NOVEMBER 19, 2013

The Paucity of Criminal Prosecutions Arising from the Financial Crisis: Unaccountable?

The Hon. Jed S. Rakoff, U.S. District Judge, Southern District of New York

OCTOBER 10, 2012

Financial Stability Regulation

Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System

FEBRUARY 15, 2012

Regular Order as Equity

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

OCTOBER 25, 2011

The Delaware Court of Chancery from 1989 –2011: An Insider’s View

The Hon. William B. Chandler III, Chancellor, Delaware Court of Chancery

MARCH 23, 2011

Treasury’s Performance as Pay Tsar: Precedent or Aberration?

Kenneth R. Feinberg, Feinberg Rozen, LLP

OCTOBER 29, 2009

Private Securities Litigation — Time for a Fresh Start?

The Hon. Lewis A. Kaplan, U.S. District Judge, Southern District of New York

NOVEMBER 11, 2008

Delaware Directors’ Fiduciary Duties: The Focus on Loyalty

The Hon. Randy Holland, Justice, Delaware Supreme Court

OCTOBER 24, 2007

The Future of Securities Regulation

Brian G. Cartwright, General Counsel, Securities and Exchange Commission

OCTOBER 11, 2006

The Embattled Corporation

The Hon. Richard A. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School

MARCH 16, 2006

Technology Mergers in a Shrinking World

The Hon. Vaughn R. Walker, Chief Judge, U.S. District Court for the Northern District of California

MARCH 3, 2005

Corporate Federalism: Event Horizons in Corporate Governance

The Hon. Myron T. Steele, Chief Justice, Delaware Supreme Court

OCTOBER 28, 2004

A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issues

The Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court

MARCH 4, 2004

Corporate Decision-Making in Delaware Courts

The Hon. Carolyn Berger, Justice, Delaware Supreme Court

LECTURES

Past Law & Entrepreneurship Lectures

SEPTEMBER 14, 2023

Real Estate Lawyer to Real Estate Executive

Debra A. Cafaro, Chairman & CEO, Ventas

MAY 12, 2021

A Moderated Conversation

Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz

With Theodore Mirvis, Wachtell, Lipton, Rosen & Katz

NOVEMBER 17, 2020

A Moderated Conversation: Entrepreneurship and Venture Capital in 2020 & Ahead

Scott Kupor, Managing Director, Andreesen Horowitz With Elizabeth Pollman, University of Pennsylvania Carey Law School

APRIL 10, 2019

China, Inc. – What It Means for American Innovation and Entrepreneurship

John Schultz L’89, Executive Vice President, Chief Legal & Administrative Officer, Hewlett Packard Enterprise; Chair of the Board, H3C Technologies Company, Ltd.

NOVEMBER 13, 2018

Intellectual Property – the New Global Currency

Osagie Imasogie LLM’85, Senior Managing Partner, Phoenix IP Ventures

JANUARY 17, 2018

Immersive Computing @ Google

Matthew Apfel, Director, VR Video, Google, Inc.

OCTOBER 25, 2017

Game Changers: Transformation of Sports Media (and a Career)

Bill Koenig, President of Global Content and Media Distribution, National Basketball Association

APRIL 12, 2017

A Banker’s Perspective on M&A

Greg Weinberger, Co-Head of Global M&A, Credit Suisse Securities (USA) LLC

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

MARCH 16, 2016

Off the Field and Off the Record: The Future Through the Prism of Sports

Philip de Picciotto, Founder and President, Octagon

NOVEMBER 11, 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

FEBRUARY 17, 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 CoFounder, 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

NOVEMBER 18, 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

APRIL 23, 2014

Blackstone Navigating a Sea of Regulatory Change

John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group

NOVEMBER 12, 2013

Shazam! – A ’63 Law Grad is Transformed into a High Tech

Entrepreneur

J. Haig Farris, President, Fractal Capital Corporation

FEBRUARY 25, 2013

From Corporate Management to Sports Management: Turning Around the 76ers

Adam Aron, CEO and Co-Owner, Philadelphia 76ers

OCTOBER 18, 2012

The Cross-Cultural CEO: Growing a Business in a World Without Borders

David Perla L’94, Co-Chief Executive Officer, Pangea3 LLC

NOVEMBER 15, 2011

Too Dull for Davos: My Life in Long-Only, Objective-Based, Active Money Management and Why I Think It Still Makes Sense

Paul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company

MARCH 2, 2011

Competitive Places and Inner City Opportunities: Reflections on 25 Years of Community Investment

Jeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund

NOVEMBER 2, 2010

The Financial Crisis: Aftermath and Implications

H. Rodgin Cohen, Sullivan & Cromwell LLP

MARCH 3, 2010

Managing Through Change, Managing Through Crisis in Financial Services

Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas

SEPTEMBER 30, 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

MARCH 31, 2009

The PeopleSoft Deal

Safra Catz, President, Oracle Corporation

MARCH 3, 2009

Defining the 21st Century Campus: The Intersection of Education and Community

The Hon. Michael Nutter, Mayor, City of Philadelphia

SEPTEMBER 17, 2008

Retailers in a Recession: A Fireside Chat on Investing with Bill Ackman

William A. Ackman, Managing Member, Pershing Square Capital Management, L.P.

