ILE Annual Report 2011-2012

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

institute for

law & economicsannual report 2011–12

message from the co-chairs 1

message from the co-chairs

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.

the Institute’s programs have become increasingly relevant and important in this challenging economic climate, focusing on the issues that the academic, legal, and business communities care about. Today the Institute enjoys an outstanding international reputation for the excellence of its programs, where leaders in

business, financial management, legal practice, and academic scholarship candidly discuss the intersection of theory and practice on a host of significant issues. Your participation in these programs is a vital component of their success. On behalf of the Institute’s Board of Advisors, we want to express our gratitude to everyone who has helped the Institute during this past year, whether through financial contributions or by participation in ILE programs. One of the foremost goals of the Institute is to broaden and diversify our foundation, and once again we have realized that goal. We are delighted to report some superb additions to our Board of Advisors during the past year. We are pleased to welcome the following new members: Kevin Genirs (Barclays Capital); Jennifer Shotwell (Innisfree M&A Incorporated); Richard D. Smith (Allen & Overy LLP); Andrea E. Utecht (FMC Corporation); and Antonio Weiss (Lazard). These accomplished individuals will greatly enhance the work of the Institute and broaden the composition of our Board. We would also like to welcome The Depository Trust and Clearing Corporation and White & Case LLP as ILE sponsors, through long-standing board members James E. Odell and Morton A. Pierce. All of the members of our Board give graciously to the Institute, not just financially but also of their time and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactors Bob Friedman, Paul G. Haaga, Jr., and Skadden, Arps, Slate, Meagher & Flom LLP (through Eric Friedman). Their extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to each of them. Bill Bratton, Jill Fisch, and Michael Wachter continued to be truly outstanding as co-directors of the Institute. The co-directors’ dedication to all aspects of the Institute’s work and their ability to come up with timely programs and attract the ideal participants to make every program an unqualified success are why ILE is world-renowned as the forum for interesting dialogue on topical issues for corporations and their financial and legal advisors.

Charles “Casey” CogutSimpson Thacher & Bartlett LLP

Joseph B. FrumkinSullivan & Cromwell LLP

September 2012

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 2012: 10

CorPorate roundtaBle, fall 2011: 12





Panel PrograMs: 19

ChanCery Court PrograMs: 20

insights froM PraCtiCe: 22

leCtures: 25

law and entrePreneurshiP: 26

distinguished Jurist: 28

international PrograM leCtures: 30

Past leCtures: 32

aCadeMiC events: 35

Penn /nyu ConferenCe, sPring 2012: 36

nyu/Penn ConferenCe, sPring 2011: 36

ile/wharton finanCe seMinars: 38

CurriCular PartnershiPs: 40

PuBliCations and PaPers: 42

assoCiate faCulty: 44

institute investors: 53

James H. Aggerchair, 1994-2001Retired Senior Vice President, General Counsel and Secretaryair Products and chemicals, inc.allentown, Pa

Joseph B. FrumkinCo-Chair, 2008-sullivan & cromwell LLPNew York, NY

Richard B. Aldridgemorgan, Lewis & Bockius LLPPhiladelphia, Pa

Kevin GenirsManaging DirectorBarclays capitalNew York, NY

William D. Anderson, Jr.Managing Director, Global Head of Raid and Activism Defensegoldman, sachs & co.New York, NY

Scott C. GoebelSenior Vice President and General Counselfidelity management & research companyBoston, ma

Board of advisors 32 iNstitute for Law aNd ecoNomics

board of advisors board of advisors

Marshall B. Babsonseyfarth shaw LLPNew York, NY

Perry GolkinChief Executive OfficerPPc enterprises LLcNew York, NY

Louis J. Bevilacquacadwalader, wickersham & taft LLPNew York, NY

Stuart M. Grantgrant & eisenhofer P.a.wilmington, de

Stephen FraidinKirkland & ellis LLPNew York, NY

Joel E. FriedlanderBouchard margules & friedlanderwilmington, de

Dennis J. Friedmangibson, dunn & crutcher LLPNew York, NY

Eric J. FriedmanExecutive Partnerskadden, arps, slate, meagher & flom LLPNew York, NY

Robert L. FriedmanChair, 2001-2007Senior Advisorthe Blackstone group L.P.New York, NY

Mark I. Greenecravath, swaine & moore LLPNew York, NY

Paul G. Haaga, Jr.Retired, Former Chairman of the Boardcapital research and management companyLos angeles, ca

John G. Harkins, Jr.Chair, 1980-1990harkins cunningham LLPPhiladelphia, Pa

Leon C. Holt, Jr.Retired Vice Chairman and Chief Administrative Officerair Products and chemicals, inc.allentown, Pa

William B. JohnsonChairman Emerituswhitman corporationchicago, iL

Brendan R. KalbGeneral CounselaQr capital management, LLcgreenwich, ct

Cynthia B. KaneSpecial Assistant to the Secretary of Statedelaware department of statewilmington, de

Roy J. KatzoviczChief Legal Officer and Investment Team MemberPershing square capital management, L.P.New York, NY

Bruce N. KuhlikExecutive Vice President and General Counselmerck & co., inc.whitehouse station, NJ

Mark LebovitchBernstein Litowitz Berger & Grossmann LLPNew York, NY

Fred BlumeChairman EmeritusBlank rome LLPPhiladelphia, Pa

Daniel H. BurchChairman & CEOmacKenzie Partners, inc.New York, NY

George A. Caseyshearman & sterling LLPNew York, NY

Charles I. CogutCo-Chair, 2008-simpson thacher & Bartlett LLPNew York, NY

Isaac D. CorréSenior Managing Directoreton Park capital managementNew York, NY

Board of advisors 54 iNstitute for Law aNd ecoNomics

Jennifer ShotwellFounding Managing Directorinnisfree m&a incorporatedNew York, NY

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David M. Silkwachtell, Lipton, rosen & KatzNew York, NY

Bruce L. SilversteinYoung conaway stargatt & taylor, LLP wilmington, de

Richard D. Smithallen & overy LLPNew York, NY

Christopher YoungManaging Director and Head of the Contested Situations Practicecredit suisseNew York, NY

A. Gilchrist Sparks IIImorris, Nichols, arsht & tunnell LLPwilmington, de

Heidi StamManaging Director and General Counselvanguardwayne, Pa

Hon. Leo E. Strine, Jr.Chancellordelaware court of chancerywilmington, de

John J. SuydamChief Legal and Compliance Officerapollo global management, LLcNew York, NY

Andrea E. UtechtExecutive Vice President, General Counsel and Secretaryfmc corporationPhiladelphia, Pa

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Morton A. Piercewhite & case LLPNew York, NY

Allan N. RauchVice President - Legal and General CounselBed Bath & Beyond inc.union, NJ

Martha L. ReesVice President and Assistant General Counsele. i. du Pont de Nemours and companywilmington, de

Myron J. ResnickRetired Senior Vice President and Chief Investment Officerallstate insurance companyNorthbrook, iL

Peter G. SamuelsProskauer rose LLPNew York, NY

Hon. E. Norman VeaseyChief Justice, Supreme Court of Delaware, 1992-2004weil, gotshal & manges LLPNew York, NY, and wilmington, de

Marc Weingartenschulte roth & Zabel LLPNew York, NY

Antonio WeissGlobal Head of Investment BankingLazard

Gregory P. Williamsrichards, Layton & finger, P.a.wilmington, de

Donald J. Wolfe, Jr.Potter anderson & corroon LLPwilmington, de

Kenneth A. Lefkowitzhughes hubbard & reed LLPNew York, NY

Simon M. LorneVice Chairman and Chief Legal Officermillennium management LLcNew York, NY

G. Daniel O’Donnelldechert LLPPhiladelphia, Pa

James E. OdellManaging Directorthe depository trust and clearing corporationNew York, NY

James A. OunsworthManaging Partnerthe s consulting groupPhiladelphia, Pa

board of advisors board of advisors

6 iNstitute for Law aNd ecoNomics

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

its programs provide a model for how to build bridges between disciplines by creating ties between schools, between faculty members, between students, and between experts in the field from around the world. ILE combines Penn’s greatest strengths in the Law School, the Wharton School, and the Department of Economics to focus on complex questions that concern all of these fields. The Institute proves that when you bring the

right people—judges, deal-makers, regulators, business leaders, lawyers, bankers, policymakers, academics, and more—to convene outside of their own niches, remarkably original insights are generated. As our world grows more complex every day, the topics the Institute addresses are both exciting and relevant. It is no longer enough to approach complicated questions such as securities regulation, shareholder empowerment, or investment management solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to the underlying economic trends and legal regulations. All of ILE’s participants contribute to and benefit from the profound understanding such analysis affords. In addition to its unique focus, another of the Institute’s strengths is the variety of programs it offers. The roundtables—ILE’s signature events—bring together distinguished members of the bar, judiciary, government, business world, and academia for open discussion and intellectual exploration. ILE’s public lectures by leading jurists, executives, and entrepreneurs attract participants from all sectors of the University and from the wider community. During the past year the outstanding talks, panels, and conferences organized by the Institute covered a wide range of topics and programs, from corporate finance and corporate governance to private equity, hedge funds, and mutual funds, as well as large-scale entrepreneurship and management. Since my cross-disciplinary vision for the Law School and the purposes of the Institute for Law and Economics are so similar, it is personally gratifying to me that the Institute is generously supported by contributors who understand the importance of what we do and the unique position the Institute holds. Many of these contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events. ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, have my particular thanks for their many exceptional contributions. Like all who serve as advisors for ILE, Casey and Joe contribute their very valuable time and expertise, in addition to their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership. I must also thank the three eminent professors who lead the Institute for Law and Economics—Michael Wachter, Jill Fisch, and Bill Bratton. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind. I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment during the past year. With the proper support and sponsorship, the Institute for Law and Economics has limitless potential for growth and expansion in the future. We welcome others to join in backing and participating in this extremely worthwhile endeavor.

