Issuu on Google+

institute for

law & economics annual report 2012–13

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


message from the co - chairs

Message from the Co-Chairs: 1 Board of Advisors: 2 Message from the Dean: 6 Message from the Co-Directors: 7 Roundtable Programs: 9 Corporate Roundtable, Spring 2013: 10 Corporate Roundtable, Fall 2012: 12 Corporate Roundtable, Spring 2012: 14 Corporate Roundtable, Fall 2011: 14 Corporate Roundtable, Spring 2011: 16 Corporate Roundtable, Fall 2010: 16 Panel Programs: 19 Chancery Court Programs: 20 Insights from Practice: 22 Lectures: 25 Law and Entrepreneurship: 26 Distinguished Jurist: 28 International Program Lectures: 30 Past Lectures: 32 Academic Events: 35 Judging Corporate Law Conference: 36 NYU /Penn Conference, Spring 2013: 38 Penn /NYU Conference, Spring 2012: 38 ILE /Wharton Finance Seminars: 40 Curricular Partnerships: 42

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

T

he Institute’s programs have become increasingly relevant and important in this challenging economic climate, focusing on the issues that the academic, legal, and business communities care about. Today the Institute enjoys an outstanding international reputation for the excellence of its programs, where leaders in business, financial management, legal practice, and academic scholarship candidly discuss the intersection of theory and practice on a host of significant issues. The participation of our board members in ILE programs is a vital component of their success. On behalf of the Institute’s Board of Advisors, we want to express our gratitude to everyone who has helped the Institute during this past year, whether through financial contributions or by participation in ILE programs. One of the foremost goals of the Institute is to broaden and diversify our foundation, and once again we have realized that goal. We are delighted to report some superb additions to our Board of Advisors during the past year. We are pleased to welcome the following new members: Martin J. Bienenstock (Proskauer Rose LLP); John G. Finley (The Blackstone Group L.P.); Eduardo Gallardo (Gibson, Dunn & Crutcher LLP); Keir Gumbs (Covington & Burling LLP); Helen P. Pudlin (formerly of PNC Financial Services Group); John D. Stanley (Air Products and Chemicals, Inc.); Peter L. Welsh (Ropes & Gray LLP); and one returning member, Joseph D. Gatto (Perella Weinberg Partners). These accomplished individuals will greatly enhance the work of the Institute and broaden the composition of our Board. All of the members of our Board give graciously to the Institute, not just financially but also of their time and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactors Bob Friedman, Paul G. Haaga, Jr., and Skadden, Arps, Slate, Meagher & Flom LLP (through Eric Friedman). Their extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to each of them. Bill Bratton, Jill Fisch, and Michael Wachter continued to be truly outstanding as co-directors of the Institute. The co-directors’ dedication to all aspects of the Institute’s work and their ability to come up with timely programs and attract the ideal participants to make every program an unqualified success are why ILE is world-renowned as the forum for interesting dialogue on topical issues for corporations and their financial and legal advisors. Charles “Casey” Cogut Simpson Thacher & Bartlett LLP Joseph B. Frumkin Sullivan & Cromwell LLP September 2013

Publications and Papers: 44 Associate Faculty: 46 Institute Investors: 55

message from the co-chairs

1


board of advisors

2

board of advisors

James H. Agger Chair, 1994-2001 Retired Senior Vice President, General Counsel and Secretary Air Products and Chemicals, Inc. Allentown, PA

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

William D. Anderson, Jr. Managing Director, Global Head of Raid and Activism Defense Goldman, Sachs & Co. New York, NY

Marshall B. Babson Seyfarth Shaw LLP New York, NY

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

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

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

Joseph D. Gatto Partner Perella Weinberg Partners New York, NY

Kevin Genirs Managing Director Barclays Capital New York, NY

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

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, 2008Simpson Thacher & Bartlett LLP New York, NY

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

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

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

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

Keir D. Gumbs Covington & Burling LLP Washington, DC

Paul G. Haaga, Jr. Retired, Former Chairman of the Board Capital Research and Management Company Los Angeles, CA

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

Stephen Fraidin Kirkland & Ellis LLP New York, NY

Joel E. Friedlander Bouchard Margules & Friedlander 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

John G. Harkins, Jr. Chair, 1980-1990 Harkins Cunningham LLP Philadelphia, PA

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

William B. Johnson Chairman Emeritus Whitman Corporation Chicago, IL

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

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

institute for law and economics

board of advisors

3


board of advisors

board of advisors

13 Roy J. Katzovicz Chief Legal Officer and Investment Team Member Pershing Square Capital Management, L.P. New York, NY

Bruce N. Kuhlik Executive Vice President and General Counsel Merck & Co., Inc. Whitehouse Station, NJ

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

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

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

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

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

Heidi Stam Managing Director and General Counsel Vanguard Wayne, PA

John D. Stanley Senior Vice President, General Counsel and Chief Administrative Officer Air Products and Chemicals, Inc. Allentown, PA

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

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 Pittsburgh, PA

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

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

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

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

Marc Weingarten Schulte Roth & Zabel LLP New York, NY

Antonio Weiss Global Head of Investment Banking Lazard New York, NY

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

Bruce L. Silverstein Young Conaway Stargatt & Taylor, LLP 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

7 Martha L. Rees Vice President and Assistant General Counsel E. I. du Pont de Nemours and Company Wilmington,DE

4

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

institute for law and economics

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

board of advisors

5


message from the co - directors

message from the dean

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

I

ts programs provide a model for how to build bridges between disciplines by creating ties between schools, between faculty members, between students, and between experts in the field from around the world. ILE combines Penn’s greatest strengths in the Law School, the Wharton School, and the Department of Economics to focus on complex questions that concern all of these fields. The Institute proves that when you bring the right people—judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—to convene outside of their own niches, remarkably original insights are generated. As our world grows more complex every day, the topics the Institute addresses are both exciting and relevant. It is no longer enough to approach complicated questions such as 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 the underlying economic trends and legal regulations. All of ILE’s participants contribute to and benefit from the profound understanding such analysis affords. In addition to its unique focus, another of the Institute’s strengths is the variety of programs it offers. The roundtables—ILE’s signature events—bring together distinguished members of the bar, judiciary, government, business world, and academia for open discussion and intellectual exploration. ILE’s public lectures by leading jurists, executives, and entrepreneurs attract participants from all sectors of the University and from the wider community. During the past year the outstanding talks, panels, and conferences organized by the Institute covered a wide range of topics and programs, from corporate finance and corporate governance to private equity, litigation, and the unique problems of general counsels, as well as large-scale entrepreneurship and management. Since my cross-disciplinary vision for the Law School and the purposes of the Institute for Law and Economics are so similar, it is personally gratifying to me that the Institute is generously supported by contributors who understand the importance of what we do and the unique position the Institute holds. Many of these contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events. ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, have my particular thanks for their many exceptional contributions. Like all who serve as advisors for ILE, Casey and Joe contribute their very valuable time and expertise, in addition to their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership. I must also thank the three eminent professors who lead the Institute for Law and Economics—Michael Wachter, Jill Fisch, and Bill Bratton. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind. I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment during the past year. With the proper support and sponsorship, the Institute for Law and Economics has limitless potential for growth and expansion in the future. We welcome others to join in backing and participating in this extremely worthwhile endeavor. Michael A. Fitts, Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School September 2013

T

he Institute for Law and Economics continues to be the legal academy’s leading center for corporate law, endeavoring to present its most compelling corporate law programs. We believe this year’s events met this demanding aspiration, providing a venue for serious discussions among leading corporate practitioners, lawmakers, and academics and for beneficial encounters across academic disciplines. We look forward to taking our programming to a still higher level in the future. Our Fall Corporate Roundtable looked at the current developments in the private equity sector. We examined developments in the financing and transaction structure as well as new data on private equity performance. Our Spring Roundtable considered current issues regarding Delaware corporate litigation. We considered the recent evolution of Delaware law, particularly with respect to M&A litigation as well as the challenges posed by multi-state filing and possible legal responses such as forum selection bylaws. Our public lecture series highlighted the diversity of ILE’s programming. Our Distinguished Jurist lecturer, Daniel Tarullo, Governor of the Federal Reserve Board, spoke about the state of regulatory reform in the financial sector. Our fall Law and Entrepreneurship lecture came from David Perla, Co-Chief Executive Officer of Pangea3 LLC, who addressed the challenges and opportunities of international entrepreneurship in the global market for legal services. In the spring, our Law and Entrepreneurship speaker was Adam Aron, CEO and Co-Owner of the Philadelphia 76ers, who talked about applying lessons learned in business management to a professional sports team. Corporate governance retained a place at the top of our agenda as well. Our Fall Insights from Practice program brought together prominent corporate general counsel to talk about the challenges held out by their practices. One of our Chancery Court programs focused on the emerging concept of benefit corporations and the other dealt with the “say on pay” phenomenon. We successfully continued our cross-disciplinary academic initiatives. Luca Enriques, from the University LUISS “Guido Carli” Department of Law in Rome, delivered a lecture on takeover law as part of our International Programs Series. The Law and Finance series, held in cooperation with Wharton’s Finance Department as a regular part of its Finance workshop, featured papers on long-term contracting from Alan Schwartz, Sterling Professor of Law at Yale Law School, and derivatives in bankruptcy by Patrick Bolton, Barbara and David Zalaznick Professor of Business at Columbia Business School. In February, we co-hosted the ninth annual Penn/NYU Law and Finance Conference. The conference is a joint venture of the Institute for Law and Economics, the Wharton Financial Institutions Center, and the Pollack Center for Law and Business at New York University. We also joined the Oxford University law faculty in co-hosting a conference bringing together judges from the United States and the United Kingdom to compare their approaches to corporate law decision-making. Our Institute’s greatest strength continues to lie in our supporters’ active participation in our programs. Our board members and sponsors make our programs possible, not only as financial supporters but as key participants and co-organizers. We are especially grateful for the dedicated and enthusiastic work of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP. We are delighted to welcome seven new board members: Martin J. Bienenstock (Proskauer Rose LLP); John G. Finley (The Blackstone Group L.P.); Eduardo Gallardo (Gibson, Dunn & Crutcher LLP); Keir Gumbs (Covington & Burling LLP); Helen P. Pudlin (formerly of PNC Financial Services Group); John D. Stanley (Air Products and Chemicals, Inc.); Peter L. Welsh (Ropes & Gray LLP); and to welcome back one returning member, Joseph D. Gatto (Perella Weinberg Partners). William W. Bratton, Co-Director, Institute for Law and Economics Deputy Dean and 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 September 2013

6

institute for law and economics

message from the co-directors

7


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

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

roundtable programs

9


2

Corporate Roundtable

2

1 Front row: Joseph B. Frumkin, Sullivan & Cromwell LLP; Hon. Donald F. Parsons, Jr., Delaware Court of Chancery; Susan L.