MARCH 31, 2008

Making Every Mistake Once Safra Catz, President, Oracle Corporation

SEPTEMBER 19, 2007

Tales from Blackstone’s IPO

Robert L. Friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.

FEBRUARY 28, 2007

Law, Legal Risks, and the Financial Markets

Isaac D. Corré, Senior Managing Director, Eton Park Capital Management

NOVEMBER 29, 2006

Large-Scale Entrepreneurship: Business Development at GE

Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company

OCTOBER 26, 2006

Managing in the 21st Century

Henry R. Silverman, Chairman & CEO, Realogy Corporation

FEBRUARY 16, 2006

The Banker as Entrepreneur

Michael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC

Martin Lipton

Matthew Apfel

Philip de Picciotto

J. Haig Farris

Scott Kupor

Bill Koenig

Steven M. Cohen

Neil Grimmer, Roy Liguori, Keely Stewart, Frederick Alexander, Bart Houlahan

John Schultz

Greg Weinberger

Steven T. Shapiro

Osagie Imasogie

David Rubenstein

John Finley

Debra A. Cafaro

Academic Events & Panel Programs

ILE organizes a variety of forums focused primarily on the academic community. A distinctive feature of these programs is the involvement of judges and practitioners, who bring their practical insights to bear on the implications of academic research.

For over 15 years, ILE has sponsored an annual Conference on Law & Finance jointly with The Wharton School’s Financial Institutions Center and NYU’s Pollack Center for Law & Business. This year’s event was hosted at the University of Pennsylvania.

Building on the success of the previous years’ academic workshops featuring work by early and mid-career scholars, ILE was pleased to again hold the annual Junior Faculty Workshop.

In addition, ILE hosted the Academic Forum on Corporate & Securities Law to discuss current trends in corporate and securities law in the context of scholarship, teaching, and student engagement.

Rounding out the academic events, ILE with the Faculty of Law of the University of Oxford, LSE Law School, and The DFG LawFin Center at the Goethe University in Frankfurt organized the annual conference The Law & Finance of Private Equity and Venture Capital.

Finally, the Institute hosted the Chancery Court Program. Our panel programs are designed to explore important topics in the areas of law, business, and corporate governance. This year’s Chancery Court Program tackled timely issues facing the Delaware courts involving shareholder activism.

ACADEMIC EVENTS

Penn/NYU Conference on Law & Finance

ACADEMIC EVENTS

Junior Faculty Business & Financial Law Workshop

In November 2024, ILE hosted a full day workshop aimed at encouraging innovative and impactful scholarship in the realm of business and financial law, building a pipeline of the next generation of scholars focused on producing rigorous and relevant scholarship, and enhancing the relationship between academics and practitioners.

The Workshop supports the scholarship of pretenure academics, and provides selected authors with the opportunity to obtain feedback on work in progress from scholars and practitioners with relevant subject matter expertise. The nine papers presented were selected by ILE faculty Co-Directors following a call for papers that drew over 80 submissions. We acknowledge the academics and practitioners, including members of the ILE Board of Advisors, who took the time to provide thoughtful commentary.

SESSION 1

The Political Carbon Cycle

Dhruv Aggarwal, Assistant Professor of Law, Northwestern Pritzker School of Law

COMMENTATORS

Sarah Light, Mitchell J. Blutt and Margo Krody Blutt Presidential Professor of Legal Studies & Business Ethics, The Wharton School, University of Pennsylvania

Cynthia Williams, Roscoe C. OʼByrne Chair in Law, Indiana University Maurer School of Law

SESSION 2

Corporate Goodwill and the New Greenwashing

Caley Petrucci, Assistant Professor, University of San Diego School of Law

COMMENTATORS

Carmen X. W. Lu, Counsel, Wachtell, Lipton, Rosen & Katz

Gordon Smith, Ira A. Fulton Chair, Brigham Young University Law School

SESSION 3

Privatization of Insider Trading Regulation

Geeyoung Min, Associate Professor of Law, Michigan State University College of Law

COMMENTATORS

Christodoulos Kaoutzanis, Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP

Donald Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center

SESSION 4

Hohfeld in the Boardroom (or the Anatomy of Corporate Purpose)

Roberto Tallarita, Assistant Professor of Law, Harvard Law School

COMMENTATORS

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

Leo E. Strine, Jr., Of Counsel, Wachtell, Lipton, Rosen & Katz

SESSION 5

Early Whistleblowing

Andrew Jennings, Associate Professor of Law, Emory University School of Law

COMMENTATORS

Lisa M. Fairfax, Presidential Professor of Law, University of Pennsylvania Carey Law School

Michael Sternheim, Partner, Fried, Frank, Harris, Shriver & Jacobson LLP

SESSION 6

Overs and Under(achieving): Crypto, Sports Betting, and the Endangerment of Black Wealth