miChael a. Fitts, Dean and Bernard G. Segal Professor of Law,University of Pennsylvania Law School

September 2012

message from the dean

message from the co-directors 7

message from the co-directors

The Institute for Law and Economics continues to be the legal academy’s most dynamic corporate law program.

the Institute for Law and Economics endeavors to sponsor the legal academy’s deepest and most compelling corporate law programs. We believe this year’s events met this demanding aspiration. ILE continues to be a prominent venue for encounters among leading corporate practitioners, lawmakers, and academics and for conversations across academic disciplines. We commit ourselves to achieving

an even higher level of seriousness of endeavor and participant engagement in the future. Our Fall Corporate Roundtable looked at current issues in securities regulation and examined the SEC from an institutional perspective—a hot topic in light of events like the Business Roundtable decision and the Citigroup litigation. Our Spring Roundtable consid-ered the evolving issue of shareholder empowerment in Delaware corporate law. Our public lecture series highlighted ILE’s close relationship with the Delaware courts. In recognition of the transition on the Delaware Chancery Court, we hosted both William Chandler, the outgoing Chancellor, and Leo Strine, the new Chancellor, as Distinguished Jurist lecturers. Our Law and Entrepreneurship lecture came from Paul Haaga, who spoke about the principles of money management and the distinctive investment style employed by Capital Research and Management Company, the investment advisor for the American Funds.Corporate governance retained a place at the top of our agenda as well. Our Fall Insights from Practice program explored the Air Products/Airgas takeover battle. Hideki Kanda from the University of Tokyo delivered a lecture on comparative corporate governance as part of our International Programs Series. Our Chancery Court program featured several leading investment bankers and focused on conflicts of interest in mergers and acquisitions and other current financial topics. We successfully continued our cross-disciplinary academic initiatives. The Law and Finance series, held in cooperation with Wharton’s Finance Department as a regular part of its Finance workshop, featured papers on financial regulation from Eric Talley, Rosalinde and Arthur Gilbert Professor of Law at University of California-Berkeley Law School, and Paul Pfleiderer, C.O.G. Miller Distinguished Professor of Finance at Stanford University Graduate School of Business. In February, we co-hosted the eighth annual Penn/NYU Law and Finance Conference, a joint venture of the Institute for Law and Economics, the Wharton Financial Institutions Center, and the Pollack Center for Law and Business at New York University. As in the past, our Institute’s greatest strength lies in the quality of our supporters and their active participation in our programs. Our board members and sponsors make our programs possible, not only as financial supporters but as key participants and co-organizers. We are especially grateful for the dedicated and enthusiastic work of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP.We are delighted to welcome four new board members: Kevin Genirs (Barclays Capital); Jennifer Shotwell (Innisfree M&A Incorporated); Richard D. Smith (Allen & Overy LLP); Andrea E. Utecht (FMC Corporation); and Antonio Weiss (Lazard). We are also delighted to welcome The Depository Trust and Clearing Corporation and White & Case LLP as sponsors, thanks to our dedicated board members Jim Odell and Mort Pierce.

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

Jill e. FisCh, Co-Director, Institute for Law and EconomicsPerry Golkin Professor of Law

miChael l. WaChter, Co-Director, Institute for Law and EconomicsWilliam B. Johnson Professor of Law and Economics

September 2012

roundtable programs

At the heart of the Institute’s work is the round-table 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

22corporate roundtable

rouNdtaBLe Programs 1110 iNstitute for Law aNd ecoNomics

Adapting to the New Shareholder Centric Reality: Creditor Protection edward B. rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

corporate law seeks to control three sorts of agency costs: managers v. dispersed shareholders; controlling v. non- controlling shareholders; and shareholders v. creditors. Because the magnitude of these agency costs is interrelated, changes in the severity of one sort of agency cost will likely affect the severity of other varieties. in shareholder-centric corporate law systems like the uK, creditor protection is a prominent feature. By contrast, in manager-centric corporate law systems, as in the us over much of the last 80 years, corporate law’s creditor protection features seem to atrophy. what happens when a system shifts from a manager-centric system to a shareholder-centric system? how can it adapt to the new reality and respond to the increased need for creditor protection?

in this article, i argue that since the early 1980s, the u.s. system has shifted from a manager-centric system to a shareholder-centric system. if this is right, then the shareholder-creditor agency cost problem potentially returns as a central concern of corporate law. further, to the extent that we have evolved into a shareholder-centric system through changes in practice rather than law, the law is unlikely to have kept pace. this article addresses the question of how the u.s. corporate law system can adapt to this new shareholder-centric reality and the shareholder- creditor agency costs that accompany it.

Thirty Years of Shareholder Rights and Firm Valuationmartijn cremers, Associate Professor of Finance, Yale School of Managementallen ferrell, Harvey Greenfield Professor of Securities Law, Harvard Law School

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

APRIL 20, 2012

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

Morning Sessionadapting to the new shareholder Centric reality: Creditor protectionEdward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

commentatorsIsaac D. Corré, Senior Managing Director, Eton Park Capital ManagementReinier Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School

thirty years of shareholder rights and Firm ValuationMartijn Cremers, Associate Professor of Finance, Yale School of ManagementAllen Ferrell, Harvey Greenfield Professor of Securities Law, Harvard Law School

commentatorsBo Becker, Assistant Professor of Business Administration, Harvard Business SchoolPaul K. Rowe, Wachtell, Lipton, Rosen & Katz

Afternoon Sessionpanel on Delaware law and shareholder empowerment: how it has evolved and Where it is going

moderatorsWilliam W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law SchoolJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School

panelistsFrederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLPWilliam T. Allen, Nusbaum Professor of Law and Business, New York University School of LawWilliam C. Coffey, Senior Vice President and Deputy General Counsel, Fidelity InvestmentsStephen Fraidin, Kirkland & Ellis LLPPerry Golkin, Advisory Partner, Kohlberg Kravis Roberts & Co.Hon. Jack B. Jacobs, Justice, Supreme Court of Delaware

1 Perry Golkin, Kohlberg Kravis Roberts & Co.

2 Paul K. Rowe, Wachtell, Lipton, Rosen & Katz.

3 Hon. Travis Laster, Delaware Court of Chancery; Joseph B. Frumkin, Sullivan & Cromwell LLP; Christopher Young, Credit Suisse.

4 Front row: Hon. Jack B. Jacobs, Supreme Court of Delaware; William T. Allen, New York University School of Law; Perry Golkin, Kohlberg 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 Hynes, University of Virginia School of Law; Moshe A. Cohen, Columbia Business School.

5 Front row: Stephen Fraidin, Kirkland & Ellis LLP; Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP. Middle row: Richard D. Smith, Allen & Overy LLP; K.J. Martijn Cremers, Yale School of Management.

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

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The Political Economy of Fraud on the Market william w. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law Schoolmichael L. wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

the fraud on the market class action no longer enjoys substantive academic support. if, as the consensus view now has it, fraud on the market makes no policy sense, then its abolition would seem to be the next logical step. Yet most observers continue to accept it on the same ground cited by the supreme court in 1964 when it first implied a private right of action under the 1934 act in J.I. Case v. Borak—a private enforcement supplement is needed in view of inadequate sec resources. restating, even a private enforcement supplement that makes no sense is better than no private enforcement supplement at all.

this article questions this backstop policy conclusion, highlighting the sticking points retarding movement toward fraud on the market’s abolition and mapping a plausible route to a superior enforcement outcome. we recommend that private plaintiffs be required to meet an actual reliance standard. we look to the securities and exchange commission, rather than congress or the courts, to initiate the change—it is the lawmaking institution most responsible for the unsatisfactory status quo and best equipped to propose a corrective. Because an actual reliance requirement would substantially diminish the flow of private litigation, we also look to a compensating step up in public enforcement capability. more specifically, the sec enforcement division needs enough funding to redirect its efforts away from the enterprise toward culpable individuals.

“Publicness” in Contemporary Securities Regulationdonald c. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Centerrobert B. thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Center

this article surveys some of the history of the public-private divide in securities regulation, and looks at how technology has blurred the distinctions that have long been used by regulators. it looks at the questions surrounding public company status under the ’34 act. we suggest abandoning the 500 shareholder record ownership in favor of a standard focusing on trading volume. we consider but ultimately reject the idea that accredited or otherwise sophisticated, wealthy investors not be counted in assessing public status for issuers. and we offer some thoughts about balancing costs and benefits with respect to drawing the line between public and private issuers.

much of the sec’s policymaking along the public-private divide is reactive, a delayed response—largely invisible except to legal elites—to regulatory arbitrage efforts by sophisticated lawyers and clients, who use both technical legal knowledge and political influence to protect the spaces they claim. we see this as a growing problem: how is the sec, at a time of both financial and political stress, to address increasingly rapid technological innovation. we have no suggestions beyond addressing those stresses, but do think that the nature of informal (and not necessarily enforcement-driven) sec lawmaking be given more scholarly attention that it has gotten.

