ile annual report 2013-2014

INSTITUTE FOR

LAW & ECONOMICSANNUAL REPORT 2013–14

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

MESSAGE FROM THE CO-CHAIRS 1

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: Frederick H. Alexander (Morris, Nichols, Arsht & Tunnell LLP); Marcy Engel (Eton Park Capital Management); Jeffrey J. Rosen (Debevoise & Plimpton LLP); James E. Rossman (Lazard); Hon. Jack B. Jacobs (Sidley Austin LLP) and William R. Harker (Àshe Capital Management, LLC). These accomplished individuals will greatly enhance the work of the Institute and broaden the composition of our Board. All of the members of our Board give graciously to the Institute, not just financially but also of their time and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactors Bob Friedman, Paul G. Haaga, Jr., and Skadden, Arps, Slate, Meagher & Flom LLP (through Eric Friedman). Their extraordinary level of financial support enables the Institute to continue to lead the field, and we want to express our sincere appreciation to each of them. Bill Bratton, Jill Fisch, and Michael Wachter continued to be truly outstanding leaders of the Institute. The co-directors’ dedication to all aspects of the Institute’s work and their ability to originate timely programing 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 2014

Message froM the Co-Chairs: 1

Board of advisors: 2

Message froM the dean: 6

Message froM the Co-direCtors: 7

roundtaBle PrograMs: 9CorPorate roundtaBle, sPring 2014: 10

CorPorate roundtaBle, fall 2013: 12CorPorate roundtaBle, sPring 2013: 14CorPorate roundtaBle, fall 2012: 14

CorPorate roundtaBle, sPring 2012: 16CorPorate roundtaBle, fall 2011: 16

Panel PrograMs: 19ChanCery Court PrograMs: 20

insights froM PraCtiCe: 22

leCtures: 25law and entrePreneurshiP: 26

distinguished Jurist: 28international PrograM leCtures: 30

Past leCtures: 32

aCadeMiC: 35Judging CorPorate law ConferenCe: 36

Penn /nyu ConferenCe, sPring 2014: 38 nyu /Penn ConferenCe, sPring 2013: 38

ile /wharton finanCe seMinars: 40CurriCular PartnershiPs: 42PuBliCations and PaPers: 44

assoCiate faCulty: 46

institute investors: 55

James H. AggerChair, 1994-2001Retired Senior Vice President, General Counsel and SecretaryAir Products and Chemicals, Inc.Allentown, PA

Robert L. FriedmanChair, 2001-2007Senior AdvisorThe Blackstone Group L.P.New York, NY

Richard B. AldridgeMorgan, Lewis & Bockius LLPPhiladelphia, PA

Joseph B. FrumkinCo-Chair, 2008-Sullivan & Cromwell LLPNew York, NY

Frederick H. AlexanderMorris, Nichols, Arsht& Tunnell LLPWilmington, DE

Eduardo GallardoGibson, Dunn & Crutcher LLPNew York, NY

BOARD OF ADVISORS 32 INSTITUTE FOR LAW AND ECONOMICS

BOARD OF ADVISORS BOARD OF ADVISORS

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

Joseph D. GattoPerella Weinberg PartnersNew York, NY

Marshall B. BabsonSeyfarth Shaw LLPNew York, NY

Scott C. GoebelSenior Vice President and General CounselFidelity Management & Research CompanyBoston, MA

Marcy EngelChief Operating Officerand General CounselEton Park Capital ManagementNew York, NY

John G. FinleySenior Managing Director and Chief Legal OfficerThe Blackstone Group L.P.New York, NY

Stephen FraidinKirkland & Ellis LLPNew York, NY

Joel E. FriedlanderBouchard Margules & FriedlanderWilmington, DE

Eric J. FriedmanSkadden, Arps, Slate, Meagher & Flom LLPNew York, NY

Perry GolkinChief Executive OfficerPPC Enterprises LLCNew York, NY

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

Mark I. GreeneCravath, Swaine & Moore LLPNew York, NY

Keir D. GumbsCovington & Burling LLPWashington, DC

Paul G. Haaga, Jr.Retired, Former Chairman of the BoardCapital Research and Management CompanyLos Angeles, CA

William R. HarkerCo-Founder and PresidentÀshe Capital Management, LLC

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

Hon. Jack B. JacobsJustice, Delaware Supreme Court, 2003–2014Sidley Austin LLPNew York, NY, andWilmington, DE

Brendan R. KalbGeneral CounselAQR Capital Management, LLCGreenwich, CT

Louis J. BevilacquaCadwalader, Wickersham & Taft LLPNew York, NY

Martin J. BienenstockProskauer Rose LLPNew York, NY

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

BOARD OF ADVISORS 54 INSTITUTE FOR LAW AND ECONOMICS

Martha L. ReesVice President and Assistant General CounselE. I. du Pont de Nemours and Company Wilmington,DE

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Myron J. ResnickRetired Senior Vice President and Chief Investment Officer Allstate Insurance CompanyNorthbrook, IL

Jeffrey J. RosenDebevoise & Plimpton LLPNew York, NY

James RossmanLazardNew York, NY

Marc WeingartenSchulte Roth & Zabel LLPNew York, NY

Peter L. WelshRopes & Gray LLPBoston, MA

Gregory P. WilliamsRichards, Layton & Finger, P.A.Wilmington, DE

Donald J. Wolfe, Jr.Potter Anderson & Corroon LLPWilmington, DE

Christopher YoungManaging Director and Head of the Contested Situations PracticeCredit SuisseNew York, NY

Jennifer ShotwellFounding Managing DirectorInnisfree M&A IncorporatedNew York, NY

David M. SilkWachtell, Lipton, Rosen & KatzNew York, NY

Bruce L. SilversteinYoung Conaway Stargatt & Taylor, LLP Wilmington, DE

Richard D. SmithReed Smith LLPNew York, NY

Heidi StamManaging Director and General CounselVanguardWayne, PA

G. Daniel O’DonnellDechert LLPPhiladelphia, PA

James A. OunsworthManaging PartnerThe S Consulting GroupPhiladelphia, PA

Morton A. PierceWhite & Case LLPNew York, NY

Helen P. PudlinRetired Executive Vice President and General Counsel PNC Financial Services GroupBryn Mawr, PA

Allan N. RauchVice President - Legal and General CounselBed Bath & Beyond Inc.Union, NJ

John D. StanleySenior Vice President and General CounselAir Products and Chemicals, Inc.Allentown, PA

Hon. Leo E. Strine, Jr.Chief JusticeDelaware Supreme CourtWilmington, DE

John J. SuydamChief Legal and Compliance OfficerApollo Global Management, LLCNew York, NY

Andrea E. UtechtExecutive Vice President, General Counsel and SecretaryFMC CorporationPhiladelphia, PA

Hon. E. Norman VeaseyChief Justice, Delaware Supreme Court, 1992-2004Weil, Gotshal & Manges LLPNew York, NY, and Wilmington, DE

Roy J. KatzoviczChief Legal Officer and Investment Team MemberPershing Square Capital Management, L.P.New York, NY

Cynthia B. KaneSpecial Assistant to the Secretary of StateDelaware Department of State Wilmington, DE