Chaz D. Brooks, Assistant Professor of Law, American University Washington College of Law

COMMENTATORS

Tiffany Smith, Partner, Wilmer Cutler Pickering Hale and Dorr LLP

Saule Omarova, Professor, Cornell University School of Law

SESSION 7

IPO Gatekeeper Liability

Emily Strauss, Associate Professor of Law, UC Law San Francisco (formerly UC Hastings)

COMMENTATORS

David S. Huntington, Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP

Marc Steinberg, Rupert and Lillian Radford Chair in Law and Professor of Law, SMU, Dedman School of Law

1 Top row from left: Chaz D. Brooks (American University Washington College of Law), Martin Edwards (The University of Mississippi School of Law), Roberto Tallarita (Harvard Law School), Andrew Jennings (Emory University School of Law), and Dhruv Aggarwal (Northwestern Pritzker School of Law); bottom row from left: Nicole Langston (Vanderbilt University Law School), Caley Petrucci (University of San Diego School of Law) , Geeyoung Min (Michigan State University College of Law), and Emily Strauss (UC Law San Francisco)

2 Leo E. Strine, Jr. (Wachtell, Lipton, Rosen & Katz LLP)

3 Lisa M. Fairfax (University of Pennsylvania Carey Law School)

SESSION 8

Discriminatory Trusts

Nicole Langston, Assistant Professor of Law, Vanderbilt University Law School

COMMENTATORS

Samir Parikh, Professor of Law, Wake Forest School of Law

David Skeel, Professor of Law, University of Pennsylvania Carey Law School

SESSION 9

Entrepreneurialism, Managerialism, and the Trajectory of Delaware Law

Martin Edwards, Assistant Professor of Law

COMMENTATORS

Elizabeth Pollman, Professor of Law, University of Pennsylvania Carey Law School

Eric Klinger-Wilensky, Partner, Morris, Nichols, Arsht & Tunnell LLP

ACADEMIC EVENTS

Academic Forum on Corporate & Securities Law

In the Fall, ILE hosted an Academic Forum on Corporate & Securities Law. The Forum brought together a group of distinguished corporate and securities law scholars to explore contemporary developments in corporate and securities law not only to explore the manner in which academics can use their scholarship to impact business law, but also to consider how best to effectively and responsibly engage students.

The Law & Finance of Private Equity and Venture Capital Conference

This year, the London School of Economics Law School, ILE, the University of Oxford, and the DFG LawFin Center at Goethe University Frankfurt, together with the European Corporate Governance Institute, convened “The Law & Finance of Private Equity and Venture Capital” on June 11-12, 2025, at LSE Law School in London. The two-day annual conference featured interdisciplinary academic research from top scholars around the world, with participation from relevant practitioners, industry representatives, and policymakers. Topics included private equity buyouts, limited partner investments in private funds, private credit and systemic risks, government venture capital and entrepreneurship, VC governance influence in post-IPO companies, private ordering through bylaws and shareholder agreements, the market and policy implications of antitrust enforcement in startup acquisitions, and distressed private equity investments and post-reorganization governance.

Curricular Partnerships

Fall 2024–Spring 2025

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

COURSES

Advanced Topics in Corporate Law

Jill Fisch, Mark Lebovitch, and The Hon. Lori W. Will

Cross-Border M&A

George Casey and Scott Petepiece

M&A Transactions

Joseph Frumkin, Joseph Gatto, and Brian Hamilton

Additionally, we extend our thanks to the many board members who generously contributed their time and expertise as guest speakers in business law courses across the curriculum.

PANEL PROGRAMS

Chancery Court Program

Tuesday, March 18, 2025

University of Pennsylvania Carey Law School

Shareholder Activism: When the Best Offense is a Good Defense 4:30-6:30 pm Panel Discussion & Reception (Levy Conference Center)

Moderated by Jill E. Fisch, Saul A. Fox

Distinguished Professor of Business Law, University of Pennsylvania Carey Law School

• The Honorable Lori W. Will, Delaware Court of Chancery

• Eduardo Gallardo, Paul Hastings, LLP

• Mark Lebovitch, University of Pennsylvania Carey Law School

• Michael Maggi, Elliott Investment Management, L.P.

• Lori Marks-Esterman, Olshan Frome Wolosky LLP

This panel discussion, held in conjunction with Advanced Topics in Corporate Law seminar taught by Vice Chancellor Lori Will, Professor Jill Fisch, and former corporate litigator Mark Lebovitch, focused on cutting-edge topics and emerging issues related to shareholder activism. The discussion covered the definition of activism and debate about its value, recent developments on advance notice bylaws, how hedge funds evaluate and respond to governance provisions, how courts evaluate defenses and issues of ripeness, evolving Delaware law on books and records requests, and more.