Saltzstein, Skadden, Arps, Slate, Meagher & A Great Game: The Dynamics of State Competition and Litigation Steven Davidoff, Associate Professor of Law and Finance, The Ohio State University Moritz College of Law Matthew D. Cain, Assistant Professor, University of Notre Dame, Mendoza College of Business This paper provides a multi-dimensional picture of jurisdictional competition for corporate litigation by examining merger litigation in a hand-collected sample of 1,117 takeovers from 2005-2011. The authors find that entrepreneurial plaintiffs’ attorneys drive this competition by bringing suits in jurisdictions which have previously awarded more favorable judgments and higher fees and by avoiding unfavorable jurisdictions. States with an apparent interest in attracting corporate litigation respond in-kind by adjusting judgments and awards to re-attract litigation. These states award higher attorneys’ fees and dismiss fewer cases when attorneys have been migrating to other jurisdictions. Our findings illuminate the dynamics and existence of jurisdictional competition for corporate litigation. Putting Stockholders First, Not the First-Filed Complaint Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery Lawrence Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law Matthew Jennejohn, Associate, Shearman & Sterling LLP The prevalence of settlements in class and derivative litigation challenging mergers and acquisitions in which the only payment is to plaintiffs’ attorneys suggests potential systemic dysfunction arising from the increased frequency of parallel litigation in multiple state courts. After examining possible explanations for that dysfunction, and the historical development of doctrines limiting parallel state court litigation—the doctrine of forum non conveniens and the “first-filed” doctrine—this article suggests that those doctrines should be revised to better address shareholder class and derivative litigation. Revisions to the doctrine of forum non conveniens should continue the historical trend, deemphasizing fortuitous and increasingly irrelevant geographic considerations, and should place greater emphasis on voluntary choice of law and the development of precedential guidance by the courts of the state responsible for supplying the chosen law. The “first-filed” rule should be replaced in shareholder representative litigation by meaningful consideration of affected parties’ interests and judicial efficiency.

April 19, 2013

Flom LLP. Middle row: Theodore N. Mirvis,

Welcome

Simpson Thatcher & Bartlett LLP; Martha L.

Wachtell, Lipton, Rosen & Katz; Robert E. Spatt, Rees, E. I. du Pont de Nemours and Company;

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

Morning Session

Hon. E. Norman Veasey, Weil, Gotshal & Manges LLP. Back row: Moshe A. Cohen,

DiGuglielmo, Weil, Gotshal & Manges LLP; Rich

A Great Game: The Dynamics of State Competition and Litigation

Hynes, University of Virginia School of Law; Sean J. Griffith, Fordham Law School.

Steven Davidoff, Associate Professor of Law and Finance, The Ohio State University Moritz College of Law Matthew D. Cain, Assistant Professor, University of Notre Dame, Mendoza College of Business

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

3 Susan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLP.

c o mmentato r s Brian T. Frawley, Sullivan & Cromwell LLP Todd Gormley, Assistant Professor of Finance, The Wharton School

Putting Stockholders First, Not the First-Filed Complaint

4 Front row: Roberta Romano, Yale Law School; Robert L. Friedman, The Blackstone Group L.P.; Hon. Leo E. Strine, Jr., Delaware Court of

Chancery. Middle row: Eric Klinger-Wilensky, 2

institute for law and economics

3

Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery Lawrence Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law Matthew Jennejohn, Associate, Shearman & Sterling LLP

Frawley, Sullivan & Cromwell LLP; Lawrence Law. Back row: D. Gordon Smith, Brigham

Young University - J. Reuben Clark Law School; Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom LLP; Camille Lautier,

c o mmentato r s Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz Mark J. Roe, David Berg Professor of Law, Harvard Law School

University of Pennsylvania Law School. 5 Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz.

Afternoon Session

6 Front row: Mark Lebovitch, Bernstein

Litowitz Berger & Grossmann LLP; Bruce L.

Panel on Delaware Corporate Litigation 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

Morris, Nichols, Arsht & Tunnell LLP; Brian T. Hamermesh, Widener University School of

Silverstein, Young Conaway Stargatt & Taylor, LLP. Middle row: Eric Klinger-Wilensky, Morris,

Nichols, Arsht & Tunnell LLP; Brian T. Frawley,

Sullivan & Cromwell LLP; Lawrence Hamermesh, Widener University School of Law.

4

panelist s Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP Hon. Donald F. Parsons, Jr., Vice Chancellor, Delaware Court of Chancery Roberta Romano, Oscar M. Ruebhausen Professor of Law and Director, Yale Law School Susan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLP Bruce L. Silverstein, Young Conaway Stargatt & Taylor, LLP Gregory P. Williams, Richards, Layton & Finger, P.A.

5

10

Columbia Business School; Christine T.

1

6

roundtable programs

11


2

Corporate Roundtable

2

1 Alison J. Mass, The Goldman Sachs Group, Inc. 2 Michael L. Wachter, University of Pennsylvania Law School; William W. Bratton, University of

A Theory of Preferred Stock 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 Preferred stock is under theorized. The most recent comprehensive study appeared almost six decades ago. Commentary since has been sporadic. Yet preferred stock’s economic salience has increased notably in recent decades. The volume of new preferred offerings outstrips that of initial public offerings (IPOs) of common stock or new public common offerings by seasoned issuers. Preferred also is the favored mode of investment in the venture capital sector. Finally, it is much utilized in the financial sector—the United States Treasury purchased more than $200 billion of preferred under the Troubled Asset Relief Program. It is time for a new look. This paper describes the contract/corporate balance set during the first half of the twentieth century, addresses problems arising from acquisitions of preferred stock issuers, investigates the paradigmatic overlap occasioned by preferred with mandatory dividend and redemption rights, assesses the venture capital context, where preferred stockholders often control the board of directors but also operate under pressure to monetize their equity investments, and concludes by asking whether a more consistent regime of across-the-board corporate or contract treatment would improve matters. Private Equity Performance: What Do We Know? Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, The University of Chicago Graduate School of Business This paper presents evidence on the performance of nearly 1400 U.S. private equity (buyout and venture capital) funds using a new research-quality dataset from Burgiss, sourced from over 200 institutional investors. Using detailed cash-flow data, the authors compare buyout and venture capital returns to the returns produced by public markets. We also compare the evidence from Burgiss to that derived from other commercial datasets—Venture Economics, Preqin and Cambridge Associates—as well as recent research. We find better buyout fund performance than has previously been documented. This in part reflects recently discovered problems with data provided by Venture Economics, upon which several previous studies had relied. Average U.S. buyout fund performance has exceeded that of public markets for most vintages for a long period of time. The outperformance versus the S&P 500 averages 20% to 27% over the life of the fund and more than 3% per year. Average U.S. venture capital funds, on the other hand, outperformed public equities in the 1990s, but have underperformed public equities in the 2000s. Using individual fund data, we explore the relationship between absolute measures of performance— internal rates of return (IRRs) and multiples of invested capital—and performance relative to public markets. Within a given vintage year, performance relative to public markets can be predicted well by a fund’s multiple of invested capital and IRR, so we are able to estimate the performance relative to public markets that would have been derived from the other commercial datasets, had the required cash-flow data been available. Private equity performance in the other commercial sources—other than Venture Economics—is qualitatively similar to that we find using the Burgiss data.

12

institute for law and economics

Pennsylvania Law School.

December 14, 2012

3 John G. Finley, The Blackstone Group L.P.

Welcome

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

4 Front row: G. Daniel O’Donnell, Dechert LLP. Middle row: Joel E. Friedlander, Bouchard 1

Margules & Friedlander; Lawrence Hamermesh,

2

Widener University School of Law.

Morning Session

Back row: Donna M. Nagy, Indiana University Maurer School of Law; Robert B. Thompson,

A Theory of Preferred Stock

Georgetown University Law Center; Bilge

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 c o mmentato r s D. Gordon Smith, Associate Dean and Glen L. Farr Professor of Law, Brigham Young University - J. Reuben Clark Law School Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery

Yilmaz, The Wharton School.

5 Front row: Alison J. Mass, The Goldman

Sachs Group, Inc.; Hon. Travis Laster, Delaware Court of Chancery; Robert L. Friedman, The Blackstone Group L.P. Middle row: Marc H. Kushner, Lazard Frères & Co. LLC; David K.

Musto, The Wharton School; Steven N. Kaplan, 3

The University of Chicago Graduate School

4

of Business.

Private Equity Performance: What Do We Know?

6 Steven N. Kaplan, The University of Chicago

Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, The University of Chicago Graduate School of Business

7 Christopher J. Brummer, Georgetown

Graduate School of Business.