Bruce N. KuhlikExecutive Vice President and General CounselMerck & Co., Inc. Whitehouse Station, NJ

Mark LebovitchBernstein Litowitz Berger & Grossmann LLPNew York, NY

Kenneth A. LefkowitzHughes Hubbard & Reed LLPNew York, NY

Simon M. LorneVice Chairman and Chief Legal OfficerMillennium Management LLC New York, NY

BOARD OF ADVISORSBOARD 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 financial regulation, shareholder empowerment, or investment management solely from a legal, economic, or business perspective. Indeed, no significant business issue can be addressed without paying attention to the underlying economic trends and legal regulations. All of ILE’s participants contribute to and benefit from the profound understanding such analysis affords. In addition to its unique focus, another of the Institute’s strengths is the variety of programs it offers. The roundtables—ILE’s signature events—bring together distinguished members of the bar, judiciary, government, business world, and academia for open discussion and intellectual exploration. ILE’s public lectures by leading jurists, executives, and entrepreneurs attract participants from all sectors of the University and from the wider community. During the past year the outstanding talks, panels, and conferences organized by the Institute covered a wide range of topics and programs, from corporate finance and corporate governance to private equity, litigation, and the unique problems of general counsels, as well as large-scale entrepreneurship and management. Since my cross-disciplinary vision for the Law School and the purposes of the Institute for Law and Economics are so similar, it is personally gratifying to me that the Institute is generously supported by contributors who understand the importance of what we do and the unique position the Institute holds. Many of these contributors also serve as members of the Institute’s Board of Advisors, helping to plan the direction and focus of the programs and lending their expertise as panelists and commentators for Institute events. ILE’s extraordinary co-chairs, Casey Cogut and Joe Frumkin, have my particular thanks for their many exceptional contributions. Like all who serve as advisors for ILE, Casey and Joe contribute their very valuable time and expertise, in addition to their numerous contacts in the legal and business communities. ILE has benefited substantially from their leadership. I must also thank the three eminent professors who lead the Institute for Law and Economics—Michael Wachter, Jill Fisch, and Bill Bratton. It is because of their commitment and enthusiasm that ILE ranks among the premier institutions of its kind. It has been my honor and pleasure to be involved with ILE for 29 years. Over the years, it has become a model for inter-disciplinary and corporate law thinking and scholarship. While it is always difficult to say goodbye, I am truly heartened by the knowledge that ILE is in such good hands with three magnificent co-directors and a dedicated Board of Advisors. I extend the deepest appreciation to all ILE supporters and participants for their commitment and investment over the years.

MICHAEL A. FITTS, Dean and Bernard G. Segal Professor of Law,University of Pennsylvania Law School

June 30, 2014

MESSAGE FROM THE DEAN

MESSAGE FROM THE CO-DIRECTORS 7

MESSAGE FROM THE CO-DIRECTORS

The Institute for Law and Economics continues to host the legal academy’s most dynamic corporate law programs and to provide a unique venue for high level conversations about important and timely issues in law and business among practitioners, lawmakers, and academics. Our Fall Corporate Roundtable explored the current state of mergers and acquisitions, including a

lively afternoon discussion of the recent “Dell deal.” Our Spring Roundtable dealt with issues of capital market regulation. The afternoon panel highlighted the relationship between banking rules and securities law in preventing and addressing risk and disruption in the credit markets. Our public lecture series brought three very different and engaging speakers to the Law School. Our Distinguished Jurist lecturer, Jed S. Rakoff, a United States District Judge from the Southern District of New York, is always a thought-provoking speaker. He addressed the paucity of criminal prosecutions arising from the financial crisis. Our fall Law and Entrepreneurship lecture came from J. Haig Farris, who spoke about his path from law school to being a high tech entrepreneur. In the spring, our Law and Entrepreneurship speaker was John Finley from the Blackstone Group, who talked about how Blackstone has successfully navigated regulatory changes. The comments were particularly timely in light of efforts by the Financial Oversight Regulatory Commission to classify Blackstone as a systemically important financial institution. Corporate governance is always an important part of the ILE agenda. Our Fall Insights from Practice expanded last year’s focus on the developing role of the General Counsel. Peter Solmssen, General Counsel of Siemens AG, spoke about Compliance Issues in a Global Company, a topic about which he is an expert, with commentary by ILE Board member and Merck General Counsel Bruce Kuhlik. One of our Chancery Court programs hosted a panel of institutional practitioners debating the question of whether the US or the EU has a more open market for corporate control. Our other Chancery Court program went to intersection of M&A practice and financial economics in a discussion by investment bankers and academics about the equity risk premium. We successfully continued our cross-disciplinary and cross-border initiatives. Tobias Tröger, from Goethe University, Frankfurt, delivered a lecture on corporate governance in the European Union as part of our International Programs Series. The Law and Finance series, held in cooperation with Wharton’s Finance Department as a regular part of its Finance workshop, featured a paper on money market funds by Jeffrey N. Gordon, Richard Paul Richman Professor of Law at Columbia Law School, and a paper on bank corporate governance by Maureen O’Hara, Robert W. Purcell Professor of Finance of the Samuel Curtis Johnson Graduate School of Management at Cornell University. In February, we hosted the tenth annual Penn/NYU Law and Finance Conference together with 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 resource is the quality of our supporters and their active participation in our programs. Our board members and sponsors play a critical role in organizing and participating in our programs as well as providing valuable financial support. We continue to benefit from the generous involvement of our board chairs, Casey Cogut of Simpson Thacher & Bartlett LLP and Joseph Frumkin of Sullivan & Cromwell LLP. We are also pleased to welcome six new board members this year: Frederick H. Alexander (Morris, Nichols, Arsht & Tunnell LLP); Marcy Engel (Eton Park Capital Management); William R. Harker (Àshe Capital Management, LLC); Hon. Jack B. Jacobs (Sidley Austin LLP); Jeffrey J. Rosen (Debevoise & Plimpton LLP) and James E. Rossman (Lazard).

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. and Mary Barb Johnson Professor of Law and Economics

September 2014

ROUNDTABLE PROGRAMS

At the heart of the Institute’s work is the roundtable series, which brings members of the Institute’s associate faculty and other academics together with corporate executives, practicing

attorneys, judges, public policymakers, and students. Each roundtable takes up current issues

that emerge from the research and teaching of the Institute and provides a forum for

lively discussion.

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

ROUNDTABLE PROGRAMS 9

22CORPORATE ROUNDTABLE

ROUNDTABLE PROGRAMS 1110 INSTITUTE FOR LAW AND ECONOMICS

The Pricing of Bond CovenantsDavid Musto, Ronald O. Perelman Professor in Finance, The Wharton SchoolJillian Popadak, Business Economics Doctoral Student, The Wharton School

The literature shows that bond covenants are important determinants of creditors' value and issuers' operating decisions, but it also shows that bondholders give covenants little scrutiny at flotation, due to weak incentives and limited opportunity. We consider the choice and pricing of covenants, focusing on a regulatory intervention that allowed issuers to accelerate offerings and thus provide even less opportunity for scrutiny. We find that issuers responded with significant acceleration, waiting little more than an hour between the preliminary and final prospectus, and also with widespread adoption of change-of-control covenants, which we argue added value by simplifying the bonds' valuation.