DECEMBER 9, 2011


Morning Sessionthe political economy of Fraud on the market William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law SchoolMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

commentatorsJames D. Cox, Brainerd Currie Professor of Law, Duke University School of LawLinda Chatman Thomsen, Davis Polk & Wardwell LLP

“publicness” in Contemporary securities regulationDonald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law CenterRobert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Center

commentatorsJoshua F. Bonnie, Simpson Thacher & Bartlett LLPAdam C. Pritchard, Professor of Law, The University of Michigan Law School

Afternoon Sessionpanel on the seC from an institutional perspective

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

panelistsDavid M. Becker, Cleary Gottlieb Steen & Hamilton LLPJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law SchoolHarvey J. Goldschmid, Dwight Professor of Law, Columbia Law SchoolRoy 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 LLCTroy A. Paredes, Commissioner, U.S. Securities and Exchange Commission

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

2 Front row: Heidi Stam, Vanguard; Stephen L. Brown, TIAA-CREF. Middle row: Edward B. Rock, University of Pennsylvania Law School.

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

4 Front row: Troy A. Paredes, U.S. Securities and Exchange Commission; Harvey J. Goldschmid, Columbia Law School; Jill E. Fisch, University of Pennsylvania Law School. Middle row: Robert C. Clark, Harvard Law School; Henry T.C. Hu, The University of Texas Law School. Back row: Edmund W. Kitch, University of Virginia School of Law.

5 Front row: Harvey J. Goldschmid, Columbia Law School; Perry Golkin, Kohlberg Kravis Roberts & Co. Middle row: Robert C. Clark, Harvard Law School; Henry T.C. Hu, The University of Texas Law School.

6 Christine Hurt, University of Illinois College of Law; Christopher J. Brummer, Georgetown University Law Center; Amanda M. Rose, Vanderbilt University Law School; Frederick Tung, Boston University School of Law.

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

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APRIL 8, 2011


Morning Sessiontransaction Consistency and the new Finance in BankruptcyThomas H. Jackson, Distinguished University Professor in Political Science and Business Administration and President Emeritus, University of RochesterDavid A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law, University of Pennsylvania Law School

commentatorsRichard K. Kim, Wachtell, Lipton, Rosen & KatzMark J. Roe, David Berg Professor of Law, Harvard Law School

systemic risk after Dodd-Frank: Contingent Capital and the need for regulatory strategies Beyond oversightJohn C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School

commentatorsBarry E. Adler, Charles Seligson Professor of Law, New York University School of LawRandall D. Guynn, Davis Polk & Wardwell LLP

Afternoon Sessionpanel on issues in Bankruptcy and resolution

moderatorsWilliam W. Bratton, Professor of Law, University of Pennsylvania Law SchoolMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelistsDonald S. Bernstein, Davis Polk & Wardwell LLPMartin J. Bienenstock, Dewey & LeBoeuf LLPRichard J. Herring, Jacob Safra Professor of International Banking and Professor of Finance, The Wharton SchoolWilliam F. Kroener, III, Sullivan & Cromwell LLPRichard Levin, Cravath, Swaine & Moore LLPHarvey R. Miller, Weil, Gotshal & Manges LLPJames Millstein, Former Chief Restructuring Officer, U.S. Department of the Treasury

DECEMBER 10, 2010


Morning Sessionhigh Water marks in Competitive Capital marketsSusan Kerr Christoffersen, Associate Professor of Finance, Rotman School of Management, University of TorontoDavid K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School

commentatorsSteven J. Fredman, Schulte Roth & Zabel LLPRonald J. Gilson, Marc and Eva Stern Professor of Law and Business, Columbia Law School

unfulfilled expectations? the returns to international hedge Fund activismMarco Becht, Professor, University of BrusselsJulian Franks, Professor of Finance, London Business SchoolJeremy Grant , Ph.D. Candidate, University of Cambridge

commentatorsIsaac Corré, Senior Managing Director, Eton Park Capital ManagementJoseph A. McCahery, Professor of Financial Market Regulation and Professor of International Economic Law, Tilberg University - Tilburg Law and Economics Center

Afternoon Sessionpanel on hedge Funds under Fire?

moderatorsWilliam W. Bratton, Professor of Law, University of Pennsylvania Law SchoolMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelistsBrian Breheny, Skadden, Arps, Slate, Meagher & Flom LLPRoy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P.Faiza J. Saeed, Cravath, Swaine & Moore LLPBruce Silverstein, Young Conaway Stargatt & Taylor, LLPHon. Leo E. Strine, Jr., Vice Chancellor, Delaware Court of ChanceryJohn Suydam, Chief Legal Officer, Apollo Global Management, LLCGregory V. Varallo, Richards, Layton & Finger, P. A.

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; Robert L. Friedman, The Blackstone Group L.P. Middle row: Edward B. Rock, University of Pennsylvania Law School; Mark J. Roe, Harvard Law School. Back row: John C. Coffee, Jr., Columbia Law School.

3 Front row: Hon. Leo E. Strine, Jr., Delaware Court of Chancery; Roy J. Katzovicz, Pershing Square Capital Management, L.P. Middle row: Julian Franks, London Business School; Ronald J. Gilson, Columbia Law School.

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

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APRIL 9, 2010


Morning Sessionrethinking the regulation of securities intermediariesJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School

commentatorsTamar Frankel, Michaels Faculty Research Scholar and Professor of Law, Boston University School of LawEric D. Roiter, Former General Counsel, Fidelity Management & Research

mutual Fund performance advertising: inherently and materially misleading?Alan R. Palmiter, Professor of Law, Wake Forest University School of LawAhmed Taha, Professor of Law, Wake Forest University School of Law

commentatorsDonald G. Bennyhoff, Senior Investment Analyst, VanguardEric Zitzewitz, Associate Professor of Economics, Dartmouth College

Afternoon Sessionpanel on the governance of mutual Funds

moderatorsJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law SchoolMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelistsJohn E. Baumgardner, Jr., Sullivan & Cromwell LLPEdwin J. Elton, Nomura Professor of Finance, NYU Stern School of BusinessScott Goebel, Senior Vice President and General Counsel, Fidelity Management & Research CompanySusan B. Kerley, Strategic Management Advisors, LLCRyan Leggio, Mutual Fund Analyst, Morningstar, Inc.Jeffrey S. Puretz, Dechert LLP

DECEMBER 11, 2009


Morning Sessionembattled CeosMarcel Kahan, George T. Lowy Professor of Law, New York University School of LawEdward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

commentatorsRoy J. Katzovicz, Chief Legal Officer, Pershing Square Capital ManagementReinier H. Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School

the Case against shareholder empowermentWilliam W. Bratton, Peter P. Weidenbruch, Jr. Professor of Business Law, Georgetown University Law CenterMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

commentatorsWilliam D. Anderson, Jr., Managing Director, Goldman, Sachs & Co.Roberta Romano, Oscar M. Ruebhausen Professor of Law, Yale Law School

Afternoon Sessionpanel on the reform agenda

moderatorsJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law SchoolEdward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

panelistsHon. Jeffrey W. Bullock, Secretary of State, Delaware Department of StateLucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Harvard Law SchoolGlenn Booraem, Principal and Assistant Fund Controller, VanguardMarcy Engel, Chief Operating Officer and General Counsel, Eton Park Capital ManagementScott Goebel, Senior Vice President and General Counsel, Fidelity Management & Research CompanyRobert McCormick, Chief Policy Officer, Glass, Lewis & Co., LLC

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1 Front row: John E. Baumgardner, Jr., Sullivan & Cromwell LLP; Scott Goebel, Fidelity Management & Research Company; David M. Silk, Wachtell, Lipton, Rosen & Katz. Back row: Martin S. Lessner, Young Conaway Stargatt & Taylor, LLP; Tamar Frankel, Boston University School of Law; Alan R. Palmiter, Wake Forest School of Law; Eric D. Roiter, Boston University School of Law.

2 Susan B. Kerley, Strategic Management Advisors, LLC.

3 Front row: Jeffrey W. Bullock, Delaware Department of State; Marcy Engel, Eton Park Capital Management. Middle row: John C. Wilcox, Sodali Ltd.; Jennifer Shotwell, Innisfree M&A Incorporated.

4 Hon. Travis Laster, Delaware Court of Chancery; Charles I. Cogut, Simpson Thacher & Bartlett LLP.

5 Front row: Edwin J. Elton, Stern School of Business, New York University. Middle row: Gérard Hertig, Swiss Institute of Technology; Eric Zitzewitz, Dartmouth College; Matthew R. Clark, Morris, Nichols, Arsht & Tunnell LLP; Jill E. Fisch, University of Pennsylvania Law School; Donald G. Bennyhoff, Vanguard; Randall S. Thomas, Vanderbilt University Law School; Sarah E. Cogan, Simpson Thacher & Bartlett LLP; Glenn Booraem, Vanguard; William W. Bratton, Georgetown University Law Center. Back row: Mary K. Stokes, Blank Rome LLP; William A. Birdthistle, Chicago-Kent College of Law, Illinois Institute of Technology; Talyana T. Bromberg, Grant & Eisenhofer P.A.

6 Front row: Scott Goebel, Fidelity Management & Research Company; Robert McCormick, Glass Lewis & Co, LLC; Glenn Booraem, Vanguard. Middle row: Merritt B. Fox, Columbia Law School.