University Law Center; James D. Cox, Duke University School of Law.

c o mmentato r s Robert P. Bartlett III, Professor of Law, UC Berkeley School of Law Perry Golkin, Chief Executive Officer, PPC Enterprises LLC

8 Perry Golkin, PPC Enterprises LLC.

Afternoon Session

Panel on Private Equity Today 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

5

panelist s David N. Brooks, General Counsel, Fortress Investment Group LLC Charles I. Cogut, Simpson Thacher & Bartlett LLP John G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P. Steve Judge, President & CEO, Private Equity Growth Capital Council Alison J. Mass, Managing Director and Co-Head of Financial Sponsors Group, The Goldman Sachs Group, Inc. G. Daniel O’Donnell, Dechert LLP

6

7

8

roundtable programs

13


2

Corporate Roundtable

2

1 Front row: Simon M. Lorne, Millennium

Management LLC; Roy J. Katzovicz, Pershing

Square Capital Management, L.P. Middle row: Martha L. Rees, E. I. du Pont de Nemours and

April 20, 2012 Welcome

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

Morning Session

Adapting to the New Shareholder Centric Reality: Creditor Protection Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School c ommentators Isaac D. Corré, Senior Managing Director, Eton Park Capital Management Reinier Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School

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

Company; Joshua F. Bonnie, Simpson Thacher & Bartlett LLP.

c o mmentato r s Bo Becker, Assistant Professor of Business Administration, Harvard Business School Paul K. Rowe, Wachtell, Lipton, Rosen & Katz

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

3 Front row: Heidi Stam, Vanguard; Stephen L.

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

Afternoon Session

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

University of Pennsylvania Law School.

1

4 Front row: Hon. Jack B. Jacobs, Supreme Court of Delaware; William T. Allen, New York

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

University School of Law; Perry Golkin, Kohlberg

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

Hynes, University of Virginia School of Law;

Kravis Roberts & Co. Middle row: Joel E.

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

Skadden, Arps, Slate, Meagher & Flom LLP; Rich Moshe A. Cohen, Columbia Business School. 5 Hon. Travis Laster, Delaware Court of Chancery; Joseph B. Frumkin, Sullivan & Cromwell LLP; Christopher Young, Credit Suisse. 2

3

6 Front row: William D. Anderson, Jr., Goldman, Sachs & Co.; Roy J. Katzovicz, Pershing Square

Capital Management, L.P. Middle row: Marc H. Kushner, Lazard Frères & Co. LLC; Bo Becker, Harvard Business School; Edward B. Rock,

University of Pennsylvania Law School. Back row:

December 9, 2011 Welcome

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

Morning Session

The Political Economy of Fraud on the Market William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School c ommentators James D. Cox, Brainerd Currie Professor of Law, Duke University School of Law Linda Chatman Thomsen, Davis Polk & Wardwell LLP

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

14

institute for law and economics

David A. Skeel, Jr., University of Pennsylvania Law School.

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

Afternoon Session

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

4

5

6

roundtable programs

15


2

Corporate Roundtable

2

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

U.S. Bankruptcy Court, District of Delaware;

April 8, 2011 Welcome

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

Morning Session

Transaction Consistency and the New Finance in Bankruptcy Thomas H. Jackson, Distinguished University Professor in Political Science and Business Administration and President Emeritus, University of Rochester David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law, University of Pennsylvania Law School c ommentators Richard K. Kim, Wachtell, Lipton, Rosen & Katz Mark J. Roe, David Berg Professor of Law, Harvard Law School

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

Robert L. Friedman, The Blackstone Group L.P.

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

Middle row: Edward B. Rock, University of

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

2

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

Court of Chancery; Roy J. Katzovicz, Pershing

Afternoon Session

Square Capital Management, L.P. Middle row:

Panel on Issues in Bankruptcy and Resolution

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

mo der ato r s William W. Bratton, Professor of Law, University of Pennsylvania Law School Michael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School panelist s Donald S. Bernstein, Davis Polk & Wardwell LLP Martin J. Bienenstock, Dewey & LeBoeuf LLP Richard J. Herring, Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School William F. Kroener, III, Sullivan & Cromwell LLP Richard Levin, Cravath, Swaine & Moore LLP Harvey R. Miller, Weil, Gotshal & Manges LLP James Millstein, Former Chief Restructuring Officer, U.S. Department of the Treasury

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

Silverstein, Young Conaway Stargatt & Taylor,

LLP. Middle row: Ronald J. Gilson, Columbia Law School; James E. Odell, UBS Investment Bank;

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

3

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

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

December 10, 2010 Welcome

Schulte Roth & Zabel LLP. Middle row:

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

Morning Session

Afternoon Session

Susan Kerr Christoffersen, Associate Professor of Finance, Rotman School of Management, University of Toronto David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School c ommentators Steven J. Fredman, Schulte Roth & Zabel LLP Ronald J. Gilson, Marc and Eva Stern Professor of Law and Business, Columbia Law School

Unfulfilled Expectations? The Returns to International Hedge Fund Activism Marco Becht, Professor, University of Brussels Julian Franks, Professor of Finance, London Business School Jeremy Grant, Ph.D. Candidate, University of Cambridge c ommentators Isaac CorrĂŠ, Senior Managing Director, Eton Park Capital Management

16

Supreme Court of Delaware; Marc Weingarten,

Joseph A. McCahery, Professor of Financial Market Regulation and Professor of International Economic Law, Tilberg University Tilburg Law and Economics Center

High Water Marks in Competitive Capital Markets

institute for law and economics

Columbia Law School.

Christopher Young, Credit Suisse; David K. Musto, The Wharton School; Joseph A.

McCahery, Tilburg University. Back row:

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

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

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

School of Business. 4

panelist s Brian Breheny, Skadden, Arps, Slate, Meagher & Flom LLP Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P. Faiza J. Saeed, Cravath, Swaine & Moore LLP Bruce Silverstein, Young Conaway Stargatt & Taylor, LLP Hon. Leo E. Strine, Jr., Vice Chancellor, Delaware Court of Chancery John Suydam, Chief Legal Officer, Apollo Global Management, LLC Gregory V. Varallo, Richards, Layton & Finger, P. A. 5

6

roundtable programs

17


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

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

panel programs

19


2

chancery court programs

2

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

Chancery; David Chen, Equilibrium Capital; Andrew Kassoy, B Lab.

2 Frederick H. Alexander, Morris, Nichols, Arsht

april 9, 2013 Say on Pay This program looked at how “say on pay” requirements of the Dodd–Frank Wall Street Reform and Consumer Protection Act have affected executive compensation. Although the compensation committee of the Board of Directors typically sets executive compensation, section 951 of the Dodd-Frank bill requires public companies to give their shareholders an advisory vote to approve or disapprove compensation paid to executives during the prior fiscal year. The statute also requires enhanced disclosure. This panel brought together experts in executive compensation, institutional investors, and academics to discuss the effect of these regulations on compensation processes and pay practices, as well as the impact of proxy advisors on the say on pay vote.

& Tunnell LLP.

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

3 Stephen P. Lamb, Paul, Weiss, Rifkind,

Wharton & Garrison LLP; Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP.

Crutcher LLP; Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP.

panelist s Glenn Booraem, Principal and Fund Controller, Vanguard David Chun, CEO and Founder, Equilar, Inc. Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP Daniel Pedrotty, Director, Capital Strategies Department, American Federation of Teachers Michael J. Segal, Wachtell, Lipton, Rosen & Katz Randell S. Thomas, John S. Beasley II Professor of Law and Business, Vanderbilt University Law School

5 Michael J. Segal, Wachtell, Lipton, Rosen

& Katz; Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP; Daniel Pedrotty,

American Federation of Teachers; Randall S. Thomas, Vanderbilt University Law School.

February 12, 2013 Benefit Corporations This program investigated the growing phenomenon of benefit corporations. In the last two years, a number of U.S. jurisdictions have adopted statutory provisions allowing corporations to opt in to a legal structure that explicitly expands the purpose of the corporation beyond maximizing shareholder value. These provisions allow or require directors to consider environmental, societal, and other impacts of corporate activity. This panel featured the co-founder of B Lab, a non-profit that advocates for and certifies benefit corporations, the principal of an asset management firm that focuses on sustainability issues, and the chairman of the ABA Committee on Corporate Law’s working group on Benefit Corporations.

4 Adam H. Offenhartz, Gibson, Dunn &

1

3

mo der ato r s Hon. Leo E. Strine, Jr., Chancellor, Chancery Court of Delaware Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics panelist s Frederick H. Alexander, Chairman, Benefit Corporation Task Force of the ABA Committee on Corporate Laws; Morris, Nichols, Arsht & Tunnell LLP David Chen, Co-founder and Principal, Equilibrium Capital Group Andrew Kassoy, Co-Founder, B Lab

2

4

20

institute for law and economics

7 5

Panel Programs

21


2

insights from practice

2

1 Bruce N. Kuhlik, Merck & Co., Inc.;

Allan N. Rauch, Bed Bath & Beyond Inc.; Jill E. Fisch, University of Pennsylvania Law School.

November 14, 2012 This fall’s Insights from Practice program focused on the special challenges faced by corporate general counsel. Our panelists discussed the differences between in-house and outside counsel. In particular, the panel considered how corporate general counsel balance their dual roles as business partner and steward of the corporation. The panelists addressed the need for general counsel to work with and balance the needs of different constituencies, including outside counsel, regulators, the board of directors, and the chief executive officer. For students considering this career path, the panel offered advice about where to start and the special skills required to be an effective in-house lawyer.

2 Helen P. Pudlin, PNC Financial Services

Group; Andrea E. Utecht, FMC Corporation;

panelist s Bruce N. Kuhlik, Executive Vice President and General Counsel, Merck & Co., Inc. Allan N. Rauch, Vice President - Legal and General Counsel, Bed Bath & Beyond Inc. Andrea E. Utecht, Executive Vice President, General Counsel and Secretary, FMC Corporation Robert H. Young, Senior Vice President and General Counsel, Airgas, Inc.