For Diversity in the International Regulation of Financial Institutions: Critiquing and Recalibrating the Basel ArchitectureRoberta Romano, Sterling Professor of Law, Yale Law School

This Article challenges the prevailing view of the efficacy of harmonized international financial regulation and provides a mechanism for facilitating regulatory diversity and experimentation within the existing global regulatory framework, the Basel Accords. Recent experience suggests that regulatory harmonization can increase, rather than decrease, systemic risk, an effect that is the precise opposite of the objective of harmonization. By incentivizing financial institutions worldwide to follow broadly similar business strategies, regulatory error contributed to a global financial crisis. Furthermore, the dynamic nature of financial markets renders it improbable that regulators will be able to predict with confidence what are the optimal capital requirements or what other regulatory policies would reduce systemic risk. Nor, as past experience suggests, is it likely that regulators will be able to predict which future financial innovations, activities or institutions might generate systemic risk.

MAY 2, 2014

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

Morning SessionThe Pricing of Bond CovenantsDavid Musto, Ronald O. Perelman Professor in Finance, The Wharton SchoolJillian Popadak, Business Economics Doctoral Student, The Wharton School

commentatorsMartin Fridson, Chief Executive Officer, Fridson Vision LLCMichael Klausner, Nancy & Charles Munger Professor of Business and Law, Stanford University

For Diversity in the International Regulation of Financial Institutions: Critiquing and Recalibrating the Basel ArchitectureRoberta Romano, Sterling Professor of Law, Yale Law School

commentatorsRichard J. Herring, Jacob Safra Professor of International Banking, The Wharton SchoolMark J. Welshimer, Deputy Managing Partner, Sullivan & Cromwell, LLP

Afternoon SessionPanel on Short Term Credit Markets

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

panelistsMatthew J. Eichner, Deputy Director, Federal Reserve BoardDaniel M. Gallagher, Commissioner, Securities and Exchange CommissionRandall D. Guynn, Partner, Davis PolkAdam J. Levitin, Professor of Law, Georgetown LawAnnette L. Nazareth, Partner, Davis Polk

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1 Front row: Edward B. Rock, University of Pennsylvania Law School; Richard M. Hynes, University of Virginia School of Law; Sarah Hammer, Vanguard; Jesse M. Fried, Harvard Law School; Lawrence A. Hamermesh, Widener University School of Law. Back row: Charles M. Elson, Weinberg Center for Corporate Governance; Elisabeth D. de Fontenay, Duke University School of Law; Yesha Yadhav, Vanderbilt Law School; Anthony Casey, The University of Chicago Law School.

2 Richard J. Herring, The Wharton School.

3 Front row: Richard D. Smith, Reed Smith LLP; David M. Silk, Wachtell, Lipton, Rosen & Katz. Back row: Frederick Tung, Boston University School of Law.

4 Front row: Matthew J. Eichner, Federal Reserve Board; Annette L. Nazareth, Davis Polk & Wardwell LLP. Middle row: Joseph A. McCahery, Tilburg University; Merritt B. Fox, Columbia Law School; Albert H. Choi, University of Virginia School of Law. Back row: Morgan Ricks, Vanderbilt Law School; James A. Fanto, Brooklyn Law School.

5 Front row: Daniel M. Gallagher, US Securities & Exchange Commission; Randall D. Guynn, Davis Polk & Wardwell LLP. Middle row: John C. Coates, Harvard Law School; Richard M. Hynes, University of Virginia School of Law. Back row: Christyne J. Vachon, University of North Dakota School of Law; Robert T. Miller, The University of Iowa College of Law.



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

The Delaware Chancery Court recently squared off against the investment banking world with two rulings that tie Revlon violations to banker conflicts of interest. Critics charge the Court with slamming down fiduciary principles of self-abnegation in a business context where they have no place or, contrariwise, letting culpable banks off the hook with ineffectual slaps on the wrist. This Article addresses this controversy, offering a sustained look at the banker-client advisory relationship. We pose a clear answer to the questions raised: although this is nominally fiduciary territory, both banker-client relationships and the Chancery Court’s recent interventions are contractually driven. At the same time, conflicts of interest are wrought into banker-client relationships: the structure of the advisory sector makes them hard to avoid and clients, expecting them, make allowances. Advisor banks emerge in practice as arm’s length counterparties constrained less by rules of law than by a market for reputation.

No Free Shop: Why Target Companies in MBOs and Private Equity Transactions Sometimes Choose Not to Buy ‘Go Shop’ OptionsAdonis Antoniades, Economist, European Central Bank Charles Calomiris, Henry Kaufman Professor of Financial Institutions, Columbia University Graduate School of BusinessDonna M. Hitscherich, Senior Lecturer in Discipline in Business, Finance and Economics, Director, Private Equity Program, Columbia University Graduate School of Business

The manner in which firms sell themselves in the market is an important, and little-studied, topic. Firms must decide whether to enter into an agreement with an acquiror as part of a bilateral discussion or as part of a broader “auction” process. Once they have chosen to do one or the other, they must decide how aggressively to continue to market themselves to other would-be acquirors prior to their shareholders’ vote on the acquisition. Firms, unlike commodities, are unique assets and are acquired as part of a costly process of investigation by potential acquirors. Interestingly, the process is not uniform; the decisions targets make about how to market themselves to acquirors, both before and after they enter into an acquisition agreement, vary greatly.

DECEMBER 13, 2013

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

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

commentatorsDeborah A. DeMott, David F. Cavers Professor of Law, Duke Law SchoolCasey Kobi, Managing Director, Barclays

No Free Shop: Why Target Companies in MBOs and Private Equity Transactions Sometimes Choose Not to Buy ‘Go Shop’ OptionsCharles Calomiris, Henry Kaufman Professor of Financial Institutions, Columbia University Graduate School of BusinessDonna M. Hitscherich, Senior Lecturer in Discipline in Business, Finance and Economics, Director, Private Equity Program, Columbia University Graduate School of Business

commentatorsMarcel Kahan, George T. Lowy Professor of Law, New York University School of LawAllison Schneirov, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Afternoon SessionPanel on The Dell Deal


panelistsCharles I. Cogut, Simpson Thacher & Bartlett LLPJoseph B. Frumkin, Sullivan & Cromwell LLPJeffrey J. Rosen, Debevoise & Plimpton LLPSteven A. Rosenblum, Wachtell, Lipton, Rosen & KatzMatthew Schoenfeld, Associate, Special Situations Group, Morgan StanleyChristopher A. Wightman, Principal, CamberView Partners, LLC

1 Front row: Robert E. Spatt, Simpson Thatcher & Bartlett LLP; Joseph D. Gatto, Perella Weinberg Partners; Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP. Middle row: Allison R. Schneirov, Skadden, Arps, Slate, Meagher & Flom LLP; Deborah DeMott, Duke Law School; Marcel Kahan, NYU School of Law. Back row: Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom LLP; Justin Greenbaum, Hughes Hubbard & Reed LLP; Frederick Tung, Boston University School of Law; Christine Hurt, University of Illinois College of Law.