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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

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.

PaNeL Programs 19

PaNeL Programs 2120 iNstitute for Law aNd ecoNomics

22chancery court programs

APRIL 10, 2012

Function and impartiality: Deciding Between using a Conflicted Full service Bank and a Conflict-Free Bank

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

MARCH 29, 2011

illegitimate kingmaker or effective Voice of genuine stockholder sentiment?: the role of institutional shareholder services in Contested Corporate elections

This program examined the role and influence of Institutional Shareholder Services in making recommendations and voting shareholder proxies for institutional investors. Proxy services such as ISS play a key role in the voting process because institutional shareholders turn to them for advice when voting billions of shares at annual meetings. The panel explored the inner workings of ISS and how it views its own influence on the voting process. The panel discussed ISS’s role and influence from the perspectives of a large mutual fund company and several proxy solicitation firms. The panelists also considered the overarching questions of what should a proxy advisor’s role be, how much influence they should exercise, and what kind of regulation is needed for them.

moderatorsHon. Leo E. Strine, Jr., Vice Chancellor, Chancery Court of DelawareMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelistsGlenn Booraem, Principal and Fund Controller, The Vanguard GroupDaniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc.Jill Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law SchoolAlan Miller, Co-Chairman, Innisfree M&A IncorporatedChristopher Young, Managing Director and Head of the Takeover Defense Practice, Credit Suisse

moderatorsHon. Leo E. Strine, Jr., Chancellor, Chancery Court of DelawareMichael L. Wachter, William B. Johnson Professor of Law and Economics, University of Pennsylvania Law School

panelistsJoel E. Friedlander, Bouchard Margules & FriedlanderRobert A. Kindler, Vice Chairman and Global Head of M&A, Morgan StanleyEileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLPAntonio Weiss, Global Head of Investment Banking, Lazard

1 Antonio Weiss, Lazard.

2 Hon. Leo E. Strine, Jr., Delaware Court of Chancery.

3 Hon. Leo E. Strine, Jr., Delaware Court of Chancery; Christopher Young, Credit Suisse; Alan Miller, Innisfree M&A Incorporated; Jill E. Fisch, University of Pennsylvania Law School; Glenn Booraem, Vanguard; Daniel H. Burch, MacKenzie Partners, Inc., Michael L. Wachter, University of Pennsylvania Law School.

4 Joel E. Friedlander, Bouchard Margules & Friedlander.

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

6 Richard Hall, Cravath, Swaine & Moore LLP.

7 Joel E. Friedlander, Bouchard Margules & Friedlander; Antonio Weiss, Lazard; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; Michael L. Wachter, University of Pennsylvania Law School; Robert A. Kindler, Morgan Stanley.

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PaNeL Programs 2322 iNstitute for Law aNd ecoNomics

22insights from practice

OCTOBER 4, 2011

Our fall 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.

OCTOBER 21, 2010

This Insights from Practice panel program focused on what it means to be a director of a public company in 2010. The panelists shared their perspectives on the fiduciary duties of directors and how these might differ depending on the type of director and how they were appointed. The composition and leadership of boards of directors was also discussed. The panel then reviewed provisions in the Dodd-Frank legislation that affected boards of directors and talked about their impact so far on the activities of boards. The panelists also discussed several hypothetical cases drawn from the business news headlines on how directors should react in crisis situations affecting the corporation.

panel co-chairsCharles I. Cogut, Simpson Thacher & Bartlett LLPHon. Myron T. Steele, Chief Justice, Supreme Court of Delaware

panelistsRobert L. Friedman, Senior Managing Director, The Blackstone Group L.P., Director of Axis Capital Holdings Limited, TRW Automotive Holdings Corp., FGIC Corporation and The India Fund, Inc.Roger Kimmel, Vice Chairman, Rothschild Inc., Non-Executive Chairman of the Board of Endo Pharmaceuticals Inc., Director of PG&E Corporation and Schiff Nutrition InternationalDavid M. Silk, Wachtell, Lipton, Rosen & KatzDouglas Steenland, Former CEO, Northwest Airlines, Director of Delta Air Lines, American International Group, Digital River Corp., Chrysler Group, Hilton Worldwide, and Performance Food Group

panelistsGary A. Bornstein, Cravath, Swaine & Moore LLPIsaac D. Corré, Senior Managing Director, Eton Park Capital ManagementHon. Jack Jacobs, Justice, Supreme Court of DelawareMark Lebovitch, Bernstein Litowitz Berger & Grossmann LLPTheodore N. Mirvis, Wachtell, Lipton, Rosen & KatzMinh Van Ngo, Cravath, Swaine & Moore LLPDonald J. Wolfe, Jr., Potter Anderson & Corroon LLP

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1 Donald J. Wolfe, Jr., Potter Anderson & Corroon LLP; Hon. Jack B. Jacobs, Supreme Court of Delaware.

2 Gary A. Bornstein, Cravath, Swaine & Moore LLP; Isaac D. Corré, Eton Park Capital Management; Minh Van Ngo, Cravath, Swaine & Moore LLP; Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz.

3 Roger Kimmel, Rothschild Inc.; Charles I. Cogut, Simpson Thacher & Bartlett LLP; Hon. Myron T. Steele, Supreme Court of Delaware; David M. Silk, Wachtell, Lipton, Rosen & Katz; Douglas M. Steenland, formerly of Northwest Airlines.

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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

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.

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26 iNstitute for Law aNd ecoNomics Lectures 27

NOVEMBER 15, 2011

too Dull for Davos: my life in long-only, objective-Based, active money management and Why i think it still makes sensePaul G. Haaga, Jr., Chairman of the Board, Capital Research and Management Company

Paul G. Haaga, Jr. is Chairman of the Board of Capital Research and Management Company. He is Vice Chairman of the fixed-income funds in the American Funds Group and Chairman of Capital International Fund. He is also an officer and/or director of a number of other CRMC-managed mutual funds. Prior to joining Capital in 1985, Paul was a partner in the law firm of Dechert Price & Rhoads (now known as Dechert) in Washington, D.C. From 1974 to 1977, he was a senior attorney for the Division of Investment Management of the U.S. Securities and Exchange Commission. Paul earned a bachelor’s degree

MARCH 2, 2011

Competitive places and inner City opportunities: reflections on 25 years of Community investmentJeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund

Jeremy Nowak is the President of The Reinvestment Fund, a community development financial institution that manages $700 million. The Reinvestment Fund (TRF) provides financing in support of affordable housing, small businesses, commercial real estate and community facilities. TRF has allocated more than $1 billion, leveraging $3.5 billion in development capital. TRF is a thought leader in the creative use of geo-spatial data to facilitate investments into distressed communities. Its proprietary mapping tool, PolicyMap, is the most compre-hensive web-enabled data base for location-based intelligence. TRF led the movement to finance supermarkets in low- income communities, first as manager of the Pennsylvania Fresh Food Financing Initiative and today as one of the architects of the White House’s Healthy Food Financing Initiative. Mr. Nowak is the Vice Chair of the Federal Reserve Bank of Philadelphia and a member of the Fed’s Council of Chairs. He is also a board member of the Pennsylvania Housing Finance Agency, the agency responsible for billions of dollars of annual bond and tax credit financing.

He was the founding Chair of the Board of Mastery Charter Schools, a network of inner city schools recognized as the most effective management organization in the nation for turning around low performing schools. And he was the founding Board Chair of Alex’s Lemonade Stand, a charity that supports pediatric cancer research and in six years has raised more than $35 million from lemonade stands held by thousands of families and children. Mr. Nowak is the author of numerous reports and articles including recent work on creativity and neighborhood develop-ment. He holds an undergraduate degree in philosophy (Pennsylvania State University, Phi Beta Kappa, 1973) and a Ph.D. in cultural anthropology (New School for Social Research, 1986). He was a Fellow at the Aspen Institute’s program for leaders in education and is a member of Harvard University’s roundtable on social enterprise and poverty. Mr. Nowak has received numerous awards including the Philadelphia Award (1995), the city’s highest civic honor; as well as honorary doctorates from Villanova University (2000) and La Salle University (2008).

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

22law and entrepreneurship lectures


FEBRUARY 15, 2012

regular order as equityHon. 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.

OCTOBER 25, 2011

the Delaware Court of Chancery from 1989 - 2011: an insider’s ViewHon. William B. Chandler III, Former Chancellor, Delaware Court of Chancery

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

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

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

22distinguished jurist lectures


22international program lectures

MARCH 12, 2012

puzzles on Comparative Corporate governance: rethinking the linkage Between laws and ownershipHideki Kanda, Faculty of Law, The University of Tokyo

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

APRIL 13, 2011

Financial sector regulation in india: evolution and the road aheadKP Krishnan, Secretary, Economic Advisory Council of the Prime Minister of India

Dr. KP Krishnan serves as Secretary of the Economic Advisory Council of the Prime Minister of India, a position he took up in July 2010. For the preceding five years, Dr. Krishnan served as Joint Secretary of the Capital Markets Division of the Indian Department of Economic Affairs, where he was responsible for securing approval of Parliament for a new legal framework for securitization, placing for parliamentary approval a new legal and regulatory framework for pension sector reforms, preparing a blueprint for Indian financial sector reforms including funda-mental reforms in the regulatory architecture, preparing legislation on reform of securities markets including putting in place arrangements for financial stability, leading the successful effort for introduction of new products like Exchange Traded Currency Futures, Interest Rate Futures, Credit Default Swaps and Corporate Repos, and carrying out preparatory work for the setting up of an independent Public Debt Management Office.