Robert H. Young, Airgas, Inc.

1

m od erators Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School Helen P. Pudlin, Retired Executive Vice President and General Counsel, PNC Financial Services Group

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

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

2

2

22

institute for law and economics

Panel Programs

23


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

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

lectures

25


2

law and entrepreneurship Lectures

2

February 25, 2013 From Corporate Management to Sports Management: Turning Around the 76ers Adam Aron, CEO and Co-Owner, Philadelphia 76ers Adam Aron is CEO of the Philadelphia 76ers, and runs all day to day operations of the team on behalf of the ownership group. He previously was Chairman and CEO of World Leisure Partners, Inc., a consultancy he formed in 2006. From 1996 to 2006, Adam was Chairman and CEO of Vail Resorts, the largest ski resort operator in the United States. He was previously President and CEO of Norwegian Cruise Line, Senior Vice President of Marketing for United Airlines, and Senior Vice President of Marketing for Hyatt Hotels. He serves on the Boards of

Starwood Hotels, Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. Born and raised in Philadelphia and a graduate of Abington High School, Adam holds a bachelor’s degree cum laude from Harvard College and an M.B.A. with distinction from Harvard Business School.

October 18, 2012 The Cross-Cultural CEO: Growing a Business in a World Without Borders David Perla, Co-Chief Executive Officer, Pangea3 Llc David Perla is an entrepreneur and business builder and leader, with expertise in building profitable, high-growth U.S./India cross-border businesses. David is a Co-Founder and Co-CEO of Pangea3, a Sequoia Capital portfolio company acquired by Thomson Reuters in 2010. Pangea3 is the #1 ranked legal process outsourcing provider worldwide, with more than 1,000 employees globally, most in India and the United States. Pangea3 provides innovative global legal solutions to Fortune 1000 corporations, in-house counsel, and law firms, and has received numerous accolades and industry awards. Pangea3 has been recognized as a market leader by Time Magazine, Inc. Magazine, the New York Law Journal, and the India Business Law Journal, and has been featured in the Economist, the New York Times, and the Wall Street Journal.

26

institute for law and economics

Prior to forming Pangea3, David was Vice President Business & Legal Affairs for Monster, the leading global online careers property. At Monster, David oversaw all corporate transactions, including mergers and acquisitions, strategic alliances, partnerships, and investments. Prior to joining Monster, David spent five years as a corporate and transactional lawyer at Katten Muchin Rosenman, a prestigious AmLaw 100 law firm. David graduated cum laude from the University of Pennsylvania, where he also earned his law degree and was the winner of the school’s Keedy Cup Moot Court Competition.

lectures

27


2

distinguished jurist Lectures

2

October 10, 2012 Financial Stability Regulation Daniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System Daniel K. Tarullo took office on January 28, 2009, to fill an unexpired term ending January 31, 2022. Prior to his appointment to the Board, Mr. Tarullo was Professor of Law at Georgetown University Law Center, where he taught courses in international financial regulation, international law, and banking law. Prior to joining the Georgetown Law faculty, Mr. Tarullo held several senior positions in the Clinton administration. From 1993 to 1998, Mr. Tarullo served, successively, as Assistant Secretary of State for Economic and Business Affairs, Deputy Assistant to the President for Economic Policy, and Assistant to the President for International Economic Policy. He also served as a principal on both the National Economic Council and the National Security Council. From 1995 to 1998, Mr. Tarullo also served as President Clinton’s personal representative to the G7/G8 group of industrialized nations.

Before joining the Clinton administration, he served as Chief Counsel for Employment Policy on the staff of Senator Edward M. Kennedy, and practiced law in Washington, D.C. He also worked in the Antitrust Division of the Department of Justice and as Special Assistant to the Undersecretary of Commerce. From 1981 to 1987, Mr. Tarullo taught at Harvard Law School. Mr. Tarullo has also served as a senior fellow at the Council on Foreign Relations and as a non-resident senior fellow at the Center for American Progress. Mr. Tarullo has also held a visiting professorship at Princeton University. Mr. Tarullo was born in November 1952 in Boston, Massachusetts. He received his A.B. from Georgetown University in 1973 and his M.A. from Duke University in 1974. In 1977, Mr. Tarullo received his J.D. (summa cum laude) from the University of Michigan Law School, where he served as Article and Book Review Editor of the Michigan Law Review.

February 15, 2012 Regular Order as Equity Hon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery Chancellor Leo E. Strine, Jr. became Chancellor of the Delaware Court of Chancery in 2011 after serving as a Vice Chancellor since 1998. Since he joined the Court, Chancellor Strine has written numerous influential and provocative opinions. Immediately before becoming a member of the Court of Chancery, Chancellor Strine was Counsel to Governor Thomas R. Carper of the State of Delaware. Before becoming Counsel to Governor Carper in January 1993, Chancellor Strine was a corporate litigator at the firm of Skadden, Arps, Slate, Meagher & Flom. Prior to that, Chancellor Strine was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey.

28

institute for law and economics

Chancellor Strine graduated magna cum laude from the University of Pennsylvania Law School in 1988, and was selected as a member of the Order of the Coif. In 1985, he received his bachelor’s degree summa cum laude from the University of Delaware and was selected as a member of Phi Beta Kappa.

lectures

29


2

International Program Lectures

2

March 18, 2013 The Case for an Unbiased Takeover Law (with an Application to the European Union) Luca Enriques, Professor of Business Law, University LUISS “Guido Carli” Department of Law, and Nomura Visiting Professor of International Financial Systems, Harvard Law School commentator Joseph A. McCahery, Professor of International Economic Law, Tilburg University, Program Director of the Finance and Law Program, Duisenberg School of Finance (Netherlands), and Bok Visiting International Professor, University of Pennsylvania Law School

Luca Enriques is Visiting Professor at Harvard Law School, Professor of Business Law at the University LUISS “Guido Carli” Department of Law in Rome, and ECGI Research Associate. From 2007 to June 2012 he was a commissioner at Consob, the Italian Securities and Exchange Commission. Before then, he was a consultant to Cleary Gottlieb Steen & Hamilton and an adviser to the Italian Ministry of the Economy and Finance on matters relating to corporate, banking, and securities law with a special focus on European policy initiatives. Appointed by the European Commission as a member of the Forum of Market Experts on Auditors’ Liability (2005-2007) and of the Reflection Group on the Future of EU Company Law (2010-2011), he has frequently taken part as a panelist on European Union hearings and conferences on corporate governance and securities law. After earning an LL.M. at Harvard Law School in 1996, he worked at the Bank of Italy in the banking supervision department for three years, and then joined the University of Bologna, where he was Professor of Business Law until 2012.

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

30

institute for law and economics

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

lectures

31


2

past Lectures

2

Past Law and Entrepreneurship Lectures 1 William A. Ackman

Past Law and Entrepreneurship Lectures 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 2 November 2010 The Financial Crisis: Aftermath and Implications H. Rodgin Cohen, Sullivan & Cromwell LLP 3 March 2010 Managing Through Change, Managing Through Crisis in Financial Services Joseph D. Gatto, Chairman of Investment Banking, Barclays Capital Americas 30 September 2009 The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large Corporation J.P. Suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division

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

32

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

26 October 2006 Managing in the 21st Century Henry R. Silverman, Chairman & CEO, Realogy Corporation

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

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

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.

26 October 2005 Founding and Building a New Venture: The Story of the National Women’s Law Center Marcia Greenberger, Founder and Co-President, National Women’s Law Center

31 March 2008 Making Every Mistake Once Safra Catz, President, Oracle Corporation

7 April 2005 A Swing of the Pendulum: 20 Years in M&A Joseph D. Gatto, Managing Director, Goldman, Sachs & Co.

19 September 2007 Tales from Blackstone’s IPO Robert L. Friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P. 28 February 2007 Law, Legal Risks, and the Financial Markets Isaac D. Corré, Senior Managing Director, Eton Park Capital Management 29 November 2006 Large-Scale Entrepreneurship: Business Development at GE Pamela Daley, Senior Vice President for Corporate Business Development, General Electric Company

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

institute for law and economics

24 March 2004 The WNBA and Women’s Team Sports: A New Sports Marketing Proposition for the New Millennium Val Ackerman, President, Women’s National Basketball Association 30 October 2003 The Role of Entrepreneurship in Urban Education: Past, Present and Future James E. Nevels, Chairman and CEO, The Swarthmore Group, Inc.; Chairman, Philadelphia School Reform Commission

6 November 2002 Public Trust—and Distrust—in American Business: What Needs to Be Done Peter G. Peterson, Chairman, The Blackstone Group; Chairman, Federal Reserve Bank of New York; Co-Chair, Conference Board Commission on Public Trust and Private Enterprise 26 September 2002 What They Did Not Teach Me in Law School Robert M. Potamkin, Co-Chairman and Co-CEO, Planet Automotive Group, Inc.