2 Michael L. Wachter, University of Pennsylvania Law School.

3 Joseph B. Frumkin, Sullivan & Cromwell LLP.

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

5 Front row: Deborah A. DeMott, Duke Law School; Marcel Kahan, NYU School of Law; Michael Kimmel, Vanguard. Back row: Christine Hurt, University of Illinois College of Law; Quinn Curtis, University of Virginia School of Law; Richard M. Hynes, University of Virginia School of Law.

6 Front row: Stephen P. Lamb, Paul, Weiss, Rifkind, Wharton & Garrison LLP; Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP. Back Row: Hon. Travis Laster, Delaware Court of Chancery; Jeffrey M. Gorris, Bouchard Margules & Friedlander, P.A.

7 Front row: Robert E. Spatt, Simpson Thatcher & Bartlett LLP; Joseph D. Gatto, Perella Weinberg Partners. Middle row: John D. Stanley, Air Products and Chemicals, Inc.; Allison R. Schneirov, Skadden, Arps, Slate, Meagher & Flom LLP; Deborah A. DeMott, Duke Law School. Back row: Verity Winship, University of Illinois College of Law; Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom LLP; Justin Greenbaum, Hughes Hubbard & Reed LLP.

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APRIL 19, 2013


Morning SessionA Great Game: The Dynamics of State Competition and LitigationSteven Davidoff, Associate Professor of Law and Finance, The Ohio State University Moritz College of LawMatthew D. Cain, Assistant Professor, University of Notre Dame, Mendoza College of Business

commentatorsBrian T. Frawley, Sullivan & Cromwell LLPTodd Gormley, Assistant Professor of Finance, The Wharton School

Putting Stockholders First, Not the First-Filed ComplaintHon. Leo E. Strine, Jr., Chancellor, Delaware Court of ChanceryLawrence Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of LawMatthew Jennejohn, Associate, Shearman & Sterling LLP

commentatorsTheodore N. Mirvis, Wachtell, Lipton, Rosen & KatzMark J. Roe, David Berg Professor of Law, Harvard Law School

Afternoon SessionPanel on Delaware Corporate Litigation


panelistsMark Lebovitch, Bernstein Litowitz Berger & Grossmann LLPHon. Donald F. Parsons, Jr., Vice Chancellor, Delaware Court of ChanceryRoberta Romano, Oscar M. Ruebhausen Professor of Law and Director, Yale Law SchoolSusan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLPBruce L. Silverstein, Young Conaway Stargatt & Taylor, LLPGregory P. Williams, Richards, Layton & Finger, P.A.

DECEMBER 14, 2012


Morning SessionA Theory of Preferred StockWilliam W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law SchoolMichael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics, University of Pennsylvania Law School

commentatorsD. Gordon Smith, Associate Dean and Glen L. Farr Professor of Law, Brigham Young University - J. Reuben Clark Law SchoolHon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery

Private Equity Performance: What Do We Know?Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, The University of Chicago Graduate School of Business

commentatorsRobert P. Bartlett III, Professor of Law, UC Berkeley School of LawPerry Golkin, Chief Executive Officer, PPC Enterprises LLC

Afternoon SessionPanel on Private Equity Today


panelistsDavid N. Brooks, General Counsel, Fortress Investment Group LLCCharles I. Cogut, Simpson Thacher & Bartlett LLPJohn G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group L.P.Steve Judge, President & CEO, Private Equity Growth Capital CouncilAlison J. Mass, Managing Director and Co-Head of Financial Sponsors Group, Goldman SachsG. Daniel O’Donnell, Dechert LLP

1 Front row: Joseph B. Frumkin, Sullivan & Cromwell LLP; Hon. Donald F. Parsons, Jr., Delaware Court of Chancery; Susan L. Saltzstein, Skadden, Arps, Slate, Meagher & Flom LLP. Middle row: Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz; Robert E. Spatt, Simpson Thatcher & Bartlett LLP; Martha L. Rees, E. I. du Pont de Nemours and Company; Hon. E. Norman Veasey, Weil, Gotshal & Manges LLP. Back row: Moshe A. Cohen, Columbia Business School; Christine T. DiGuglielmo, Weil, Gotshal & Manges LLP; Rich Hynes, University of Virginia School of Law; Sean J. Griffith, Fordham Law School.

2 Front row: Roberta Romano, Yale Law School; Robert L. Friedman, The Blackstone Group L.P.; Hon. Leo E. Strine, Jr., Delaware Court of Chancery. Middle row: Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP; Brian T. Frawley, Sullivan & Cromwell LLP; Lawrence Hamermesh, Widener University School of Law. Back row: D. Gordon Smith, Brigham Young University - J. Reuben Clark Law School; Christopher Foulds, Skadden, Arps, Slate, Meagher & Flom LLP; Camille Lautier, University of Pennsylvania Law School.

3 Front row: Alison J. Mass, The Goldman Sachs Group, Inc.; Hon. Travis Laster, Delaware Court of Chancery; Robert L. Friedman, The Blackstone Group L.P. Middle row: Marc H. Kushner, Lazard Frères & Co. LLC; David K. Musto, The Wharton School; Steven N. Kaplan, The University of Chicago Graduate School of Business.

4 Steven N. Kaplan, The University of Chicago Graduate School of Business.

5 Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz.

6 A. Gilchrist Sparks III, Morris, Nichols, Arsht & Tunnell LLP; Perry Golkin, PPC Enterprises LLC.

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APRIL 20, 2012


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 Empower-ment: How It Has Evolved and Where It Is Going


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, Delaware Supreme Court

DECEMBER 9, 2011


Morning SessionThe Political Economy of Fraud on the MarketWilliam 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 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.

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

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

4 Front row: Hon. Jack B. Jacobs, Delaware Supreme Court; 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: Hon. Travis Laster, Delaware Court of Chancery; Joseph B. Frumkin, Sullivan & Cromwell LLP. Back row: Christopher Young, Credit Suisse.

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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PANEL PROGRAMS 19

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 2120 INSTITUTE FOR LAW AND ECONOMICS

22CHANCERY COURT PROGRAMS

APRIL 1, 2014

The Equity Risk Premium

Valuation is the preeminent point of intersection between corporate law and financial economics. Valuation is also a point at which a cornerstone of financial economic theory, the capital asset pricing model, is specified for practical application. A surprisingly wide range of choices must be made in this theory-to-practice transition, choices that directly flow through to Delaware Chancery Court’s appraisal jurisprudence. For dollars-and-cents implications in a discounted cash flow valuation, the choice that looms largest is the value of the equity risk premium. This program took a broad-ranging look at the factors that come to bear on the derivation of this value, with leading academics describing the current state of the theory and investment bankers describing the valuation practice at their respective institutions.

FEBRUARY 11, 2014

The USA or EU: Which Has—As a Matter of Fact— A More Open Market For Corporate Control?