He has also held positions in Karnataka state government and worked as an advisor to the Executive Director of World Bank in Washington DC. Dr. Krishnan belongs to the Indian Administrative Service, Karnataka Cadre, 1983 batch. He received his Ph.D. (Eco) from Indian Institute of Management in Bangalore and M.A. (Eco) from University of Mysore.


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22past lectures

Past Law and Entrepreneurship Lectures

November 2, 2010The Financial Crisis: Aftermath and Implicationsh. rodgin cohen, Sullivan & Cromwell LLP

march 3, 2010Managing Through Change, Managing Through Crisis in Financial ServicesJoseph d. gatto, Chairman of Investment Banking, Barclays Capital Americas

30 september 2009The ‘Ten Points’ for Maintaining a Risk-Taking Entrepreneurial Spirit in a Large CorporationJ.P. suarez, Senior Vice President and General Counsel, Wal-Mart Stores International Division

31 march 2009The PeopleSoft Dealsafra catz, President, Oracle Corporation

3 march 2009Defining the 21st Century Campus: The Intersection of Education and Communityhon. michael Nutter, Mayor, City of Philadelphia

17 september 2008Retailers in a Recession: A Fireside Chat on Investing with Bill Ackmanwilliam a. ackman, Managing Member, Pershing Square Capital Management, L.P.

Past Distinguished Jurist Lectures

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

october 29, 2009Private Securities Litigation— Time for a Fresh Start?hon. Lewis a. Kaplan, United States District Judge, Southern District of New York

11 November 2008Delaware Directors’ Fiduciary Duties: The Focus on Loyaltyhon. randy holland, Justice, Supreme Court of Delaware

24 october 2007The Future of Securities RegulationBrian g. cartwright, General Counsel, Securities and Exchange Commission

11 october 2006The Embattled Corporationhon. richard a. Posner, U.S. Seventh Circuit Court of Appeals and University of Chicago Law School

31 march 2008Making Every Mistake Oncesafra catz, President, Oracle Corporation

19 september 2007Tales from Blackstone’s IPOrobert L. friedman, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.

28 february 2007Law, Legal Risks, and the Financial Marketsisaac d. corré, Senior Managing Director, Eton Park Capital Management

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

26 october 2006Managing in the 21st Centuryhenry r. silverman, Chairman & CEO, Realogy Corporation

16 february 2006The Banker as Entrepreneurmichael J. Biondi, Co-Chairman, Investment Banking, Lazard Frères & Co. LLC

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

16 march 2006Technology Mergers in a Shrinking Worldhon. vaughn r. walker, Chief Judge, U.S. District Court for the Northern District of California

3 march 2005Corporate Federalism: Event Horizons in Corporate Governancehon. myron t. steele, Chief Justice, Delaware Supreme Court

28 october 2004A Twelve-Year Retrospective on Delaware Corporate Jurisprudence and Governance Issueshon. e. Norman veasey, Chief Justice, Delaware Supreme Court

4 march 2004Corporate Decision-Making in Delaware Courtshon. carolyn Berger, Justice, Delaware Supreme Court

27 february 2003The Effects of Collegiality on Judicial Decision Makinghon. harry t. edwards, Circuit Judge, U.S. Court of Appeals for the D.C. Circuit

7 april 2005A Swing of the Pendulum: 20 Years in M&AJoseph d. gatto, Managing Director, Goldman, Sachs & Co.

24 march 2004The WNBA and Women’s Team Sports: A New Sports Marketing Proposition for the New Millenniumval ackerman, President, Women’s National Basketball Association

30 october 2003The Role of Entrepreneurship in Urban Education: Past, Present and FutureJames e. Nevels, Chairman and CEO, The Swarthmore Group, Inc.; Chairman, Philadelphia School Reform Commission

6 November 2002Public Trust—and Distrust—in American Business: What Needs to Be DonePeter 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 2002What They Did Not Teach Me in Law Schoolrobert m. Potamkin, Co-Chairman and Co-CEO, Planet Automotive Group, Inc.

19 april 2002Smart People Making and Losing Money: Some Recent ExamplesPerry golkin, Kohlberg Kravis Roberts & Co.

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

6 march 2001Administering Capital Punishment: Is Texas Different?hon. Patrick e. higginbotham, U.S. Court of Appeals for the Fifth Circuit

24 february 2000The Court of Chancery as Teacher of Corporate Lawhon. william B. chandler iii , Chancellor, Delaware Court of Chancery

11 february 1999Why Do People Bring Employment Discrimination Cases When They Usually Lose?hon. diane wood, U.S. Court of Appeals for the Seventh Circuit

12 february 1998The Value of Predictability in Corporate Lawhon. e. Norman veasey, Chief Justice, Delaware Supreme Court

25 october 2001The Economics of Sports Team Franchises for Citieshon. edward g. rendell, Governor, Commonwealth of Pennsylvania

21 february 2001Private Equity: Difficult Investing in a Difficult TimePaul s. Levy, Senior Managing Director, Joseph Littlejohn & Levy

2 march 2000Perspectives on the Health Care Revolutioncharles a. heimbold, Jr., Chairman and CEO, Bristol-Myers Squibb Company

18 November 1999Ethics in Sports: Deciding the Gameanita defrantz, Vice President, International Olympic Committee; President, Amateur Athletic Foundation

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

27 march 1997The Unique Impact of the Law on the Leveraged Buyout Businesssaul a. fox, Fox Paine & Company, LLC

11 february 1997What Economics of Law Must Address Next: Some Thoughts on Theoryhon. guido calabresi, U.S. Court of Appeals for the Second Circuit

7 february 1996The MTV Constitutionhon. alex Kozinski, U.S. Court of Appeals for the Ninth Circuit

22 march 1995Accountability: Popular Will, Interest Groups, or the Invisible Handhon. stephen f. williams, U.S. Court of Appeals for the District of Columbia

13 april 1994On the Constitutionhon. antonin scalia, Associate Justice, U.S. Supreme Court

14 october 1992Nonprice Competitionhon. douglas h. ginsberg, U.S. Court of Appeals for the District of Columbia

Past Law and Entrepreneurship Lectures

1 William A. Ackman

2 Safra Catz

3 H. Rodgin Cohen

4 Isaac D. Corré

5 Pamela Daley

6 Robert L. Friedman

7 Joseph D. Gatto

8 Marcia Greenberger

9 James E. Nevels

Past Distinguished Jurist Lectures

10 Hon. Carolyn Berger

11 Brian G. Cartwright

12 Hon. Harry T. Edwards

13 Kenneth R. Feinberg

14 Hon. Jack B. Jacobs

15 Hon. Lewis A. Kaplan

16 Hon. Myron T. Steele

17 Hon. E. Norman Veasey

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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.

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.

academic events

academic eveNts 35

36 iNstitute for Law aNd ecoNomics academic eveNts 37

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22penn/nyu conference on law and finance

24-25 February 2012

University of Pennsylvania Law School

Jointly sponsored by institute for Law and economicsUniversity of Pennsylvaniafinancial institutions centerThe Wharton Schoolcenter for Law & BusinessNew York University

Organized bywilliam t. allen, NYU Stern School of Business and NYU School of Law, New York UniversityYakov amihud, Stern School of Business, New York UniversityJill e. fisch, University of Pennsylvania Law Schoolitay goldstein, The Wharton School, University of Pennsylvania

Session IBankers and RegulatorsPhilip Bond, Carlson School of Management, University of Minnesotavincent glode, The Wharton School

Commentatoreric L. talley, University of California, Berkeley School of Law

Moderatorhon. Jack B. Jacobs, Supreme Court of Delaware

25-26 February 2011

New York University School of Law

Jointly sponsored byinstitute for Law and economicsUniversity of Pennsylvaniafinancial institutions centerThe Wharton Schoolcenter for Law & BusinessNew York University

Organized bywilliam t. allen, NYU Stern School of Business and NYU School of Law, New York UniversityYakov amihud, stern School of Business, New York Universitywilliam w. Bratton, University of Pennsylvania Law Schoolmichael roberts, The Wharton School, University of Pennsylvania

Session IThe Political Economy of Fraud on the Marketwilliam w. Bratton, University of Pennsylvania Law Schoolmichael wachter, University of Pennsylvania Law School

Session IIValid Inference in Single-Firm, Single-Event Studies Jonah B. gelbach, Yale Law Schooleric helland, The Robert Day School of Economics and Finance, Claremont McKenna CollegeJonathan Klick, University of Pennsylvania Law School

Commentatorstephen J. Brown, Stern School of Business, New York University

Moderatorhon. Jack B. Jacobs, Supreme Court of Delaware

Session IIITailspotting: What Can Investors Learn by Tracking the Flights of Corporate Jets?david Yermack, Stern School of Business, New York University

CommentatorKatherine v. Litvak, Northwestern University School of Law

Moderatoritay goldstein, The Wharton School, University of Pennsylvania

Session IVScandal Enforcement at the SEC: Salience and the Arc of the Option Backdating Investigations stephen J. choi, New York University School of Lawa.c. Pritchard, The University of Michigan Law School

Commentatorchester s. spatt, Carnegie Mellon ModeratorJill fisch, University of Pennsylvania Law School

Session IIInformation Disclosure and Corporate Governancemichael weisbach, The Ohio State University