Jill Fisch (University of Pennsylvania Carey Law School), The Hon. Lori W. Will (Delaware Court of Chancery), Eduardo Gallardo (Paul Hastings, LLP), Mark Lebovitch (University of Pennsylvania Carey Law School), Michael Maggi (Elliott Investment Management, L.P.), and Lori Marks-Esterman (Olshan Frome Wolosky LLP)

2 Raymond J. DiCamillo (Richards, Layton & Finger, P.A.), Mark Lebovitch (University of Pennsylvania Carey Law School), Martin S. Lessner (Young Conaway Stargatt & Taylor, LLP), and Elise Wolpert (Morris, Nichols, Arsht & Tunnell LLP)

Women in Business Law Initiative

ILE launched the Women in Business Law Initiative (WIBLI) in September 2019. WIBLI aims to promote the development and advancement of women in business law.

WIBLI sponsors a wide array of programming aimed at building community and fostering the exchange of ideas and experiences among a growing network of University of Pennsylvania Carey Law School students, alumni, members of the ILE Board of Advisors or their firms, judges, and other professionals.

WOMEN IN BUSINESS LAW INITIATIVE

WIBLI continued to provide financial support to interested students to attend the spring meeting of the American Bar Association Business Law Section and the Tulane University Corporate Law Institute.

Student Conferences

All Penn Carey Law students are encouraged to apply, and this year ILE was pleased to send six students between the two conferences. The students were provided introductions, facilitated by ILE, to sitting Delaware judges, ILE advisory board members, and other leading experts in the field of business law.

Women in Law & Finance Workshop

The Women in Law & Finance Workshop was held jointly by The Wharton School and ILE on September 27, 2024. It is a forum dedicated to fostering the growth and scholarly work of women professionals in these intersecting academic fields. Annually through this workshop, invited scholars meet to provide feedback on works in progress.

This year’s workshop was hosted by Christina Skinner, Associate Professor of Legal Studies & Business Ethics and Co-Director of the Wharton Initiative on Financial Policy and Regulation, The Wharton School, and featured 11 paper presentations. Participants included Atinuke Adediran (Fordham School of Law), Colleen Baker (The University of Oklahoma, Price College of Business), Camila Villard Duran (ESSCA School of Management), Jill E. Fisch (University of Pennsylvania Carey Law School), Sue Guan (Santa Clara University School of Law), Katja Langenbucher (Goethe-University House of Finance, Frankfurt), Rosa Lastra (Queen Mary University of London School of Law), Lindsay Sain Jones (University of Georgia, Terry College of Business), Kathryn Judge (Columbia Law School), Amelia Miazad (UC Davis School of Law), Patricia McCoy (Boston College Law School), Elizabeth Pollman (University of Pennsylvania Carey Law School), Heidi Schooner (Columbus School of Law), Christina Skinner (The Wharton School, University of Pennsylvania), Susan Wachter (The Wharton School, University of Pennsylvania), and Sarah Williams (Penn State Dickinson Law).

2 Dan McDermott (ICR), David Hahn (student), Elizabeth Pollman (University of Pennsylvania Carey Law School), Joe Sensenbrenner (University of Pennsylvania Carey Law School)

1 Elizabeth Pollman (University of Pennsylvania Carey Law School) with Penn Carey Law students at the ABA Business Law Section Spring Meeting this year.

Women Dealmakers: Past, Present, and Future

Held in March of 2025, WIBLI hosted a panel program in coordination with ILE Board of Advisors member Jennifer Muller, entitled Women Dealmakers: Past, Present, and Future This event brought together industry leaders, Delaware judges, and Penn Carey Law students to engage around current events in the M&A sector and their impact on women in the M&A profession. To frame the discussion, panelists shared insight about how the past has informed the present and prospects for the future. Discussions centered around career growth, mentorship, industry trends, and the importance of building a more inclusive dealmaking environment.

Women in M&A Lunch

For the second year, ILE, through WIBLI, was pleased to co-sponsor the American Bar Association (ABA)’s Women in M&A Subcommittee Panel, along with the Penn Carey Law Women’s Association (PCLWA). Held in October, Penn Carey Law students heard from a panel of M&A rising stars and award-winning dealmakers. Panelists included Kimberly Han (Kirkland & Ellis LLP), Debbie Wang (Ropes & Gray LLP), Megan Ridley-Kaye (Hogan Lovells), and Suni Sreepada (Ropes & Gray LLP), moderated by Olivia Xie (Covington & Burling LLP). The panelists provided a valuable introduction to M&A practice and insights for building a successful career. PCLWA student leaders inspired strong student turnout and engagement in a lively Q&A discussion following the panel.

3 The Hon. Karen L. Valihura (Delaware Supreme Court) and Amy Wollensack (Akin Gump Strauss Hauer & Feld LLP)

4 Lisa M. Fairfax (University of Pennsylvania Carey Law School)

1 Amy Simmerman (Wilson Sonsini Goodrich & Rosati)

Jane Goldstein (Ropes & Gray LLP) and Jennifer Muller (Houlihan Lokey)

Student Pipeline Programs

Pipeline programs supported and hosted by ILE are designed to give Penn Carey Law students experiential learning opportunities to add to the classroom experience. All students interested in business law and Delaware corporate law can take advantage of our many offerings to gain greater access and understanding.