This program took a comparative look at the markets for corporate control in the US and the EU, addressing the question as to the relative openness of the playing fields on each side of the Atlantic. Under current conventional wisdom, Europe, with its “no frustrating actions” constraint against defensive tactics, has the openness advantage. The participants, experts in global mergers and acquisitions from both the USA and EU, offered a contrasting picture, highlighting the importance of differences in governmental policies, member state regulations, and cultural expectations. The overall conclusion was that Delaware corporate law and federal securities regulation provided greater flexibility.

moderatorsHon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme CourtMichael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics

panelistsGeorge A. Casey, Partner, Shearman & Sterling LLPRichard Hall, Partner, Cravath, Swaine & Moore LLPHein Hooghoudt, Partner, NautaDutilhScott V. Simpson, Partner, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

moderatorsHon. Leo E. Strine, Jr., Chief Justice, Delaware Supreme CourtMichael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics

panelistsGreg Dalvito, Managing Director, Barclays CapitalJames Del Favero, Managing Director, Goldman, Sachs & Co.Robert W. Holthausen, Professor of Accounting and Finance, Chairperson, Accounting Department, Ernst and Young Professor and The Nomura Securities Professor, The Wharton SchoolJonathan Mir, Managing Director, LazardJessica A. Wachter, Professor of Finance, The Wharton School

1 Robert W. Holthausen, The Wharton School; James Del Favero, Goldman, Sachs & Co.; Jonathan Mir, Lazard; Michael L. Wachter, University of Pennsylvania Law School; Greg Dalvito, Barclays Capital; Jessica A. Wachter, The Wharton School.

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

3 Jessica A. Wachter, The Wharton School.

4 Lorenzo Corte, Skadden, Arps, Slate, Meagher & Flom (UK) LLP; George A. Casey, Shearman & Sterling LLP; Richard Hall, Cravath, Swaine & Moore LLP; Hein Hooghoudt, NautaDutilh.

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PANEL PROGRAMS 2322 INSTITUTE FOR LAW AND ECONOMICS

22INSIGHTS FROM PRACTICE

OCTOBER 30, 2013

Our fall 2013 Insights from Practice program looked at compliance issues in a global company from its general counsel’s point of view, building on the previous year’s program on the special role of corporate general counsel. Peter Y. Solmssen of Siemens AG discussed the company’s turnaround in the wake of a compliance crisis in 2006, a recovery that turned on the inclusion of counsel at the top level of the company, there to protect the company’s reputation for integrity and mitigate risk. Mr. Solmssen pointed to the Siemens experience as an example of the evolving role of general counsel as a corporate leader.

NOVEMBER 14, 2012

This fall’s Insights from Practice program focused on the special challenges of corporate general counsels. Our panelists discussed the differences between in-house as opposed to outside counsel, and how corporate general counsels balance their dual roles as business partner and steward of the corporation. They also addressed how they deal with different constituencies as part of their role, including outside counsel, regulators, the board, and the chief executive officer. For students considering this career path, they gave advice about where to start and the special skills required to be an effective in-house lawyer.

moderatorsJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law SchoolHelen P. Pudlin, Retired Executive Vice President and General Counsel, PNC Financial Services Group

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

moderatorsJill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law SchoolHelen P. Pudlin, Retired Executive Vice President and General Counsel, PNC Financial Services Group

speakerPeter Y. Solmssen, Member of the Managing Board and General Counsel at Siemens AG

commentatorBruce N. Kuhlik, Executive Vice President and General Counsel, Merck & Co., Inc.

1 Bruce N. Kuhlik, Merck & Co., Inc.; Helen P. Pudlin, PNC Financial Services Group.

2 Peter Y. Solmssen, Siemens AG.

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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.

LECTURES 25

26 INSTITUTE FOR LAW AND ECONOMICS LECTURES 27

APRIL 23, 2014

Blackstone Navigating a Sea of Regulatory ChangeJohn G. Finley, Senior Managing Director and Chief Legal Officer, The Blackstone Group

John Finley is member of Penn’s Institute for Law & Economics Board of Advisors. Before joining Blackstone, Mr. Finley had been a partner with Simpson Thacher & Bartlett for 22 years where he was most recently a member of that law firm’s Executive Committee and Head of Global M&A. He is a member of the Advisory Board of the Harvard Law School Program on Corporate Governance and a Trustee of the Jewish Board of Family and Children Services. He is also a guest lecturer at Harvard Law School. He has served on the Committee of

NOVEMBER 12, 2013

Shazam! - a '63 Law Grad is Transformed into a High Tech EntrepreneurJ. Haig Farris, President, Fractal Capital Corporation

J. Haig Farris, LLD has been the President of Fractal Capital since 1990. Mr. Farris serves as a Special Limited Partner at Yaletown Venture Partners Inc. He co-founded D-Wave Systems Inc. in 1999 and served as its Executive Chairman. He is a pioneer of the venture capital industry in Canada and has spent 25 years working to establish the venture capital industry in Canada. Mr. Farris was one of the most active and successful technology angel investors on the West Coast. Mr. Farris serves as a Director at Idelix Software Inc.; Bycast Media Systems Canada Inc.; Partnerpedia Solutions Inc. and Genome British Columbia. He serves as a Director of Lat49 Media Inc., D-Wave Systems Inc., Zymeworks, Inc., and Constructive Media, Inc.

Mr. Farris has served as Chairman of many high-profile companies and universities and industry associations. He has been an Adjunct Professor at the University of British Columbia since 1992, teaching a course on entrepreneurship and the financing and managing of high-technology companies to graduate engineering, science and business students. Mr. Farris has been honored by the Science Council of BC and the BC Technology Industries Association with awards for lifetime achievement and contribution to technology on Canada’s West Coast. He holds a B.A. in Economics & English from University of British Columbia, a Law Degree from the University of Pennsylvania Law School and an Honorary Doctor of Laws Degree from UBC.

Securities Regulation of the New York State Bar Association and the Board of Advisors of the Knight-Bagehot Fellowship in Economics and Business Journalism at Columbia University. Mr. Finley has a BS in Economics, summa cum laude, from the Wharton School of the University of Pennsylvania (1978), a BA in History, summa cum laude, from the College of Arts and Sciences of the University of Pennsylvania (1978), and a JD, cum laude, from Harvard Law School (1981).

22LAW AND ENTREPRENEURSHIP LECTURES


NOVEMBER 19, 2013

The Paucity of Criminal Prosecutions Arising from the Financial Crisis: Unaccountable?Hon. Jed S. Rakoff, United States District Judge, Southern District of New York

Many people believe the financial crisis from which we are still suffering was the product, not just of mistakes and wrong guesses, but fraudulent practices and misrepresentations. Yet few if any high-level executives associated with these alleged misdeeds have been criminally prosecuted. Bringing to bear his combined experience as a former federal prosecutor, former white collar criminal defense lawyer, and (for the past 18 years) experienced federal jurist, Judge Rakoff suggests that the paucity of such prosecutions may be tied, not just to the facts of any given case, but to disturbing trends in federal regulatory and prosecution policies over the past decade and more. Jed Saul Rakoff is a federal judge for the United States District Court for the Southern District of New York. He joined the court in 1996 after being nominated by President Bill Clinton and assumed senior status on December 31, 2010. Prior to his

OCTOBER 10, 2012

Financial Stability RegulationDaniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System

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

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

appointment, Judge Rakoff was Chief Prosecutor of the Business and Securities Fraud Prosecutions Unit. Before serving as Chief Prosecutor, he was the Assistant U.S. Attorney for the U.S. Attorney’s Office in the Southern District of New York. He received his B.A. from Swarthmore, his M.A. in Philosophy from Oxford-England, and his J.D. from Harvard Law School.