Commentatormerritt fox, Columbia Law School

Moderatormichael wachter, University of Pennsylvania Law School

Session IIIDoes Delaware Entrench Management?adam c. Pritchard, University of Michigan Law School

CommentatorYaniv grinstein, Cornell University

Moderatorrichard e. Kihlstrom, The Wharton School, University of Pennsylvania

anat carmy wiechman, New York University School of Law

Commentatord. scott Lee, Mays Business School, Texas A&M University


Session VOn Enhancing Shareholder Control: A (Dodd-) Frank Assessment of Proxy AccessJonathan cohn, McCombs School of Business, The University of Texas at Austinstuart gillan, Rawls College of Business Administration, Texas Tech UniversityJay hartzell, McCombs School of Business, The University of Texas at Austin

Commentatorryan Bubb, New York University School of Law


Session VIManaging Disputes Through Contract: Evidence from M&A John c. coates, Harvard Law School

Commentators. viswanathan, The Fuqua School of Business, Duke University

Session IVCEO Compensation and Corporate Risk-Taking: Evidence from a Natural Experimenttodd a. gormley, The Wharton School, University of Pennsylvania

Commentatormichal Barzuza, University of Virginia School of Law

Moderatormichael roberts, The Wharton School, University of Pennsylvania

Session VCorporate Governance and Corporate Political Activity: What Effect Will Citizens United Have on Shareholder Wealth?John c. coates, Harvard Law School

Commentatorandrew metrick, Yale School of Management

ModeratorBarry adler, New York University School of Law

Session VIFiduciary Duties and Equity — Debtholder ConflictsBo Becker, Harvard Business School

Moderatorhon. donald f. Parsons, Jr., Delaware Court of Chancery

Session VIIThe Real Effects of Stock Market Prices gustavo grullon, Rice Universitysebastien michenaud, Rice UniversityJames weston, Rice University

Commentatorholger spamann, Harvard Law School

Moderatorhon. donald f. Parsons, Jr., Delaware Court of Chancery

Session VIIIMortgage Modification and Strategic Behavior: Evidence from a Legal Settlement with Countrywide christopher mayer, Columbia Business Schooledward morrison, Columbia Law Schooltomasz Piskorski, Columbia Business Schoolarpit gupta, Columbia Business School

Commentatormanju Puri, the Fuqua School of Business, Duke University

Moderatorrichard e. Kihlstrom, The Wharton School, University of Pennsylvania

Commentatorhenry t. hu, University of Texas School of Law

Moderatorwilliam t. allen, NYU Stern School of Business and NYU School of Law, New York University

Session VIISecuritization and Moral Hazard: Evidence from a Lender Cutoff Ruleryan Bubb, New York University School of Law

Commentatorvikrant vig, London Business School

ModeratorKose John, NYU Stern School of Business

Session VIIICompetition for Managers, Corporate Governance and Incentive Compensationviral v. acharya, NYU Stern School of Business

Commentatoralan schwartz, Yale Law School

ModeratorJennifer arlen, New York University School of Law

1 Simon M. Lorne, Millennium Management LLC.

2 Yakov Amihud, NYU Stern School of Business.

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

4 Itay Goldstein, The Wharton School.

5 Theodore Eisenberg, Cornell University Law School.

6 Todd Gormley, The Wharton School.

7 Lemma W. Senbet, Robert H. Smith School of Business, University of Maryland; Yakov Amihud, NYU Stern School of Business; Stephen J. Brown, NYU Stern School of Business.

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22ile/wharton finance seminars

MARCH 29, 2012

Fallacies, irrelevant Facts, and myths in the Discussion of Capital regulation: Why Bank equity is not expensive (co-authored with anat r. admati, peter m. Demarzo, and martin F. hellwig)Paul Pfleiderer, C.O.G. Miller Distinguished Professor of Finance, Stanford University Graduate School of Business

The authors examine the pervasive view that “equity is expensive,” which leads to claims that high capital requirements are costly and would affect credit markets adversely. We find that argu-ments made to support this view are either fallacious, irrelevant, or very weak. We conclude that bank equity is not socially expensive, and that high leverage is not necessary for banks to perform all their socially valuable functions, including lending, deposit-taking and issuing money-like securities. To the contrary, better capitalized banks suffer fewer distortions in lending decisions and would perform better. The fact that banks choose high leverage does not imply that this is socially optimal, and, except for government subsidies and viewed from an ex ante perspective,

OCTOBER 27, 2011

a model of optimal Corporate Bailouts (co-authored with antonio e. Bernardo and ivo Welch)Eric L. Talley, Rosalinde and Arthur Gilbert Professor of Law, University of California-Berkeley School of Law

The authors analyze incentive-efficient government bailouts within a canonical model of intra-firm moral hazard. Bailouts exacerbate the moral hazard of firms and managers in two ways. First, they make them less averse to failing. Second, the taxes to fund bailouts dampen their incentives. Nevertheless, if third-party externalities from keeping the firm alive are strong, bailouts can improve welfare. Our model suggests that governments should use bailouts sparingly, where social externalities are large and subsidies small; eliminate incumbent owners and managers to improve a priori incentives; and finance bailouts through redistributive taxes on productive firms instead of forcing recipients to repay in the future.

high leverage may not even be privately optimal for banks. Setting equity requirements significantly higher than the levels currently proposed would entail large social benefits and minimal, if any, social costs. Approaches based on equity dominate alternatives, including contingent capital. To achieve better capitalization quickly and efficiently and prevent disruption to lending, regulators must actively control equity payouts and issuance. If remaining challenges are addressed, capital regulation can be a powerful tool for enhancing the role of banks in the economy.

co-sponsored by the institute for law and economics and the department of finance, the wharton school

commentatorsWilliam Bratton, Penn LawJill Fisch, Penn LawJoao Gomes, Wharton FinanceTodd Gormley, Wharton Finance

co-sponsored by the institute for law and economics and the department of finance, the wharton school

commentatorsWilliam Bratton, Penn LawAlex Edmans, Wharton FinanceDavid Musto, Wharton FinanceDavid Skeel, Penn Law

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

2 Paul Pfleiderer, Stanford University Graduate School of Business.

3 H. Franklin Allen, The Wharton School.

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2 2curricular partnerships

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

SPRING 2012

laW 704-001 advising the Board of DirectorsHon. Myron T. Steele and Mark A. Morton

laW 915-001 Corporate governance seminarJill E. Fisch and William W. Bratton

laW 957-001 Widening the lens on Corporate lawMichael L. Wachter and Hon. Leo E. Strine, Jr.

1 David M. Silk, Wachtell, Lipton, Rosen & Katz.

2 Dennis J. Friedman, Gibson, Dunn & Crutcher LLP.

3 George A. Casey, Shearman & Sterling LLP.

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

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22publications and papers

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

asset commonality, debt maturity and systemic risk (with a. Babus and e. carletti), Journal of Financial Economics, 2012.

financing firms in india (with r. chakrabarti, s. de, J. Qian, and m. Qian), Journal of Financial Intermediation, 2012

credit market competition and capital regulation (with e. carletti and r. marquez), Review of Financial Studies, 2011.

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

Predicting securities fraud settlements and amounts: a hierarchical Bayesian model of federal securities class action Lawsuits (with Blakely mcshane, oliver watson, and sean griffith), Journal of Empirical Legal Studies, forthcoming.

health insurance, risk, and responsibility after the affordable care act, University of Pennsylvania Law Review, 2011.

the shifting terrain of risk and uncertainty on the Liability insurance field, DePaul Law Review, 2011.

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

the Political economy of fraud on the market (with michael L. wachter), University of Pennsylvania Law Review, 2011.

heedless globalism: the sec’s roadmap to accounting convergence, University of Cincinnati Law Review, 2011.

the case against shareholder empowerment (with michael L. wachter), University of Pennsylvania Law Review, 2010.

Howard F. Chang, Earle Hepburn Professor of Law

the effect of allowing Pollution offsets with imperfect enforcement (with hilary sigman), American Economic Review, 2011.

the immigration Paradox: alien workers and distributive Justice, in Citizenship, Borders, and Human Needs, 2011.

the environment and climate change: is international migration Part of the Problem or Part of the solution?, Fordham Environmental Law Review, 2010.

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

Regulatory Breakdown: The Crisis of Confidence in U.S. Regulation, university of Pennsylvania Press, 2012.

Business and environmental Law (with ryan anderson), in The Oxford Handbook of Business and the Environment, 2011.

Beyond compliance: explaining Business Participation in voluntary environmental Programs (with Jonathan Borck), in Explaining Compliance: Business Responses to Regulation, edward elgar Publishing, 2011.

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

the destructive ambiguity of federal Proxy access, Emory Law Journal, forthcoming 2012.

how Powerful is iss? Less—and in different ways—than most People think (with stephen choi and marcel Kahan), Corporate Governance Advisor, 2011.

rethinking the regulation of securities intermediaries, University of Pennsylvania Law Review, 2010.

Itay Goldstein, Associate Professor of Finance, The Wharton School

the real effects of financial markets: the impact of Prices on takeovers (with alex edmans and wei Jiang), Journal of Finance, forthcoming.

Learning and complementarities in speculative attacks (with emre ozdenoren and Kathy Yuan), review of Economic Studies, 2011.

Payoff complementarities and financial fragility: evidence from mutual fund outflows (with Qi chen and wei Jiang), Journal of Financial Economics, 2010.

Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law (Senior Special Counsel, Securities and Exchange Commission Division of Corporation Finance, 2010–2011)

who Let You into the house?, Wisconsin Law Review, forthcoming 2012.

Loyalty’s core demand: the defining role of good faith in corporate Law (with Leo strine, Jr., r. franklin Balotti, and Jeffrey gorris), Georgetown Law Journal, 2010.

rationalizing appraisal standards in compulsory Buyouts (with michael wachter), Boston College Law Review, 2009.

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

how to reform the credit-rating Process to support a revival of Private-Label securitization (with edward Kane), Quarterly Journal of Finance, forthcoming 2012.

fair value accounting and financial stability: does how we Keep score affect how the game is Played?, in Handbook of Key Global Financial Markets, Institutions, and Infrastruc-ture, forthcoming, 2012

how to use contingent capital Buffers (with charles calomiris), in The Future of Central Banking, central Banking Publications, 2011.

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

federal institutions and the democratic transition: Learning from south africa, Journal of Law, Economics, and Organizations, 2011.

how should suburbs help their central cities? growth and welfare enhancing intra-metropolitan fiscal distributions, Annals of the American Academy of Political and Social Sciences, 2009.

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

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

abortion Liberalization and sexual Behavior: international evidence (with sven Neelsen and thomas stratmann), American Law and Economics Review, forthcoming.

recessions and the social safety Net: the alternative minimum tax as a counter-cyclical fiscal stabilizer (with Brian galle), Stanford Law Review, 2010.

Passive discrimination: when does it make sense to Pay too Little? (with Jonah gelbach and Lesley wexler), University of Chicago Law Review, 2009.

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

what is tax discrimination? (with ruth mason), Yale Law Journal, 2012.

reconsidering international tax Neutrality, Tax Law Review, 2011.

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 [email protected]. 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.

a comprehensive theory of deal structure: understanding how transactional structure creates value (with daniel m. g. raff), Texas Law Review, 2011.

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

common Learning with intertemporal dependence (with martin w. cripps, Jeffrey c. ely, and Larry samuelson), International Journal of Game Theory, forthcoming.

folk theorems with Bounded recall under (almost) Perfect monitoring (with wojciech olszewski), Games and Economic Behavior, 2011.

common Learning (with martin w. cripps, Jeffrey c. ely, and Larry samuelson), Econometrica, 2008.

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

great expectations for true sales of receivables, securitization, and Bankruptcy Policy (with steven harris), forthcoming 2012.

united states sovereign debt: a thought experiment on default and restructuring, forthcoming 2012.

Security Interests in Personal Property (with s. harris), 5th ed., foundation Press, 2011.

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

what do consumers’ fund flows maximize? evidence from their Brokers’ incentives (with susan christoffersen and rich evans), Journal of Finance, forthcoming.

Notes on Bonds: Liquidity at all costs in the great recession (with greg Nini and Krista schwarz), wharton school working Paper.

the economics of mutual funds, The Annual Review of Financial Economics, 2011.

Gideon Parchomovsky, Professor of Law

Beyond fair use (with Phil weiser), Cornell Law Review, 2011.

the hidden function of takings compensation (with abraham Bell), Virginia Law Review, 2010.

the distortionary effect of evidence on Primary Behavior (with alex stein), Harvard Law Review, 2010.

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

should courts always enforce what contracting Parties write? (with L. anderlini and L. felli), Review of Law and Economics, 2011.

Political reputations and campaign Promises (with e. aragones and t. Palfrey), Journal of the European Economic Association, 2007.

courts of Law and unforeseen contingencies (with L. anderlini and L. felli), Journal of Law, Economics and Organization, 2007.

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

renegotiation of financial contracts: evidence from Private credit agreements (with amir sufi), Journal of Financial Economics, 2009.

how does financing impact investment? the role of debt covenants (with sudheer chava), Journal of Finance, 2008.

Back to the Beginning: Persistence and the cross-section of corporate capital structure (with michael Lemmon and Jaime Zender, Journal of Finance, 2008.

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

shareholder eugenics in the Public corporation, Cornell Law Review, 2012.

the insignificance of Proxy access (with marcel Kahan), Virginia Law Review, 2011.

when the government is the controlling shareholder (with marcel Kahan), Texas Law Review, 2011.

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

The New Financial Deal: Understanding the Dodd-Frank Act and its (Unintended) Consequences, wiley, 2011.

transaction consistency and the New finance in Bankruptcy (with thomas Jackson), Columbia Law Review, 2012.

assessing the chrysler Bankruptcy (with mark roe), Michigan Law Review, 2010.

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

a theory of Preferred stock (with william B. Bratton), working paper.

the Political economy of fraud on the market (with william B. Bratton), University of Pennsylvania Law Review, 2011.

the striking success of the National Labor relations act, in the Research Handbook on the Economics of Labor and Employment Law, 2012.

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

explaining the housing Bubble (with adam Levitin), Georgetown Law Review, forthcoming.

immigration and the Neighborhood (with albert saiz), American Economic Journal: Economic Policy, 2011.

subprime Lending and real estate Prices (with andrey Pavlov), real Estate Economics, 2011.

Amy Wax, Robert Mundheim Professor of Law

diverging family structure and rational Behavior: the decline in marriage as a disorder of choice, in The Economics of the Family, elgar Publishers, 2011.

disparate impact realism, William and Mary Law Review, 2011.

stereotype threat: a case of overclaim syndrome?, in The Science on Women and Science, aei Press, 2009.

Bilge Yilmaz, Associate Professor of Finance, The Wharton School

adverse selection and convertible Bonds (with archishman chakraborty), Review of Economic Studies, 2011.

Predatory mortgage Lending (with Philip Bond and david musto), Journal of Financial Economics, 2009.

information and efficiency in tender offers (with robert marquez), Econometrica, 2008.

academic eveNts 43

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associate faculty

associate facuLtY 45

1 Franklin Allen

2 Tom Baker

3 Howard F. Chang

4 Cary Coglianese

5 Itay Goldstein

6 Richard J. Herring

7 Robert W. Holthausen

8 Richard E. Kihlstrom

9 Jonathan Klick

10 Michael S. Knoll

11 Charles W. Mooney, Jr.

12 David K. Musto

13 Gideon Parchomovsky

14 Andrew Postlewaite

15 Michael R. Roberts

16 Edward B. Rock

1 2

17 Reed Shuldiner

18 David A. Skeel, Jr.

19 Susan M. Wachter

20 Amy L. Wax

21 Bilge Yilmaz

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22associate faculty

46 iNstitute for Law aNd ecoNomics associate facuLtY 47

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

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

tom Baker William Maul Measey Professor of Law and Health Sciences

Tom Baker is the William Maul Measey Professor of Law and Health Sciences at Penn Law School. His work explores insurance, risk, and responsibility in a wide variety of settings, using methods and perspectives drawn from economics, sociology, psychology, and history. He is the author of The Medical Malpractice Myth (U. Chicago P. 2005) and a contributing editor of Embracing Risk: The Changing Culture of Insurance and Responsibility (U. Chicago P. 2002). His latest book Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation, co-authored with Sean Griffith, analyzes the relationship between D&O insurance and securities litigation based on in-depth interviews with underwriters, claims managers, plaintiffs and defense lawyers, actuaries, brokers and others. He has a secondary appointment in the Insurance and Risk Management Department at Wharton, where he teaches risk management. He is the Reporter for the American Law Institute's Principles of Liability Insurance Project. He was the Connecticut Mutual Professor and Director of the Insurance Law Center at the University of Connecticut before joining the Penn Law faculty. He clerked for United States Court of Appeals Judge Juan Torruella and practiced with the firm of Covington and Burling.

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

Professor Bratton joined the Penn Law faculty in 2010. He graduated in 1976 from Columbia Law School where he was articles editor of the Law Review and a James Kent Scholar. He clerked for the Honorable William H. Timbers on the U.S. Court of Appeals for the Second Circuit and practiced for several years at Debevoise & Plimpton in New York. He served on the Cardozo, Rutgers, and George Washington law faculties before joining the faculty of the Georgetown University Law Center, where he was the Peter P. Weidenbruch, Jr., Professor of Business Law. He also has been the Unilever Visiting Professor at the Faculty of Law of the University of Leiden and a visiting professor at the Duke and Stanford law schools. He is a Research Associate of the European Corporate Governance Institute and in 2010 was the Anton Philips Professor at the faculty of law of the University of Tilburg. He has published many articles and book chapters on topics in corporate law, the theory of the firm, law and economics, and legal history, and is the editor of the leading law school casebook on corporate finance.

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 Regula-tion. Coglianese is the founder of the Law & Society Association’s international collaborative research network on regulatory

fragility and crises and on the feedback effects between firms and financial markets. His research has been published in major academic journals, including the Review of Economic Studies, the Journal of Finance, the Review of Financial Studies, the Journal of Financial Economics, and the Journal of Economic Theory. His research has also been featured in the popular press in the Financial Times, Bloomberg, Forbes, National Public Radio, and others. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein served on the faculty of Duke University’s Fuqua School of Business. He also worked in the research department of the bank of Israel, where he was in charge of the analysis of the current account of Israel.

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 for the Committee on Corporate Laws of the American Bar Association Business Law Section, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware.