PIPELINE PROGRAMS

Delaware Clerkship Program

The Delaware Clerkship Program offers an invaluable opportunity for Penn Carey Law students to immerse themselves in the intricate world of Delaware corporate law.

Renowned for its sophisticated courts, Delaware serves as a hub for complex business litigation and corporate governance matters. The Delaware Court of Chancery and the Delaware Supreme Court, as the appellate court, decide issues of corporate law, M&A, and shareholder rights. Through this panel and networking event, students gain a better understanding of the value of clerking. Many corporate attorneys at New York’s and Delaware’s top firms began their careers as Delaware clerks.

On November 4, 2024, Professor Jill Fisch moderated a panel discussion with current and former clerks of the Delaware Supreme Court and Delaware Court of Chancery about the clerking experience. Students had the opportunity to learn more about the application process, the judges, the clerking experience, and how it has helped the panelists in their careers. During the networking reception, students connected with representatives from Delaware law firms about practicing law in Delaware.

MODERATOR

Jill Fisch, Saul A. Fox Distinguished Professor of Business Law

PANELISTS

Magistrate Bonnie David, Delaware Court of Chancery

Vice Chancellor Paul Fioravanti, Delaware Court of Chancery

Justice N. Christopher Griffiths, Delaware Supreme Court

Ankitha Mandava, Delaware Court of Chancery, clerk

Mark Mixon, Gibson, Dunn & Crutcher LLP

Charlotte Newell, Sidley Austin LLP

Patrick O’Neal, Delaware Court of Chancery, clerk

Kirsten Valania, Prickett, Jones & Elliott, P.A.

1 The Hon. N. Christopher Griffiths (Delaware Supreme Court)

2 John DiTomo (Morris, Nichols, Arsht & Tunnell LLP) with Penn Carey Law students

3 (from left) The Hon. N. Christipher Griffiths (Delaware Supreme Court), Mark Mixon (Gibson, Dunn & Crutcher LLP), The Hon. Bonnie W. David (Delaware Court of Chancery), The Hon. Paul A. Fioravanti, Jr. (Delaware Court of Chancery), Charlotte Newell (Sidley Austin LLP), Kirsten Valania (Prickett, Jones & Elliott, P.A.), Patrick O’Neal (Latham & Watkins LLP), and Ankitha Mandava (Delaware Court of Chancery)

ILE Meet & Greet Panel

In the beginning of the fall semester, ILE hosted a meet and greet welcoming program for Penn Carey Law students aimed at fostering the next generation of business lawyers by giving new students a window into business law careers and exposing them to business law opportunities at Penn.

The event gives students the opportunity to meet ILE’s Faculty Co-Directors and other business law faculty as well as hear about upcoming ILE programs of interest. Discussed topics covered ideas and advice for course planning in the field of business law, career paths in business law, and future programs and opportunities to network with practitioners and upper-class students. Panelists included ILE Faculty Co-Directors Lisa M. Fairfax and Elizabeth Pollman, as well as Jill Fisch, David Hoffman, Michael Knoll, and Tess Wilkinson-Ryan.

Lunch & Learn Series

ILE hosted the Lunch & Learn Series to highlight prominent participants in the business field, with a particular emphasis on exposing students and the Penn community to a diverse range of careers and cutting-edge topics in business and business law.

Friday, November 1, 2024

Joe Green, Gunderson Dettmer

Mr. Green is Gunderson Dettmer’s Chief Innovation Officer. In this role, he leads the firm’s innovation strategy, with a focus on transforming the firm’s service delivery platform to provide a more modern experience for both internal and external stakeholders.

Also serving as Of Counsel in the firm’s New York office, Mr. Green has extensive experience representing startup and emerging growth technology companies, counseling founders and executives on a wide range of legal and business issues from formation to exit, and advising premier venture capital firms and angels that invest in these companies in the U.S. and internationally. He has authored dozens of articles on startup-related issues, the business of law, legal technology and the future of the legal industry. Mr. Green received his law degree from the University of Virginia School of Law, and a Bachelor of Arts and Bachelor of Science from the University of Florida, summa cum laude.

Wednesday, November 20, 2024

Heath Tarbert, Circle

Dr. Tarbert is Chief Legal Officer and Head of Corporate Affairs at Circle, a global financial technology firm that enables businesses of all sizes to harness the power of stablecoins and public blockchains for payments and commerce. Dr. Tarbert previously served as the 14th Chairman and Chief Executive of the Commodity Futures Trading Commission (CFTC), Vice Chairman of the International Organization of Securities Commissions (IOSCO), and a voting member of the Financial Stability Oversight Council (FSOC). Dr. Tarbert is the recipient of several public service awards including the Alexander Hamilton Award, the Department of the Treasury’s highest honor, the Secretary of Defense Medal for Outstanding Public Service, and the Freedom of the City of London for strengthening financial regulatory relations between the United States and United Kingdom.