22DISTINGUISHED JURIST LECTURES


22INTERNATIONAL PROGRAM LECTURES

MARCH 25, 2014

Is Corporate Governance Converging in the European Union?Tobias Tröger, Professor of Private Law, Trade and Business Law and Jurisprudence, Goethe University, Frankfurt

Professor Tröger has held the position of Chair of Private Law, Trade and Business Law, Jurisprudence at Goethe-University Frankfurt, Germany since 2011. He has researched and published nationally and internationally on topics of German, European and US corporate and securities law, contract law, and law and economics. Professor Tröger recently participated in an interdisciplinary research project titled “Sustainable Architecture of Finance in Europe” which was supported by the European Central Bank, German Minister of Finance. He received a Master of Laws degree from Harvard Law School with a concentration in Corporate Law and Governance in 2004 and a Doctoral degree from Eberhard-Karls-University Law School in 1999.

MARCH 18, 2013

The Case for an Unbiased Takeover Law (with an Application to the European Union)Luca Enriques, Professor of Business Law, University LUISS “Guido Carli” Department of Law and Nomura Visiting Professor of International Financial Systems, Harvard Law School

commentatorJoseph A. McCahery, Professor of International Economic Law, Tilburg University, Program Director of the Finance and Law Program, Duisenberg School of Finance (Netherlands), and Bok Visiting International Professor, University of Pennsylvania Law School

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

1 Photo credit: Ke-Jia Chong


22PAST LECTURES

Past Law and Entrepreneurship Lectures

25 February 2013From Corporate Management to Sports Management: Turning Around the 76ersAdam Aron, CEO and Co-Owner, Philadelphia 76ers

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

15 November 2011Too 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

2 March 2011Competitive Places and Inner City Opportunities: Reflections on 25 Years of Community InvestmentJeremy Nowak, President and Chief Executive Officer, The Reinvestment Fund

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

Past Distinguished Jurist Lectures

10 October 2012Financial Stability RegulationDaniel K. Tarullo, Governor, Board of Governors of the Federal Reserve System

15 February 2012Regular Order as EquityHon. Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery

25 October 2011The Delaware Court of Chancery from 1989 - 2011: An Insider’s ViewHon. William B. Chandler III, Chancellor, Delaware Court of Chancery

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

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

3 March 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.

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.

11 November 2008Delaware Directors’ Fiduciary Duties: The Focus on LoyaltyHon. Randy Holland, Justice, Delaware Supreme Court

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

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 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

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

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

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

6 March 2001Administering Capital Punishment: Is Texas Different?Hon. Patrick E. Higginbotham, U.S. Court of Appeals for the Fifth Circuit

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.

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

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

11 February 1997What Economics of Law Must Address Next: Some Thoughts on TheoryHon. Guido Calabresi, U.S. Court of Appeals for the Second Circuit

Past Law and Entrepreneurship Lectures

1 William A. Ackman

2 Adam Aron

3 Safra Catz

4 H. Rodgin Cohen

5 Isaac D. Corré

6 Pamela Daley

7 Robert L. Friedman

8 Joseph D. Gatto

9 Marcia Greenberger

10 Paul G. Haaga, Jr.

11 James E. Nevels

12 Jeremy Nowak

13 David Perla

Past Distinguished Jurist Lectures

14 Hon. Carolyn Berger

15 Brian G. Cartwright

16 Hon. William B. Chandler III

17 Hon. Harry T. Edwards

18 Kenneth R. Feinberg

19 Hon. Jack B. Jacobs

20 Hon. Lewis A. Kaplan

21 Hon. Myron T. Steele

22 Hon. Leo E. Strine, Jr.

23 Daniel K. Tarullo

24 Hon. E. Norman Veasey

10 12119

5 6 7 8

18 201917

1 3 42

14 15 1613

21 2422 23

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 strengthen 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

ACADEMIC 35

36 INSTITUTE FOR LAW AND ECONOMICS ACADEMIC 37

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

2 Sir John Mummery, Court of Appeal of England and Wales

3 Hon. Travis Laster, Delaware Court of Chancery

4 Hon. Jack B. Jacobs, Delaware Supreme Court

5 Paul Davies, Jesus College, University of Oxford

6 Sir Michael Briggs, Court of Appeal of England and Wales, and Hon. Leo E. Strine, Jr., Delaware Court of Chancery

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

22JUDGING CORPORATE LAW CONFERENCE

ILE co-sponsored this conference on comparative corporate law with the University of Oxford. This event brought together judges from the U.K. and the U.S. to discuss similarities and differences in how they decide corporate law cases.

Session IICapital Structure II: Exchange Offers: What degree of coercion, if any, is it permissible to introduce into an exchange offer to bondholders, in order to overcome hold-out objections? How do/should courts review such offers?

Asseìnagon Asset Management SA v Irish Bank Resolution Corp.Katz v Oak Industries, Inc.

Sir Michael Briggs, Court of Appeal of England and WalesHon. Leo E. Strine, Jr., Delaware Court of Chancery

Session IIIPiercing the Corporate Veil: What is understood by “piercing the corporate veil”? Is there a judicial power to do this in appropriate circumstances? If so, what do such circumstances look like?

Midland Interiors Inc. v BurleighVTB Capital PLC v Nutritek International Corp.

Hon. Kevin J. Carey, U.S. Bankruptcy Court, District of DelawareSir John Mummery, Court of Appeal of England and WalesHon. John W. Noble, Delaware Court of Chancery

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

Dahl v Bain Capital PartnersPrinciple Capital Investment Trust PLC

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

Session VTakeover Issues II: Making a bid using confidential information. What remedies, if any, are available against a party who has made use of confidential information to make a takeover bid?

Martin Marietta Materials, Inc. v Vulcan Materials CompanyVercoe v Rutland Fund Management Ltd.

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

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31 May 2013

University of Pennsylvania Law School

Jointly sponsored byJohn H. Armour, Hogan Lovells Professor of Law and Finance, Oriel College, University of OxfordEdward B. Rock, Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law SchoolInstitute for Law and Economics, University of Pennsylvania

Session ICapital Structure I: Legal Capital: What are the constraints on redemption of redeemable shares? How are these constraints imposed, and to what extent may parties modify them by contract? How are questions of valuation of corporate assets approached for the purposes of applicability of these constraints?

Barclays Bank PLC v British & Commonwealth Holdings PLCSV Investment Partners LLC v Thoughtworks Inc.