2 Safra Catz 1

2

3

4

6 Robert L. Friedman 7 Joseph D. Gatto 8 Marcia Greenberger 9 Paul G. Haaga, Jr. 5

6

7

8

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 29 November 2001 Fee Shifting as a Control Against the Rogue Litigant Hon. Jack B. Jacobs, Justice, Supreme Court of Delaware 6 March 2001 Administering Capital Punishment: Is Texas Different? Hon. Patrick E. Higginbotham, U.S. Court of Appeals for the Fifth Circuit 24 February 2000 The Court of Chancery as Teacher of Corporate Law Hon. William B. Chandler III , Chancellor, Delaware Court of Chancery

11 Jeremy Nowak

12 Hon. Carolyn Berger

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

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

10 James E. Nevels

Past Distinguished Jurist Lectures

13 Brian G. Cartwright 14 Hon. William B. Chandler III 15 Hon. Harry T. Edwards 9

10

11

12

16 Kenneth R. Feinberg 17 Hon. Jack B. Jacobs 18 Hon. Lewis A. Kaplan

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

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

4 Isaac D. Corré 5 Pamela Daley

19 April 2002 Smart People Making and Losing Money: Some Recent Examples Perry Golkin, Kohlberg Kravis Roberts & Co.

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

3 H. Rodgin Cohen

19 Hon. Myron T. Steele 20 Hon. E. Norman Veasey

13

14

15

16

17

18

19

20

12 February 1998 The Value of Predictability in Corporate Law Hon. E. Norman Veasey, Chief Justice, Delaware Supreme Court 11 February 1997 What Economics of Law Must Address Next: Some Thoughts on Theory Hon. Guido Calabresi, U.S. Court of Appeals for the Second Circuit 7 February 1996 The MTV Constitution Hon. Alex Kozinski, U.S. Court of Appeals for the Ninth Circuit 22 March 1995 Accountability: Popular Will, Interest Groups, or the Invisible Hand Hon. Stephen F. Williams, U.S. Court of Appeals for the District of Columbia

lectures

33


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

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

academic events

35


2

Judging Corporate Law Conference

2

1 Sir Robert Hildyard, High Court of Justice of England and Wales, Chancery Division, and Hon. Myron T. Steele, Supreme Court of Delaware

2 Sir John Mummery, Court of Appeal of

ILE co-sponsored this conference on comparative corporate law with the University of Oxford. This event brought together judges from the U.K. and the U.S. to discuss similarities and differences in how they decide corporate law cases. 31 May 2013 University of Pennsylvania Law School Jointly sponsored by John H. Armour, Hogan Lovells Professor of Law and Finance, Oriel College, University of Oxford Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School Institute for Law and Economics, University of Pennsylvania Session I Capital Structure I: Legal Capital. What are the constraints on redemption of redeemable shares? How are these constraints imposed, and to what extent may parties modify them by contract? How are questions of valuation of corporate assets approached for the purposes of applicability of these constraints? Barclays Bank plc v British & Commonwealth Holdings plc SV Investment Partners LLC v Thoughtworks Inc. Sir Robert Hildyard, High Court of Justice of England and Wales, Chancery Division Hon. Myron T. Steele, Delaware Supreme Court

Session II Capital Structure II: Exchange Offers. What degree of coercion, if any, is it permissible to introduce into an exchange offer to bondholders, in order to overcome hold-out objections? How do/should courts review such offers? Asseìnagon Asset Management SA v Irish Bank Resolution Corp. Katz v Oak Industries, Inc. Sir Michael Briggs, Court of Appeal of England and Wales Hon. Leo E. Strine, Jr., Delaware Court of Chancery Session III Piercing the Corporate Veil. What is understood by “piercing the corporate veil”? Is there a judicial power to do this in appropriate circumstances? If so, what do such circumstances look like? Midland Interiors Inc v Burleigh VTB Capital plc v Nutritek International Corp Hon. Kevin J. Carey, U.S. Bankruptcy Court, District of Delaware Sir John Mummery, Court of Appeal of England and Wales Hon. John W. Noble, Delaware Court of Chancery

Session IV Takeover Issues I: Collusion Between Bidders. What remedies, if any, are available to redress collusion between potential bidders in corporate takeovers? Are these remedies part of competition/ antitrust law, part of corporate law, or part of regulatory provisions ?

England and Wales

3 Hon. Travis Laster, Delaware Court of Chancery

4 Hon. Jack B. Jacobs, Supreme Court of Delaware Oxford

Charles Crawshay, Deputy Director General, The Takeover Panel Hon. Stewart Dalzell, U.S. District Court for the Eastern District of Pennsylvania Hon. Travis Laster, Delaware Court of Chancery Sir Peter Roth, High Court of Justice of England and Wales, Chancery Division

England and Wales, and Hon. Leo E. Strine, Jr.,

6 Sir Michael Briggs, Court of Appeal of Delaware Court of Chancery

7 John H. Armour, Oriel College, University of Oxford, and Edward B. Rock, University of Pennsylvania Law School

Session V Takeover Issues II: Making a Bid Using Confidential Information. What remedies, if any, are available against a party who has made use of confidential information to make a takeover bid? Martin Marietta Materials, Inc v Vulcan Materials Company Vercoe v Rutland Fund Management Ltd.

2

6

institute for law and economics

3

Hon. Jack B. Jacobs, Delaware Supreme Court Sir Guy Newey, High Court of Justice of England and Wales, Chancery Division

4

36

5 Paul Davies, Jesus College, University of

1

Dahl v Bain Capital Partners Principle Capital Investment Trust plc

5

7

academic events

37


2

2

Penn/NYU Conference on Law and finance

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

8-9 February 2013 New York University School of Law Jointly sponsored by Institute for Law and Economics University of Pennsylvania Financial Institutions Center The Wharton School Center for Law & Business New York University Organized by William T. Allen, NYU Stern School of Business and NYU School of Law, New York University Yakov Amihud, Stern School of Business, New York University Jill E. Fisch, University of Pennsylvania Law School Itay Goldstein, The Wharton School, University of Pennsylvania Session I Competition for Managers, Corporate Governance and Incentive Compensation Viral Acharya, NYU Stern School of Business, CEPR, NBER Marc Gabarro, Erasmus University Paolo Volpin, LBS, CEBR Commentator James Spindler, The University of Texas at Austin School of Law

24-25 February 2012 University of Pennsylvania Law School Jointly sponsored by Institute for Law and Economics University of Pennsylvania Financial Institutions Center The Wharton School Center for Law & Business New York University Organized by William T. Allen, NYU Stern School of Business and NYU School of Law, New York University Yakov Amihud, Stern School of Business, New York University Jill E. Fisch, University of Pennsylvania Law School Itay Goldstein, The Wharton School, University of Pennsylvania Session I Bankers and Regulators Philip Bond, Carlson School of Management, University of Minnesota Vincent Glode, The Wharton School Commentator Eric L. Talley, University of California, Berkeley School of Law Moderator Hon. Jack B. Jacobs, Supreme Court of Delaware

38

Moderator William T. Allen, New York University School of Law and Stern School of Business Session II Concentrated Ownership Revisited: Idiosyncratic Value and Agency Costs Zohar Goshen, Columbia Law School Assaf Hamdani, Hebrew University of Jerusalem Commentator Alex Edmans, The Wharton School, University of Pennsylvania Moderator Itay Goldstein, The Wharton School, University of Pennsylvania Session III Executive Compensation and Corporate Governance in the US: Perception, Facts and Challenges Steven N. Kaplan, The University of Chicago Booth School of Business Commentator Holger Spamann, Harvard Law School Moderator Bill Bratton, University of Pennsylvania Law School

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

institute for law and economics

Session IV How Do Retail Investors Choose Funds? An Experiment Jill Fisch, University of Pennsylvania Law School Tess Wilkinson-Ryan, University of Pennsylvania Law School Commentator Wei Jiang, Columbia Business School Moderator Geoffrey Miller, New York University School of Law Session V The Disciplinary Effects of Proxy Contests Vyacheslav Fos, College of Business, University of Illinois at Urbana-Champaign Commentator Robert Thompson, Georgetown University Law Center Moderator Marcel Kahan, New York University School of Law Session VI Secured Credit Externalities Barry Adler, NYU School of Law Vedran Capkun, HEC Paris Commentator Mark Jenkins, The Wharton School, University of Pennsylvania

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

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

Moderator Ryan Bubb, New York University School of Law

of Chancery.

4 Itay Goldstein, The Wharton School.

Session VII Soft Shareholder Activism Doron Levit, The Wharton School, University of Pennsylvania Commentator Frank Partnoy, University of San Diego School of Law

5 Edward B. Rock, University of Pennsylvania Law School, and Steven N. Kaplan, The

University of Chicago Graduate School 1

of Business.

2

6 James C. Spindler, The University of Texas at

Moderator Michael L. Wachter, University of Pennsylvania Law School

Austin School of Law; Michal Barzuza,

Session VIII Virtual Ownership and Managerial Distance: The Governance of Industrial Foundations Henry Hansmann, Yale Law School Steen Thomsen, Copenhagen Business School

T. Allen, New York University School of Law.

University of Virginia School of Law; Robert P.

Bartlett III, UC Berkeley School of Law; William

Commentator Yaniv Grinstein, Cornell University, Johnson Graduate School of Management Moderator Yakov Amihud, New York University Stern School of Business

3

4

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

5

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

6

academic events

39


2

ILE/wharton finance seminars

2

1 Alan Schwartz, Yale Law School. 2 Patrick Bolton, Columbia Business School.

March 28, 2013 Should Derivatives Be Privileged in Bankruptcy? (co-authored with Martin Oehmke) Patrick Bolton, Barbara and David Zalaznick Professor of Business, Columbia Business School

c o mmentato r s Jonathan Klick, Penn Law David K. Musto, Wharton Finance Krishna Ramaswamy, Wharton Finance David A. Skeel, Jr., Penn Law

Derivative contracts, swaps, and repos currently enjoy a special status in bankruptcy: they are exempt from the automatic stay and, if collateralized, they are effectively senior to virtually all other claims. The authors propose a simple corporate finance model to assess the effect of this exemption on a firm’s cost of borrowing and incentives to engage in derivative transactions. Their model suggests that, while derivatives are value-enhancing risk management tools, effective seniority for derivatives can lead to inefficiencies because it shifts credit risk to the firm’s creditors, even though this risk could be borne more efficiently by derivative counterparties. In addition, because senior derivatives dilute existing creditors, firms may take on derivative positions that are speculative or too large from a social perspective. Finally, they show that when there are substantial diversification benefits to be obtained for derivative counterparties, then granting seniority to derivatives over debt in bankruptcy can be welfare enhancing.