A 2001 graduate of Penn Carey Law, he was elected Class President and served as a Senior Editor of the University of Pennsylvania Law Review. Dr. Tarbet then went on to receive both his master and doctoral degrees from the University of Oxford.

Wednesday, April 3, 2025

Sophia Tawil, Cravath, Swaine & Moore LLP

Ms. Tawil is Cravath’s General Counsel. She works in Cravath’s Office of the General Counsel on internal legal, professional responsibility and risk management matters. Ms. Tawil rejoined Cravath in 2019, after serving as General Counsel, Chief Compliance Officer and Secretary at The Providence Service Corporation, a public company that operated subsidiaries in the healthcare and workforce development industries. In that capacity, Ms. Tawil led the company’s legal and compliance function and was part of the senior management team responsible for the company’s strategic development.

Ms. Tawil was born in New York, New York. She received a B.A. magna cum laude from Barnard College in 1999, a J.D. from the University of Pennsylvania, where she was the Editor in Chief of the Journal of International Economic Law, and a Certificate of Study in Business and Public Policy from the Wharton School of the University of Pennsylvania, both in 2006. Ms. Tawil serves on the Boards of Trustees for the Greenwich Library in Greenwich, Connecticut.

Delaware Oral History Project and the Lipton Archive

A decade ago, the Institute embarked upon an exciting long-term project involving the creation of oral histories of the landmark Delaware corporate cases and legislative developments since the general revision of the Delaware General Corporation Law (DGCL) in 1967.

The Institute hosts the online Delaware Corporation Law Resource Center with DGCL materials and oral histories of landmark cases.

The website of the Delaware Corporate Law Resource Center can be found at www.law.upenn.edu/ delawarecorporatehistory/. The Lipton Archive is available at www.liptonarchive.org.

This year marks the 125th anniversary of the Delaware General Corporation Law—the famous corporate statute known as the “DGCL.”

The statute was adopted during a period of national transition from a system of special chartering by state legislative action to general corporation laws, allowing corporations to be formed by filing a certificate of incorporation. The move to general corporation laws facilitated greater access to the corporate form and contributed to its meteoric rise in the twentieth century.

ILE hosts the online Delaware Corporation Law Resource Center with DGCL materials and oral histories of landmark cases that provide a treasure trove for practitioners, students, academics, and others around the world. Spearheaded by Larry Hamermesh, the Emeritus Professor and the former Ruby R. Vale Professor of Corporate and Business Law at Widener’s Delaware campus and the late Michael Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, Emeritus, with generous support from contributors, the site has become one of the most well-known resources in the corporate law field.

In celebration of the 125th anniversary of the DGCL, ILE has launched an update to its Resource Center. Through the remarkable efforts of corporate practitioner Nate Emeritz, in the Delaware office of Greenberg Traurig, LLP, the Resource Center now features access to the historic statute from 1899 as well as its amendments through 1967, when the DGCL’s modern format took shape. This expansion completes the DGCL amendments hosted online to provide easy public access to the full history from 1899 to today.

Notably, these historic materials can contribute to deeper understanding of the development of corporate law. Delaware’s general corporation law was modeled on New Jersey’s general corporation law of 1896, though Delaware immediately sought to compete for corporate charters on the basis that its drafting committee of corporate lawyers had codified improvements as to key statutory concepts. After enactment of the DGCL in 1899, the Delaware General Assembly adopted the practice of revising the general corporation law approximately every other year beginning in 1901, and extensive revision processes supplemented the regular amendments in 1915, 1935, 1953, and 1967.

“I’m excited to contribute to the valuable work by Larry Hamermesh and the ILE team,” said Emeritz. “This compilation of pre-1967 legislative materials is intended to shed additional light on the foundations and early evolution of the DGCL and Delaware’s position as a home for corporate law.”

Hamermesh added, “Nate has contributed an important addition to the Resource Center. Much of Delaware’s formative corporate case law reflects a dialogue with developments of the DGCL, and those developments are now for the first time easily accessible online.”

Affiliated Faculty

ILE Directors

LISA M. FAIRFAX

Presidential Professor of Law; Co-Director, Institute for Law & Economics

Lisa M. Fairfax is an expert on corporate law, corporate governance, shareholder rights, and securities matters. Her research and scholarship focus on corporate purpose, board governance practices and procedures, board composition and diversity, board oversight and fiduciary duties, shareholder rights and activism, and various securities law topics with a specific focus on securities and investment affinity fraud.

In addition to her many law review articles and book chapters, Fairfax has authored a BUSINESS ORGANIZATIONS textbook, co-authored a textbook on SECURITIES LITIGATION, ENFORCEMENT AND COMPLIANCE, and a book on shareholder rights. Fairfax was an appointed member of the Investor Advisory Committee of the U.S. Securities and Exchange Commission (“SEC”). She also previously served as an independent public governor on the Board of Governors for the Financial Industry Regulatory Authority (“FINRA”). She also served on FINRA’s National Adjudicatory Council and FINRA’s NASDAQ Market Regulation Committee. Fairfax is an elected member of the American Law Institute (“ALI”) and a member of the ALI’s Advisory Group for the Restatement of Law, Corporate Governance. Fairfax is a former member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. Fairfax is also a former chair of both the Securities Regulation Section and the Business Associations Section of the Association of American Law Schools (“AALS”).