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


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22PENN/NYU CONFERENCE ON LAW AND FINANCE

February 28 and March 1 2014University of Pennsylvania Law School

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 UniversityStephen Choi, NYU School of Law, New York UniversityJill E. Fisch, University of Pennsylvania Law SchoolItay Goldstein, The Wharton School, University of PennsylvaniaDavid Yermack, NYU Stern School of Business, New York University

Session IDo Private Firms Invest Differently than Public Firms? Taking Cues from the Natural Gas IndustryErik Gilje, The Wharton School, University of PennsylvaniaJérôme P. Taillard, Carroll School of Management, Boston College

CommentatorTodd Henderson, University of Chicago Law School

8-9 February 2013New 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 UniversityJill E. Fisch, University of Pennsylvania Law SchoolItay Goldstein, The Wharton School, University of Pennsylvania

Session ICompetition for Managers, Corporate Governance and Incentive CompensationViral Acharya, NYU Stern School of Business, CEPR, NBERMarc Gabarro, Erasmus UniversityPaolo Volpin, LBS, CEBR

CommentatorJames Spindler, The University of Texas at Austin School of Law

ModeratorWilliam W. Bratton, University of Pennsylvania Law School

Session IISymbolic Corporate Governance PoliticsMarcel Kahan, NYU School of Law, New York UniversityEdward Rock, University of Pennsylvania Law School

CommentatorDaniel Wolfenzon, Columbia Business School


Session IIIQuadratic Voting as Efficient Corporate GovernanceEric A. Posner, University of Chicago Law SchoolE. Glen Weyl, University of Chicago Law School

CommentatorDavid Yermack, NYU Stern School of Business, New York University

ModeratorStephen Choi, NYU School of Law, New York University

Session IVInformed Options Trading prior to M&A Announcements: Insider Trading?Patrick Augustin, Desautels Faculty of Management, McGill University

ModeratorWilliam T. Allen, NYU Stern School of Business and NYU School of Law, New York University

Session IIConcentrated Ownership Revisited: Idiosyncratic Value and Agency CostsZohar Goshen, Columbia Law SchoolAssaf Hamdani, Hebrew University of Jerusalem

CommentatorAlex Edmans, The Wharton School, University of Pennsylvania

ModeratorItay Goldstein, The Wharton School, University of Pennsylvania

Session IIIExecutive Compensation and Corporate Governance in the US: Perception, Facts and ChallengesSteven N. Kaplan, The University of Chicago Booth School of Business

CommentatorHolger Spamann, Harvard Law School


Menachem Brenner, NYU Stern School of Business, New York UniversityMarti Subrahmanyam, NYU Stern School of Business, New York University

CommentatorVic Khanna, University of Michigan Law School

ModeratorStephen Choi, NYU School of Law, New York University

Session VThe Separation of Funds and Managers: A Theory of Investment Fund Structure and RegulationJohn Morley, Yale Law School

CommentatorMartijn Cremers, University of Notre Dame, Mendoza College of Business

ModeratorJill E. Fisch, University of Pennsylvania Law School

Session VIAre stock-financed takeovers opportunistic?B. Espen Eckbo, Tuck School of Business, Dartmouth College

CommentatorEric Talley, University of California, Berkeley, School of Law


Session IVHow Do Retail Investors Choose Funds? An ExperimentJill E. Fisch, University of Pennsylvania Law SchoolTess Wilkinson-Ryan, University of Pennsylvania Law School

CommentatorWei Jiang, Mays Business School, ModeratorGeoffrey Miller, NYU School of Law, New York University

Session VThe Disciplinary Effects of Proxy ContestsVyacheslav Fos, College of Business, University of Illinois at Urbana-Champaign

CommentatorRobert Thompson, Georgetown University Law Center

ModeratorMarcel Kahan, NYU School of Law, New York University

Session VISecured Credit ExternalitiesBarry Adler, NYU School of Law, New York UniversityVedran Capkun, HEC Paris

CommentatorMark Jenkins, The Wharton School, University of Pennsylvania

Session VIIShareholder Empowerment and Bank BailoutsDaniel Ferreira, London School of EconomicsDavid Kershaw, London School of Economics

CommentatorPhilipp Schnabl, NYU Stern School of Business, New York University


Session VIIITransparency and Talent Allocation in Money ManagementSimon Gervais, The Fuqua School of Business, Duke UniversityGünter Strobl, Frankfurt School of Finance and Management

CommentatorRyan Bubb, NYU School of Law, New York University

ModeratorMichael L. Wachter, University of Pennsylvania Law School

ModeratorRyan Bubb, NYU School of Law, New York University

Session VIISoft Shareholder ActivismDoron Levit, The Wharton School, University of Pennsylvania

CommentatorFrank Partnoy, University of San Diego School of Law

ModeratorMichael L. Wachter, University of Pennsylvania Law School

Session VIIIVirtual Ownership and Managerial Distance: The Governance of Industrial FoundationsHenry Hansmann, Yale Law SchoolSteen Thomsen, Copenhagen Business School

CommentatorYaniv Grinstein, Cornell University, Johnson Graduate School of Management

ModeratorYakov Amihud, Stern School of Business, New York University

1 Erik Gilje, The Wharton School.

2 Martijn Cremers, University of Notre Dame, Mendoza College of Business.

3 B. Espen Eckbo, Tuck School of Business, Dartmouth College.

4 Yakov Amihud, NYU Stern School of Business.

5 Front row: Jesse M. Fried, Harvard Law School; Eric Posner, University of Chicago Law School; Edward B. Rock, University of Pennsylvania Law School. Middle row: Henry T.C. Hu, University of Texas at Austin School of Law; John Morley, Yale Law School; Michal Barzuza, University of Virginia School of Law. Back row: David Kershaw, London School of Economics; Daniel Wolfenzon, Columbia Business School; Philipp Schnabl, NYU Stern School of Business.

6 Ryan Bubb, New York University School of Law; Albert Choi, University of Virginia School of Law.

7 Edward B. Rock, University of Pennsylvania Law School, and Steven N. Kaplan, The University of Chicago Graduate School of Business.

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22ILE/WHARTON FINANCE SEMINARS

APRIL 3, 2014

Bank Corporate Governance: A Paradigm for the Post-Crisis World (co-authored with Jonathan Macey)Maureen O’Hara, Robert W. Purcell Professor of Finance, Johnson Graduate School of Management, Cornell University

Legislation tends to follow crisis, and the myriad corporate scandals in the prior decade led to a heightened awareness of the role played by corporate governance. In the aftermath of Enron, Tyco, and other high profile failures, Sarbanes-Oxley focused on the internal controls of firms and the risks that poor governance imposed on the market. In the aftermath of the recent financial crisis, Dodd-Frank unleashed a plethora of changes for markets, with restrictions on what banks can do, who can regulate them, how they should be liquidated, mortgage and insurance reform, and consumer protection. Surprisingly, the duties required of bank directors per se were not a focus of specific attention in either Act. We believe the role that bank corporate governance issues played in the financial crisis is not inconsequential and that, as suggested by the recent JPMorgan Chase Whale fiasco, these bank corporate governance issues pose an on-going risk to the financial markets. Hence, bank corporate governance in the post-crisis era warrants careful review.