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

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

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 Associate Professor of Finance, The Wharton School

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

22associate 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 joined the Wharton School in 1989. Prior to joining the Penn faculty, he was a member of the accounting and finance faculty at the Graduate School of Business of the University of Chicago. Professor Holthausen teaches Corporate Valuation, a course he created for Wharton when he arrived and has been teaching ever since. He is currently working on a valuation book entitled Corporate Valuation: Theory, Practice and Evidence, scheduled for publication in January 2013. Since 1998 he has served as the academic director of Wharton’s Mergers and Acquisitions program. Professor Holthausen’s research interests include the effects of management compensation and governance structures on firm performance, the effects of information on volume and prices, corporate restructuring and valuation, the effects of large block sales on common stock prices, and numerous other topics. He is widely published in both finance and accounting journals and is currently an editor of the Journal of Accounting and Economics.

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

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

richard e. kihlstrom Ervin Miller-Arthur M. Freedman Professor of Finance and Economics, Chairman, Finance Department, The Wharton SchoolRichard Kihlstrom holds a doctorate from the University of Minnesota. He has been a member of the Wharton faculty since 1979, was named to the Miller-Freedman professorship in 1986, and previously served as Chair of the Finance Department from 1988 to 1994. Before coming to Penn, he taught at Northwestern University, the University of Illinois, the State University of New York at Stony Brook, and the University of Massachusetts. He is a Fellow of the Econometric Society. His areas of research interest include informa-tion 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.

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

robert h. mundheim University Professor of Law and Finance Emeritus and former Dean, University of Pennsylvania; Of Counsel, Shearman & Sterling; Professor of Corporate Law and Finance, University of Arizona Law School; formerly General Counsel, U.S. Treasury and Executive Vice President and General Counsel of Salomon, Inc.

Mr. Mundheim is Vice Chair of the Board of Trustees of the New School University, a member of the Council and Executive Committee of the American Law Institute, a Trustee of the Curtis Institute of Music, and Chairman of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility.

David k. musto Ronald O. Perelman Professor in Finance, The Wharton School

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

gideon parchomovsky Professor of Law

Professor Parchomovsky received his LL.B. from the Hebrew University of Jerusalem in 1993, his LL.M. from the University of California at Berkeley in 1995, and his S.J.D. from Yale Law School in 1998. Prior to joining the Penn Law faculty in fall 2002, Professor Parchomovsky served as an Associate Professor at Fordham Law School and a Visiting Lecturer at Yale Law School. His research interests include intellectual property law and property theory. His recent work focuses on unlocking synergies among sub-fields of intellectual property and devising innovative mechanisms for protecting property entitlements.

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

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

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

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

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

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

22associate faculty


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

Professor Postlewaite received his Ph.D. from Northwestern University in 1974 and joined the Penn faculty from the University of Illinois in 1980. He is editor of American Economic Journal: Microeconomics, past editor of the International Economic Review and past co-editor of Econometrica. He serves on the Board of Directors of the National Bureau of Economic Research, 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.

michael r. roberts Associate Professor of Finance, The Wharton School

Michael R. Roberts is a tenured Associate Professor of Finance at the Wharton School of the University of Pennsylvania. Professor Roberts earned his B.A. in Economics from the University of California at San Diego, and his M.A. in Statistics and Ph.D. in Economics from the University of California at Berkeley. In addition to his experience at the Wharton School, he has taught at Duke University’s Fuqua School of Business. His primary research is in the area of corporate finance and in particular: capital structure, investment policy, financial contracting, and payout policy. Recent work has examined issues including the design of debt securities and the role of control rights in influencing financial and investment policy. His research has received several awards including the Brattle Prize for Distinguished Paper published in the Journal of Finance, and Best Paper awards at the Financial Management Association and Southwestern Finance Association annual conferences. In addition to his research, Professor Roberts has earned a number of teaching awards including the Daimler-Chrysler Core Teaching Award at the Fuqua School of Business and the David W. Hauk Award for Outstanding Teaching at the Wharton School. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in corporate finance, econometrics, and statistics. Prior to joining academia, Professor Roberts was a Financial Engineer at Financial Engineering Associates Inc. and a Senior Analyst for Regional Economic Research Inc.

edward B. rock Saul A. Fox Distinguished Professor of Business Law

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.

reed shuldiner Alvin L. Snowiss Professor of Law

Professor Shuldiner is a recognized expert in the taxation of financial instruments and transactions. His area of research is taxation and tax policy. His current research includes the taxation of risk under income, wealth and consumption taxes, and the viability and effects of a federal wealth tax (with David Shakow). Professor Shuldiner served as Associate Dean at Penn Law from 2000–02. During spring 2005, Professor Shuldiner was the William K. Jacobs, Jr. Visiting Professor of Law at Harvard Law School. He was a Visiting Assistant Professor at Yale Law School during 1994–95. Before joining the Penn law faculty in 1990, he served in the Office of Tax Legislative Counsel of the U.S. Department of the Treasury, was counsel to the law firm of Cadwalader, Wicker-sham and Taft, and was an associate with the Washington, D.C., law firm of Wilmer, Cutler and Pickering. Professor Shuldiner received his J.D. from Harvard University in 1983 and his Ph.D. in economics from the Massachusetts Institute of Technology in 1985.

David a. skeel, Jr. S. Samuel Arsht Professor of Corporate Law

Professor Skeel joined the Penn faculty in 1999. He graduated in 1987 from the University of Virginia School of Law, where he was editor of the Virginia Law Review and a member of the Order of the Coif. He clerked for the Honorable Walter K. Stapleton on the U.S. Court of Appeals for the Third Circuit, and practiced for several years at Duane, Morris & Heckscher in Philadelphia, before joining the Temple University School of Law in 1990. Professor Skeel has also held visiting appointments at the University of Wisconsin Law School (1993–94), the University of Virginia School of Law (spring 1994), Georgetown University Law Center (fall 2004), and the University of Pennsylvania Law School (fall 1997). Professor Skeel specializes in corporate and commercial law and has written widely on corporate law, bankruptcy, and sovereign debt. He has also has written on law and religion, and poetry and law.

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

Bilge yilmaz Associate Professor of Finance, The Wharton School

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

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

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

susan m. Wachter 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 Develop-ment, Dr. Wachter served as the senior urban policy official and principal advisor to the Secretary on overall HUD policies and programs. At Wharton, Dr. Wachter was Chairperson of the Real Estate Department and Professor of Real Estate and Finance from July 1997 until her 1998 appointment to HUD. She founded and currently serves as Director of Wharton’s Geographical Information Systems Lab. Dr. Wachter served as a member of the Board of Directors of the Beneficial Corporation from 1985 to 1998 and of the MIG Residential REIT from 1994 to 1998. She was the editor of Real Estate Economics from 1997 to 1999 and serves on the editorial boards for several real estate journals. Dr. Wachter has been a member of the Advanced Studies Institute of the Homer Hoyt Institute since 1989. Wachter co-founded and is co-director of the Institute for Urban Research at Penn. She is author of more than 100 scholarly publications and is the recipient of several awards for teaching excellence at the Wharton School.

amy Wax Robert Mundheim Professor of Law

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

Lectures 53

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.

fidelity management & research companyfmc corporation stephen fraidinJoel e. friedlandergibson, dunn & crutcher LLPgoldman, sachs & co.Perry golkingrant & eisenhofer P.a.Leon c. holt, Jr.hughes hubbard & reed LLPinnisfree m&a incorporatedroy J. KatzoviczLazardmacKenzie Partners, inc.merck & co., inc.millennium management foundationmorgan, Lewis & Bockius LLPmorris, Nichols, arsht & tunnell LLPJames e. odell and the depository trust and clearing corporationPotter anderson & corroon LLPProskauer rose LLPallan N. rauchrichards, Layton & finger, P.a.schulte roth & Zabel LLPseyfarth shaw LLPshearman & sterling LLPvanguardwachtell, Lipton, rosen & Katzwhite & case LLPYoung conaway stargatt & taylor, LLP

Benefactors$25,000 or abovecharles i. cogut and simpson thacher & Bartlett LLProbert L. friedmanPaul g. haaga, Jr.skadden, arps, slate, meagher & flom LLPsullivan & cromwell LLP

Sponsors$10,000 to $24,999allen & overy LLPapollo capital management, L.P.aQr capital management, LLcBarclays capitalBernstein Litowitz Berger & grossmann LLPcadwalader, wickersham & taft LLPisaac d. corrécravath, swaine & moore LLPcredit suissedechert LLPdelaware department of statee. i. du Pont de Nemours and company


ile investors 2011–2012

Members$5,000 to $9,999James h. aggerBlank rome LLPharkins cunningham LLPmyron J. resnick

DonorsUp to $4,999Joseph J. carapietchristopher fouldsmary J. grendelledmund KitchJames a. ounsworthmyron J. resnick John f. schmutzeric wilenskyKenneth w. willman

iNstitute iNvestors 53

institute for law & economicsuniversity of pennsylvania

3501 sansom street, philadelphia, pa 19104-6204215.898.7719, www.law.upenn.edu/ile/

september 2012

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 partici-pants 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.

Michael L. Wachter, Co-DirectorWilliam B. Johnson Professor

of Law and Economics215.898.7852

[email protected]

Jill E. Fisch, Co-DirectorPerry Golkin Professor of Law

[email protected]

William W. Bratton, Co-DirectorNicholas F. Gallicchio Professor of Law

[email protected]

Vicki L. Hewitt, Program Director215.898.7719

[email protected]

Documents

ILE Annual Report 2011-2012