Before joining Penn, Fairfax was the Alexander Hamilton Professor of Business Law at the George Washington University Law School and Founding Director of the GW Corporate Law and Governance Initiative. Prior to GW, Professor Fairfax was a Professor of Law and Founding Director of the Business Law Program at the University of Maryland School of Law. Before entering academia, Professor Fairfax practiced corporate and securities law with the law firm of Ropes & Gray LLP in Boston and D.C. Professor Fairfax graduated from Harvard College and Harvard Law School, with honors.

ELIZABETH POLLMAN

Professor of Law; Co-Director, Institute for Law & Economics

Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the system of U.S. public company governance, venture-backed startups, securities fraud, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights.

She is the co-author of Business Organizations: A Contemporary Approach (with Frank Partnoy, West Academic Publishing) and co-editor of the Research Handbook on Corporate Purpose and Personhood (with Robert B. Thompson, Edward Elgar Publishing). She is an active member of the Corporate Laws Committee of the American Bar Association and has served on the National Business Law Scholars Conference Board and the American Association of Law Schools Business Associations Executive Committee. Pollman has received the Harvey Levin Memorial Award for Teaching Excellence (2022) and the LLM Prize for Excellence in Teaching (2021 & 2024).

Before joining the Penn Carey Law faculty, Pollman taught at Loyola Law School, Los Angeles and was a visiting professor at the University of Sydney and UC Berkeley School of Law. She was previously a fellow at the Rock Center for Corporate Governance at Stanford Law School. She practiced law at Latham & Watkins LLP in Silicon Valley and Los Angeles and served as a clerk for The Hon. Raymond C. Fisher of the Ninth Circuit Court of Appeals. She earned both her BA and JD, with distinction, from Stanford University.

FACULTY

ILE Affiliated Faculty

DAVID ABRAMS

William B. and Mary Barb Johnson Professorship of Law and Economics; Professor of Business Economics and Public Policy

https://www.law.upenn.edu/faculty/dabrams

BRIAN D. FEINSTEIN

Assistant Professor of Legal Studies & Business Ethics

https://lgst.wharton.upenn. edu/profile/bdfeinst/

VINCENT GLODE

Pasi M. Hamalainen Professor of Finance

https://fnce.wharton.upenn. edu/profile/vglode/

TOM BAKER

William Maul Measey Professor of Law and Health Sciences

https://www.law.upenn.edu/faculty/thbaker

CARY COGLIANESE

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

https://www.law.upenn.edu/faculty/ccoglian

JILL E. FISCH

Saul A. Fox Distinguished Professor of Business Law https://www.law.upenn.edu/faculty/jfisch

CLAUDINE GARTENBERG

Associate Professor of Management https://mgmt.wharton.upenn. edu/profile/cgart/

ITAY GOLDSTEIN

Joel S. Ehrenkranz Family Professor of Finance

https://fnce.wharton.upenn.edu/profile/itayg/

WITOLD HENISZ

Vice Dean and Faculty Director, ESG Initiative; Deloitte & Touche Professor of Management in Honor of Russell E. Palmer https://mgmt.wharton.upenn. edu/profile/henisz/

RICHARD J. HERRING

Jacob Safra Professor of International Banking, Professor of Finance https://fnce.wharton.upenn. edu/profile/herring/

HERBERT HOVENKAMP

James G. Dinan University Professor https://www.law.upenn.edu/faculty/hhovenka

DAVID HOFFMAN

William A. Schnader Professor of Law https://www.law.upenn.edu/faculty/dhoffma1

ROBERT W. HOLTHAUSEN

The Nomura Securities Co. Professor; Professor of Accounting; Professor of Finance https://accounting.wharton. upenn.edu/profile/holthaus/

JONATHAN KLICK

Charles A. Heimbold, Jr. Professor of Law https://www.law.upenn.edu/faculty/jklick

SARAH E. LIGHT

Mitchell J. Blutt and Margo Krody

Blutt Presidential Professor; Professor of Legal Studies & Business Ethics https://lgst.wharton.upenn.edu/profile/lightsa/

MARY-HUNTER McDONNELL

Bantwal Family Goldman Sachs Presidential Associate Professor; Associate Professor of Management https://mgmt.wharton.upenn. edu/profile/marymcd/

MICHAEL S. KNOLL

Theodore K. Warner Professor of Law; Professor of Real Estate; Co-Director, Center for Tax Law & Policy https://www.law.upenn.edu/faculty/mknoll

DAVID K. MUSTO

Ronald O. Perelman Professor in Finance, Director, Stevens Center for Innovation in Finance https://fnce.wharton.upenn.edu/profile/musto/