1

september 27, 2012 Long Term Contracting with Private Information (co-authored with Tracy R. Lewis) Alan Schwartz, Sterling Professor of Law, Yale Law School This paper explores the possibility for efficient long term contracts among traders with changing and privately known incentives for exchange. The authors analyze a negotiation process that enables parties to adapt the default rules of exchange to changes in their preferences for trade. The selection of control rights and default options is delegated to the parties themselves, who collectively are best informed as to which investments and exchanges are efficient. The paper demonstrates how contracts with flexible and endogenous default options are tailored to induce efficient investment and optimal exchange. Applications of the findings for contract theory, the design of commercial contracts, and the need for legal support are discussed.

2

c o mmentato r s Vincent Glode, Wharton Finance Jonathan Klick, Penn Law Doron Levit, Wharton Finance Tess Wilkinson-Ryan, Penn Law

4

40

institute for law and economics

academic events

41


2

Curricular Partnerships

2

1 Richard Hall, Cravath, Swaine & Moore LLP. 2 George A. Casey, Shearman & Sterling LLP. 3 Michael L. Wachter, University of Pennsylvania

The Institute for Law and Economics also engages in curricular partnerships that serve the educational mission of Penn Law School. The Institute provided support for two advanced seminars in the 2012-2013 academic year. ILE also invited members of our board of advisors and other distinguished professionals to the Law School for special classes and seminars to share their professional expertise with Penn Law students in an informal setting.

Law School; Eileen Nugent, Skadden, Arps,

Spring 2013

Slate, Meagher & Flom LLP.

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

1

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

Spring 2012 LAW 704-001 Advising the Board of Directors Hon. Myron T. Steele and Mark A. Morton

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

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

2

3

42

institute for law and economics

academic events

43


2

publications and papers

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

Franklin Allen, Nippon Life Professor of Finance and Professor of Economics, The Wharton School Money, Financial Stability, and Efficiency (with E. Carletti and D. Gale), Journal of Economic Theory, forthcoming. Financing Firms in India (with R. Chakrabarti, S. De, J. Qian, and M. Qian), Journal of Financial Intermediation, 2012. Asset Commonality, Debt Maturity and Systemic Risk (with A. Babus and E. Carletti), Journal of Financial Economics, 2012. Tom Baker, William Maul Measey Professor of Law and Health Sciences Protecting Consumers from Add-On Insurance Products: Lessons from Behavioral Economics for Insurance Regulation (with Peter Siegelman), Connecticut Insurance Law Journal, forthcoming 2013. Regulation by Liability Insurance: From Auto to Lawyers Professional Liability (with Rick Swedloff), UCLA Law Review, forthcoming 2013. Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits (with Blakely McShane, Oliver Watson, Sean Griffith), Journal of Empirical Legal Studies, 2012.

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

Does Regulation Kill Jobs? (with Adam Finkel and Christopher Carrigan), University of Pennsylvania Press, forthcoming 2013. Jill Fisch, Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics The Trouble with Basic: Price Distortion after Halliburton, Washington University Law Review, forthcoming 2013.

The Effect of Allowing Pollution Offsets with Imperfect Enforcement (with Hilary Sigman), American Economic Review, 2011. The Immigration Paradox: Alien Workers and Distributive Justice, in Citizenship, Borders, and Human Needs, 2011. The Environment and Climate Change: Is International Migration Part of the Problem or Part of the Solution?, Fordham Environmental Law Review, 2010. Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science Enhancing Public Access to Online Rulemaking Information, Michigan Journal of Environmental & Administrative Law, forthcoming.

institute for law and economics

Incentive Compatibility and Differentiability: New Results and Classic Applications (with Ernst-Ludwig von Thadden), Journal of Economic Theory, forthcoming.

Local Deficits and Local Jobs: Can US States Stabilize Their Own Economies? (with Gerald Carlino), Journal of Monetary Economics, 2013.

Itay Goldstein, Professor of Finance, The Wharton School

Understanding the Democratic Transition in South Africa (with Daniel Rubinfeld), American Law and Economics Review, 2013.

A Theory of Preferred Stock (with Michael Wachter), University of Pennsylvania Law Review, 2013.

Howard F. Chang, Earle Hepburn Professor of Law

How to Reform the Credit-Rating Process to Support a Revival of Private-Label Securitization (with Edward J. Kane), in Strengthening the Liquidity of Secondary Markets, Wharton Financial Institutions Center Press, forthcoming 2013.

The Long Road Back: Business Roundtable and the Future of SEC Rulemaking, Seattle University Law Review, 2013.

Trading Frenzies and Their Impact on Real Investment (with Emre Ozdenoren and Kathy Yuan), Journal of Financial Economics, forthcoming.

Corporate Finance: Cases and Materials, 7th ed., Foundation Press, 2012.

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

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

Speculation and Hedging in Segmented Markets (with Yan Li and Liyan Yang), Review of Financial Studies, forthcoming.

The Real Effects of Financial Markets: The Impact of Prices on Takeovers (with Alex Edmans and Wei Jiang), Journal of Finance, 2012. Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Putting Stockholders First, Not the First Filed Complaint (with Leo Strine, Jr. and Matthew C. Jennejohn), forthcoming 2013. Who Let You Into the House?, Wisconsin Law Review, 2012. Loyalty’s Core Demand: The Defining Role of Good Faith in Corporate Law (with Leo Strine, Jr., R. Franklin Balotti, and Jeffrey Gorris), Georgetown Law Journal, 2010. Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance, The Wharton School; Co-Director, Wharton Financial Institutions Center How to Design a Contingent Convertible Debt Requirement that Solves our Too-Big-to-Fail Problem (with Charles Calomiris), Journal of Applied Corporate Finance, forthcoming 2013.

Prejudgment Interest (with Jeff Colon), chapter 15 in Litigation Services Handbook: The Role of the Financial Expert, 5th Edition, 2012.

The Case for Rapid Resolution Plans, Review of Economics and Finance, forthcoming 2013.

Who Calls the Shots? How Mutual Funds Vote on Director Elections (with Stephen Choi and Marcel Kahan), Harvard Business Law Review, forthcoming 2013.

A Transactional Genealogy of Scandal from Milken to Enron to Goldman Sachs (with Adam Levitin), Southern California Law Review, 2013.

How to Evaluate Regulatory Performance, in Measuring Regulatory Performance, OECD Publishing, forthcoming.

44

2

The Connection between Competitiveness and International Taxation, Tax Law Review, 2012.

Federal Institutions and the Democratic Transition: Learning from South Africa (with Daniel Rubinfeld), Journal of Law, Economics, and Organizations, 2011. Jonathan Klick, Professor of Law and Erasmus Chair of Empirical Legal Studies at Erasmus University Rotterdam Does Anyone Get Stopped at the Gate? An Empirical Analysis of State Adoption of the Daubert Trilogy (with Eric Helland), Supreme Court Economic Review, 2012. The Relationship between Abortion Liberalization and Sexual Behavior: International Evidence (with Sven Neelsen & Thomas Stratmann), American Law and Economics Review, 2012. Why Aren’t Regulation and Litigation Substitutes?: An Examination of the Capture Hypothesis (with Eric Helland), in Regulatory Breakdown: The Crisis of Confidence in U.S. Regulation, University of Pennsylvania Press, 2012. Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy What is Tax Discrimination? (with Ruth Mason), Yale Law Journal, 2012.

Gideon Parchomovsky, Professor of Law Intellectual Property Defenses (with Alex Stein), Columbia Law Review, forthcoming 2014. Property Lost in Translation (with Abraham Bell), The University of Chicago Law Review, forthcoming 2013. Cities, Property, and Positive Externalities (with Peter Siegelman), William and Mary Law Review, 2012. Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School

Michael L. Wachter, William B. Johnson Professor of Law and Economics; Co-Director, Institute for Law and Economics A Theory of Preferred Stock (with William W. Bratton), University of Pennsylvania Law Review, 2013. The Political Economy of Fraud on the Market (with William W. Bratton), University of Pennsylvania Law Review, 2011. The Striking Success of the National Labor Relations Act, in the Research Handbook on the Economics of Labor and Employment Law, 2012.

Economic Models as Analogies (with Itzhak Gilboa, Larry Samuelson and David Schmeidler), Economic Journal, forthcoming.

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

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

Will Private Risk-Capital Return? The Dodd-Frank Act and the Housing Market (with Adam Levitin and Andrey Pavlov), Yale Journal on Regulations, 2012.

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

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

Explaining the Housing Bubble (with Adam Levitin), Georgetown Law Review, 2012.

Great Expectations for True Sales of Receivables, Securitization, and Bankruptcy Policy (with Steven Harris), forthcoming 2013.

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

A Foundation for Markov Equilibria in Sequential Games with Finite Social Memory (with V. Bhaskar and Stephen Morris), Review of Economic Studies, forthcoming. Pricing and Investments in Matching Markets (with Andrew Postlewaite and Larry Samuelson), Theoretical Economics, forthcoming.

The Bankruptcy Code’s Safe Harbors for Qualified Financial Contracts: Too Safe to Fail, Texas International Law Journal, forthcoming 2013. The Truth about Shortfall of Intermediated Securities: Perspectives Under the Geneva Securities Convention, United States Law, and the Draft European Securities Directive, in Intermediated Securities: The Impact of the Geneva Securities Convention and the European Securities Law Directive, Cambridge University Press, 2013. David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School Notes on Bonds: Liquidity at all Costs in the Great Recession (with Greg Nini and Krista Schwarz), Working Paper. Does Junior Inherit? Refinancing and the Blocking Power of Second Mortgages (with Philip Bond, Ronel Elul, and Sharon Garyn-Tal), Working Paper. What do Consumers’ Fund Flows Maximize? Evidence from their Brokers’ Incentives (with Susan Christoffersen and Rich Evans), Journal of Finance, 2013.