FACULTY

ILE Affiliated Faculty

SAULE OMAROVA

Earle Hepburn Professor of Law

https://www.law.upenn.edu/faculty/sto12

ERIC W. ORTS

Guardsmark Professor, Professor of Legal Studies & Business Ethics and Professor of Management

https://lgst.wharton.upenn.edu/profile/ortse/

SHAUN OSSEI-OWUSU

Presidential Professor of Law

https://www.law.upenn.edu/faculty/oss

GIDEON PARCHOMOVSKY

Robert G. Fuller, Jr. Professor of Law

https://www.law.upenn.edu/faculty/gparchom

ANDREW W. POSTLEWAITE

Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance https://economics.sas.upenn.edu/ people/andrew-postlewaite

JENNIFER ROTHMAN

Nicholas F. Gallicchio Professor of Law

https://www.law.upenn.edu/faculty/rothmj

AMY SEPINWALL

Associate Professor of Legal Studies and Business Ethics

https://lgst.wharton.upenn.edu/profile/sepin/

MICHAEL R. ROBERTS

William H. Lawrence Professor of Finance https://fnce.wharton.upenn. edu/profile/mrrobert/

AMANDA SHANOR

Assistant Professor of Legal Studies & Business Ethics; Wolpow Family Faculty Scholar

https://lgst.wharton.upenn.edu/profile/shanor/

DAVID A. SKEEL, JR.

S. Samuel Arsht Professor of Corporate Law

https://www.law.upenn.edu/faculty/dskeel

CHRISTINA PARAJON SKINNER

Associate Professor of Legal Studies & Business Ethics

https://lgst.wharton.upenn. edu/profile/skinnerc/

SUSAN M. WACHTER

Albert E. Sussman Professor of Real Estate, Professor of Finance; Co-Director, Penn Institute for Urban Research; Director, Wharton Geographical Information Systems Lab https://real-estate.wharton.upenn. edu/profile/wachter/

KEVIN WERBACH

Liem Sioe Liong/First Pacific Company Professor Professor of Legal Studies & Business Ethics Chairperson, Legal Studies and Business Ethics https://lgst.wharton.upenn. edu/profile/werbach/

POLK WAGNER

Michael A. Fitts Professor of Law, Co-Director, Center for Innovation, Technology & Competition https://www.law.upenn.edu/faculty/pwagner

LUCIAN (LUKE) TAYLOR

John B. Neff Professor in Finance, Professor of Finance, Co-Director, Rodney L. White Center for Financial Research

https://fnce.wharton.upenn.edu/profile/luket/

SHELLEY WELTON

Presidential Distinguished Professor of Law and Energy Policy at Penn Carey Law and Kleinman https://www.law.upenn.edu/faculty/swelton

TESS WILKINSON-RYAN

Golkin Family Professor of Law and Professor of Psychology

https://www.law.upenn.edu/faculty/twilkins

BILGE YILMAZ

Wharton Private Equity Professor, Professor of Finance; Academic Director, Harris Family Alternative Investments Program https://fnce.wharton.upenn. edu/profile/yilmaz/

ILE Affiliated Faculty

CHRISTOPHER YOO

Imasogie Professor in Law and Technology; Professor of Communication; Professor of Computer and Information Science; Founding Director, Center for Technology, Innovation & Competition https://www.law.upenn.edu/faculty/csyoo

Elizabeth F. Putzel Professor of Legal Studies & Business Ethics

https://lgst.wharton.upenn.edu/profile/zaring/

DAVID ZARING

ILE Contributors

We are tremendously grateful for the generous support through funding, time commitments, and active participation that we have received throughout the year. In particular, we would like to express our sincere thanks to the cochairs and members of the ILE Board of Advisors and their respective firms and organizations, featured in this annual report. We deeply appreciate all that you do to support and enrich the Institute and its programs.

INSTITUTE FOR LAW & ECONOMICS

ILE is a leading center for corporate law, governance, business, and finance. It is a joint initiative of the University of Pennsylvania Carey Law School, The Wharton School, and the Department of Economics.

Founded in 1980 by Professor Michael L. Wachter, the Institute was created to advance cross-disciplinary research and bring together academics, lawyers, business leaders, judges, policymakers, and regulators. Our innovative roundtables and conferences serve these goals by provoking in-depth discussions of timely issues. Public lectures and academic workshops further our mission to bridge the gap between academics and practitioners in our key areas of focus.

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

The Institute is led by outstanding Faculty and Directors with active participation and support from its Board of Advisors. Funding for ILE comes from a diverse group of corporations, law firms, foundations, and individuals who support our work each year.

FOR

University of Pennsylvania Carey Law School 3501 Sansom Street Philadelphia, PA 19104-6204 www.law.upenn.edu/institutes/ile/

Lisa M. Fairfax Co-Director Presidential Professor of Law fairfaxl@law.upenn.edu

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

Joseph Sensenbrenner Managing Director jsensenb@law.upenn.edu