Do Peer Firms Affect Corporate Capital Structure (with Mark Leary), Journal of Finance, forthcoming. Corporate Dividend Policies: Lessons from Private Firms (with Roni Michaely), Review of Financial Studies, 2012. The Pecking Order, Debt Capacity, and Information Asymmetry (with Mark Leary), Journal of Financial Economics, 2010.

Immigration and the Neighborhood (with Albert Saiz), American Economic Journal: Economic Policy, 2011. Amy Wax, Robert Mundheim Professor of Law Diverging Destinies Redux, Michigan Law Review, forthcoming in Winter 2014. The Economics of Family Law, Oxford Handbook of Law and Economics, forthcoming in Spring 2014. Explaining Marital Decline, National Affairs, forthcoming in Spring 2014.

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

Bilge Yilmaz, Associate Professor of Finance, The Wharton School

Adapting to the New Shareholder-Centric Reality, University of Pennsylvania Law Review, 2013.

Adverse Selection and Convertible Bonds (with Archishman Chakraborty), Review of Economic Studies, 2011.

Shareholder Eugenics in the Public Corporation, Cornell Law Review, 2012.

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

The Insignificance of Proxy Access (with Marcel Kahan), Virginia Law Review, 2011. David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law

Information and Efficiency in Tender Offers (with Robert Marquez), Econometrica, 2008.

The New Financial Deal: Understanding the Dodd-Frank Act and its (Unintended) Consequences, Wiley, 2011. Transaction Consistency and the New Finance in Bankruptcy (with Thomas Jackson), Columbia Law Review, 2012. States of Bankruptcy, University of Chicago Law Review, 2012.

academic events

45


1

2

3

4

1 Franklin Allen

17 Reed Shuldiner

2 Tom Baker

18 David A. Skeel, Jr.

3 Howard F. Chang

19 Susan M. Wachter

4 Cary Coglianese

20 Amy L. Wax

5 Itay Goldstein

21 Bilge Yilmaz

6 Richard J. Herring

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

6

7

8

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

Associate faculty 9

10

11

12

13

14

15

16

17

18

19

20

21

associate faculty

47


2

associate faculty

2

Franklin Allen

William W. Bratton

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

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

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

Professor Bratton joined the Penn Law faculty in 2010. He graduated in 1976 from Columbia Law School where he was articles editor of the Law Review and a James Kent Scholar. He clerked for the Honorable William H. Timbers on the U.S. Court of Appeals for the Second Circuit and practiced for several years at Debevoise & Plimpton in New York. He served on the Cardozo, Rutgers, and George Washington law faculties before joining the faculty of the Georgetown University Law Center, where he was the Peter P. Weidenbruch, Jr., Professor of Business Law. He also has been the Unilever Visiting Professor at the Faculty of Law of the University of Leiden, 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.

Tom Baker William Maul Measey Professor of Law and Health Sciences Tom Baker is the William Maul Measey Professor of Law and Health Sciences at Penn Law School. His work explores insurance, risk, and responsibility in a wide variety of settings, using methods and perspectives drawn from economics, sociology, psychology, and history. He is the author of The Medical Malpractice Myth (U. Chicago P. 2005) and a contributing editor of Embracing Risk: The Changing Culture of Insurance and Responsibility (U. Chicago P. 2002). His latest book Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation, co-authored with Sean Griffith, analyzes the relationship between D&O insurance and securities litigation based on in-depth interviews with underwriters, claims managers, plaintiffs and defense lawyers, actuaries, brokers and others. He has a secondary appointment in the 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.

Howard F. Chang Earle Hepburn Professor of Law Professor Chang received a Ph.D. in economics from the Massachusetts Institute of Technology in 1992, a J.D. from Harvard Law School in 1987, a Master in Public Affairs from Princeton University in 1985, and an A.B. from Harvard College in 1982. Prior to joining the Penn faculty in 1999, he was a Professor of Law at the University of Southern California Law School, where he began teaching in 1992. He was a Visiting Professor of Law at Stanford Law School in 1998, at Harvard Law School and at the New York University School of Law in 2001, at the University of Michigan Law School in 2002, and at the University of Chicago Law School in 2007, and a Visiting Associate Professor of Law at the Georgetown University Law Center from 1996 to 1997. He served as a law clerk for the Honorable Ruth Bader Ginsburg on the U.S. Court of Appeals for the D.C. Circuit from 1988 to1989. He served on the Board of Directors of the American Law and Economics Association from 2004 to 2007. He has written on a wide variety of subjects including environmental protection, international trade, immigration, intellectual property, and the economics of litigation and settlement.

Cary Coglianese Edward B. Shils Professor of Law and Professor of Political Science Cary Coglianese is the Edward B. Shils Professor of Law at the University of Pennsylvania Law School, as well as Professor of Political Science and the director of the Penn Program on Regulation. Coglianese is the founder of the Law & Society Association’s

48

institute for law and economics

international collaborative research network on regulatory governance, a chair of the e-government committee of the American Bar Association’s section on Administrative Law and Regulatory Practice, and a fellow of the American Bar Foundation. He is also a founder of the peer-reviewed journal Regulation & Governance, for which he now serves on the editorial board, as well as the founder and faculty advisor to RegBlog.org, the first university-based online source of daily regulatory news and analysis. Coglianese received his J.D., M.P.P., and Ph.D. in political science from the University of Michigan, and for twelve years served on the faculty of the John F. Kennedy School of Government at Harvard University. He has also been a visiting professor of law at Stanford University and Vanderbilt University and an affiliated scholar at the Harvard Law School.

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

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

Itay Goldstein Professor of Finance, The Wharton School Itay Goldstein is a Professor of Finance at the Wharton School of the University of Pennsylvania. He is also the coordinator of the Ph.D. program in Finance. He has been on the faculty of the Wharton School since 2004. Professor Goldstein earned his B.A. (Economics and Accounting, 1994), M.A. (Economics, 1998), and Ph.D. (Economics, 2001) from Tel Aviv University. He is an expert in the areas of corporate finance, financial institutions, and

financial markets, focusing on financial fragility and crises and on the feedback effects between firms and financial markets. His research has been published in major academic journals, including the Review of Economic Studies, the Journal of Finance, the Journal of Financial Economics, the Review of Financial Studies, and the Journal of Economic Theory. His research has also been featured in the popular press in the Financial Times, Bloomberg, Forbes, National Public Radio, and others. Professor Goldstein is an editor of the Finance Department at the Management Science and an editor of the Journal of Financial Intermediation. He serves as an academic consultant of the Federal Reserve Bank of New York and the Federal Reserve Bank of Philadelphia, and has served as an academic consultant of the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein served on the faculty of Duke University’s Fuqua School of Business. He also worked in the research department of the bank of Israel, where he was in charge of the analysis of the current account of Israel.

Lawrence Hamermesh Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011) Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976. Professor Hamermesh practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as an associate from 1976–84, and as a partner from 1985–94. Professor Hamermesh joined the faculty at Widener in 1994, and teaches and writes in the areas of corporate finance, mergers and acquisitions, securities regulation, business organizations, and professional responsibility. Since 1995, Professor Hamermesh has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and served as Chair of the Council from 2002 to 2004. In 2002 and 2003 he also served as the Reporter for the American Bar Association’s Task Force on Corporate Responsibility. He was appointed in 2011 as Associate Reporter, and beginning in 2013 as Reporter, for the Corporate Laws Committee of the American Bar Association Business Law Section, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware.

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

associate faculty

49


2

associate faculty

He is the author of more than 100 articles, monographs and books on various topics in financial regulation, international banking, and international finance. At various times his research has been funded by grants from the National Science Foundation, the Ford Foundation, the Brookings Institution, the Sloan Foundation, and the Council on Foreign Relations. Outside the university, he is co-chair of the US Shadow Financial Regulatory Committee and Executive Director of the Financial Economist’s Roundtable, a member of the Advisory Board of the European Banking Report in Rome, the Institute for Financial Studies in Frankfurt, and the International Centre for Financial Regulation in London. In addition, he is a member of the FDIC Systemic Risk Advisory Committee. He served as co-chair of the Multinational Banking seminar from 1992–2004 and was a Fellow of the World Economic Forum in Davos from 1992–95. He was a member of the Group of 30 task force on the reinsurance industry, as well as an earlier study group on international supervision and regulation. Currently, he is an independent director of the DWS Scudder mutual fund complex and has served on the predecessor Deutsche Asset Management and Bankers Trust boards since 1990. He is also an independent director of the Daiwa closed end funds and of Barclays Bank, Delaware. Herring received his undergraduate degree from Oberlin College in 1968 and his PhD from Princeton University in 1973. He has been a member of the Finance Department since 1972. He is married, with two children, and lives in Bryn Mawr, Pennsylvania.

Robert W. Holthausen The Nomura Securities Company Professor and Ernst and Young Professor, Professor of Accounting and Finance, and Chairman, Accounting Department, The Wharton School Professor Holthausen earned his Ph.D. and his M.B.A. at the University of Rochester. He joi ned the Wharton School in 1989. Prior to joining the Penn faculty, he was a member of the accounting and finance faculty at the Graduate School of Business of the University of Chicago. Professor Holthausen teaches Corporate Valuation, a course he created for Wharton when he arrived and has been teaching ever since. He is the author of a valuation book entitled Corporate Valuation: Theory, Evidence and Practice (co-authored with Mark Zmijewski) published by Cambridge Business Publishers. 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.

50

institute for law and economics

2

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

Richard E. Kihlstrom

Professor Knoll joined the Penn Law and Wharton faculties from the University of Southern California Law School in 2000. He teaches courses in corporate finance and taxation in the Law School, the Wharton School, and the Wharton Executive Program. He is also an affiliate of the Zell/Lurie Real Estate Center at the Wharton School, and the editor of Forensic Economic Abstracts, an electronic journal published by the Social Science Research Network. Professor Knoll’s undergraduate and J.D. degrees are from the University of Chicago. He also earned a Ph.D. in Economics at the University of Chicago. In 1990 he joined the USC Law faculty as an Assistant Professor, and in 1995 he was promoted to full Professor. He has been a Visiting Professor of Law at Georgetown (1999), Penn (1998–99), Virginia (2000), and Columbia (2009). Professor Knoll was also a John M. Olin Senior Research Scholar at Columbia University School of Law (1996–97), a Visiting Scholar at New York University Law School (1996–97), a John M. Olin Distinguished Visiting Professor of Law at Toronto University (1998), and a John Raneri Atax Fellow at the University of New South Wales (2011). Prior to entering teaching, he clerked for the Honorable Alex Kozinski on the U.S. Court of Appeals, Ninth Circuit, and served as legal advisor to the Vice Chairman of the U.S. International Trade Commission. He has published extensively in the fields of corporate finance, taxation, economics, and real estate finance.

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

George J. Mailath

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

Richard 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 served as Chair of the Finance Department from 1988 to 1994 and from 2006 to 2010. Before coming to Penn, he taught at Northwestern University, the University of Illinois, the State University of New York at Stony Brook, and the University of Massachusetts. He is a Fellow of the Econometric Society. His areas of research interest include information and uncertainty in economics, financial market equilibrium, and corporate finance.

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

Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Professor Mailath received his Ph.D. in economics from Princeton University in 1985. He is a Fellow of the American Academy of Arts and Sciences and of the Econometric Society. He currently serves on the Council of the Econometric Society and served on the Council of the Game Theory Society 2005-2011, and was one of the founders of the journal Theoretical Economics, and is or has served as an associate editor or editorial board member of Econometrica, the Review of Economic Studies, the Journal of Economic Theory, Games and Economic Behavior, the International Economic Review, and Economic Theory. He is co-editor of the Econometric Society Monograph Series and has been a member of the Economics Advisory Panel of the National Science Foundation. His research interests include the organization of the firm, noncooperative game theory, evolutionary game theory, social norms, and the foundations of reputations, law, and authority.

Charles W. Mooney, Jr. Charles A. Heimbold, Jr. Professor of Law Professor Mooney received his J.D. from Harvard Law School in 1972. He practiced law with the Oklahoma firm of Crowe and Dunlevy and as a partner of the New York firm of Shearman & Sterling. Professor Mooney joined the Penn faculty in 1986, and during 1999 and 2000 he served as Interim Dean of the Law School. From 1998 to 2000 and from 2008 to 2009 he served as Associate Dean for Academic Affairs. He is an active member of the American Law Institute and the American Bar Association. He served as a member of the Uniform Commercial Code Permanent

Editorial Board Article 2 (Sales) Study Committee and also served as a reporter for that Board’s Article 9 (Secured Transactions) Study Committee and as a reporter for the Revised Article 9 drafting committee. He served as a member of the U.S. Security and Exchange Commission’s Advisory Committee on Market Transactions. Mooney was awarded the Distinguished Service Award, presented by the American College of Commercial Finance Lawyers. He is a Fellow and Director of the American College of Bankruptcy. He also served as U.S. Delegate and Position Coordinator (appointed by U.S. Department of State) at the Diplomatic Conference for the Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment, in Cape Town, South Africa. He also served as a U.S. Delegate for the UNIDROIT Geneva Securities Convention at the Diplomatic Conferences in Geneva. His current research centers on intermediated securities, sovereign debt restructuring, security interests in bankruptcy, and bankruptcy theory.

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

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

associate faculty

51


2

52

associate faculty

2

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

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

Professor Rock received his J.D. from the University of Pennsylvania in 1983. He joined the Penn faculty in 1989 from the Philadelphia law firm of Fine, Kaplan and Black, where he specialized in antitrust, corporate, and securities litigation. He has written widely in corporate law, on topics including: proxy access, corporate voting, government ownership, hedge funds, and comparative corporate law. He has taught as a visiting professor at Columbia, NYU, Hebrew University, Israel, and the Johann Wolfgang Goethe-Universität, Frankfurt am Main, Germany. Professor Rock served as co-director of ILE from 1998–2010.

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

Michael R. Roberts

Reed Shuldiner

Professor of Finance, The Wharton School

Alvin L. Snowiss Professor of Law

Susan M. Wachter

Michael R. Roberts is a tenured Professor of Finance at the Wharton School of the University of Pennsylvania and a Research Associate of the National Bureau of Economic Research. Professor Roberts earned his B.A. in Economics from the University of California at San Diego, and his M.A. in Statistics and Ph.D. in Economics from the University of California at Berkeley. His primary research is in the area of corporate finance and in particular: capital structure, investment policy, financial contracting, and payout policy. Recent work has examined issues at the intersection of macroeconomics and finance, including the role of government deficit financing in affecting the supply of credit to and investment behavior of corporations, and the design of debt securities. His research has received several awards including two Brattle Prizes for Distinguished Paper published in the Journal of Finance, and Best Paper awards at the Financial Management Association and Southwestern Finance Association annual conferences. Professor Roberts has served on nine journal editorial boards and is currently the co-editor of the Journal of Finance. In addition to his research, Professor Roberts has earned a number of teaching awards at the Wharton School including the David W. Hauk Award, multiple Excellence in Teaching awards, and a nomination for the Helen Kardon Moss Anvil Teaching Award. While at Duke University, he also 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. Prior to joining academia, Professor Roberts was a Financial Engineer at Financial Engineering Associates Inc. and a Senior Analyst for Regional Economic Research Inc.

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.

Andrew W. Postlewaite

Edward B. Rock

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

Saul A. Fox Distinguished Professor of Business Law

institute for law and economics

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.

employment law, poverty law and welfare policy, the law and economics of work and family, and social science and the law. Professor Wax joined the Penn Law Faculty in fall 2001.

Bilge Yilmaz Associate Professor of Finance, The Wharton School Bilge Yılmaz is an Associate Professor of Finance at the Wharton School. Prior to his current appointment, he taught at the Graduate School of Business, Stanford University, and held visiting positions at the University of Chicago and INSEAD. He received his B.S. degrees in Electrical Engineering and Physics from Bogaziçi University, and his Ph.D. in Economics from Princeton University. His research focuses on corporate finance, political economy, and game theory. His current projects include corporate governance, voting under asymmetric information, hedge funds, mergers and acquisitions, and private equity.

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

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

associate faculty

53


Lectures

ILE Investors 2012–2013 Funding for the Institute for Law and Economics comes from a diverse group of individuals, law firms, corporations, and foundations who endorse our work each year. We are pleased and privileged to recognize and thank the ILE investors whose generous contributions underwrite the activities described in this report. We deeply appreciate their support and their active participation in institute programs. Benefactors $25,000 or above Charles I. Cogut and Simpson Thacher & Bartlett LLP Robert L. Friedman Paul G. Haaga, Jr. Skadden, Arps, Slate, Meagher & Flom LLP Sullivan & Cromwell LLP Sponsors $10,000 to $24,999 Air Products and Chemicals, Inc. Allen & Overy LLP Apollo Capital Management, L.P. AQR Capital Management, LLC Barclays Capital Bernstein Litowitz Berger & Grossmann LLP Martin J. Bienenstock Cadwalader, Wickersham & Taft LLP Isaac D. CorrÊ Covington & Burling LLP Cravath, Swaine & Moore LLP Credit Suisse Dechert LLP Delaware Department of State E. I. du Pont de Nemours and Company Fidelity Management & Research Company John G. Finley

54

institute for law and economics

FMC Corporation Stephen Fraidin Joel E. Friedlander Joseph D. Gatto Gibson, Dunn & Crutcher LLP Goldman, Sachs & Co. Perry Golkin Grant & Eisenhofer P.A. Harkins Cunningham LLP Leon C. Holt, Jr. Hughes Hubbard & Reed LLP Innisfree M&A Incorporated Roy J. Katzovicz Lazard MacKenzie Partners, Inc. Merck & Co., Inc. Millennium Management Foundation Morgan, Lewis & Bockius LLP Morris, Nichols, Arsht & Tunnell LLP Potter Anderson & Corroon LLP Allan N. Rauch Richards, Layton & Finger, P.A. Ropes & Gray LLP Schulte Roth & Zabel LLP Seyfarth Shaw LLP Shearman & Sterling LLP Vanguard Wachtell, Lipton, Rosen & Katz White & Case LLP Young Conaway Stargatt & Taylor, LLP

Members $5,000 to $9,999 James H. Agger Airgas, Inc. Myron J. Resnick Donors Up to $4,999 Joseph J. Carapiet Christopher Foulds Jeffrey Gorris Mary J. Grendell Sarah Hammer Edmund Kitch Eric Klinger-Wilensky James A. Ounsworth Helen P. Pudlin David E. Ross John F. Schmutz Kenneth W. Willman

institute investors lectures

55


2

Lectures

2

Institute for Law & Economics University of Pennsylvania 3501 Sansom Street, Philadelphia, PA 19104-6204 215.898.7719, www.law.upenn.edu/ile/ September 2013

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

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

Jill E. Fisch, Co-Director Perry Golkin Professor of Law 215.746.3454 jfisch@law.upenn.edu

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

56

institute for law and economics


Institute for Law & Economics Annual Report: 2012-13