OCTOBER 10, 2013

Money Market Funds Run Risk: Will Floating Net Asset Value Fix the Problem? (co-authored with Christopher M. Gandia)Jeffrey N. Gordon, Richard Paul Richman Professor of Law, Co-Director Millstein Center for Global Markets and Corporate Ownership, Columbia Law School

The instability of money market mutual funds, a relatively new form of financial intermediary that connects short term debt issuers with funders that want daily liquidity, became manifest in the financial crisis of 2007-2009. One common reform proposal has been to substitute “floating NAV” for “fixed NAV,” on the view that MMF run risk was strongly affected by the potential to arbitrage between the “true” value of MMF assets and the $1 fixed NAV. We find that the stable/accumulating distinction explains none of the cross-sectional variation in the run rate among these funds. Instead, two other variables are explanatory: yield in the period immediately prior to Lehman week, which we take as a proxy for the fund’s portfolio risk, and whether the

commentatorsWilliam W. Bratton, Penn LawDoron Levit, Wharton FinanceJill E. Fisch, Penn LawChristian Opp, Wharton Finance

fund’s sponsor is an investment bank, which we take as proxy for sponsor capacity to support the fund. We then argue that these findings indicate that other stability-enhancing reforms are necessary.

commentatorsJill E. Fisch, Penn LawItay Goldstein, Wharton FinanceCharles W. Mooney Jr., Penn LawCecilia Parlatore Siritto, Wharton Finance

1 Jeffrey N. Gordon, Columbia Law School.

2 Maureen O’Hara, Samuel Curtis Johnson Graduate School of Management, Cornell University

1 2


2 2CURRICULAR PARTNERSHIPS

The Institute for Law and Economics also engages in curricular partnerships that serve the educational mission of Penn Law School. ILE 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 2014

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

FALL 2013

LAW 902-001Challenges Facing the General CounselJill E. Fisch, Bruce N. Kuhlik, and Helen P. Pudlin

SPRING 2013

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

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

SPRING 2012

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

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

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

1 Richard Hall, Cravath, Swaine & Moore LLP.

2 George A. Casey, Shearman & Sterling LLP.

3 Michael L. Wachter, University of Pennsylvania Law School; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP.

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22PUBLICATIONS AND PAPERS

Franklin Allen, Nippon Life Professor of Finance and Professor of Economics, The Wharton School Money, Financial Stability, and Efficiency (with E. Carletti and D. Gale), Journal of Economic Theory, 2014.

The IPO of Industrial and Commercial Bank of China and the ‘Chinese Model’ of Privatizing Large Financial Institutions (with J. Qian, S. Chan and M. Zhao), European Journal of Finance, forthcoming.

Stakeholder Governance, Competition and Firm Value, (with E. Carletti and R. Marquez), Review of Finance, forthcoming. Tom Baker, William Maul Measey Professor of Law and Health Sciences Putting the Health Back in Health Insurance (with Pavel Atanasov), Medical Care Research and Review, forthcoming 2014. Can Consumers Make Affordable Care Affordable? (with Eric Johnson, Ran Hassin, Allison Bajger, and Galen Treuer), PLOS ONE, 2013. You Want Insurance with That? Using Behavioral Economics to Protect Consumers from Add-On Insurance Products (with Peter Siegelman), Connecticut Insurance Law Journal, 2013.

William W. Bratton, Deputy Dean and Nicholas F. Gallicchio Professor of Law; Co-Director, Institute for Law and Economics Bankers and Chancellors (with Michael Wachter), Texas Law Review, forthcoming 2014. A Transactional Genealogy of Scandal from Milken to Enron to Goldman Sachs (with Adam Levitin), Southern California Law Review, 2013. A Theory of Preferred Stock (with Michael Wachter), University of Pennsylvania Law Review, 2013. Howard F. Chang, Earle Hepburn Professor of Law An Empirical Analysis of Cost Recovery in Superfund Cases: Implications for Brownfields and Joint and Several Liability (with Hilary Sigman), Journal of Empirical Legal Studies, forthcoming. Endogenous Decentralization in Federal Environmental Policies (with Hilary Sigman & Leah Traub), International Review of Law and Economics, 2014. The Effect of Allowing Pollution Offsets with Imperfect Enforcement (with Hilary Sigman), American Economic Review, 2011. Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science Administrative Law: The U.S. and Beyond, in James D. Wright, ed., International Encyclopedia of Social and Behavioral Sciences, 2d ed., Elsevier, forthcoming.

Capturing Regulatory Reality: Stigler’s The Theory of Economic Regulation (with Christopher Carrigan), in Steven Balla, Martin Lodge and Edward Page, eds., Oxford Handbook of the Classics of Public Policy, forthcoming. Performance Track’s Postmortem: Lessons from the Rise and Fall of EPA’s ‘Flagship’ Voluntary Program (with Jennifer Nash), Harvard Environmental Law Review, 2014.

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

Why Do Retail Investors Make Costly Mistakes?: An Experiment on Mutual Fund Choice (with Tess Wilkinson-Ryan), University of Pennsylvania Law Review, 2014.

Confronting the Peppercorn Settlement in Merger Litigation: An Empirical Analysis and a Proposal for Reform (with Steven Davidoff and Sean Griffith),Texas Law Review , forthcoming 2014.

Leave it to Delaware: Why Congress Should Stay out of Corporate Governance, Delaware Journal of Corporate Law, 2013.

Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School Information Diversity and Complementarities in Trading and Information Acquisition (with Liyan Yang), Journal of Finance, forthcoming. Speculation and Hedging in Segmented Markets (with Yan Li and Liyan Yang), Review of Financial Studies, March 2014. Trading Frenzies and Their Impact on Real Investment (with Emre Ozdenoren and Kathy Yuan), Journal of Financial Economics, August 2013. Lawrence A. Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law. Director Nominations, Delaware Journal of Corporate Law, 2014. Putting Stockholders First, Not the First-Filed Complaint (with Leo Strine, Jr. and Matthew C. Jennejohn), The Business Lawyer, 2013. Who Let You Into the House?, Wisconsin Law Review, 2012.

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, 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 Infrastructure, 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 Discounting and Criminals' Implied Risk Preferences (with Murat C. Mungan), forthcoming.

Does Anyone Get Stopped at the Gate? An Empirical Analysis of State Adoption of the Daubert Trilogy (with Eric Helland), Supreme Court Economic Review, 2012.

Listed below is a sampling of recently published papers and works 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.

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

Prejudgment Interest (with Jeff Colon), chapter 15 in Litigation Services Handbook: The Role of the Financial Expert, 5th Edition, 2012. George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences Stable Matching with Incomplete Information (with Qingmin Liu, Andrew Postlewaite and Larry Samuelson), Econometrica, March 2014. Incentive Compatibility and Differentiability: New Results and Classic Applications (with Ernst-Ludwig von Thadden), Journal of Economic Theory, September 2013. A Foundation for Markov Equilibria in Sequential Games with Finite Social Memory (with V. Bhaskar and Stephen Morris), Review of Economic Studies, July 2013. 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), 2013. The Bankruptcy Code’s Safe Harbors for Qualified Financial Contracts: Too Safe to Fail, Texas International Law Journal, 2014. The Truth about Shortfall of Intermediated Securities: Perspectives Under the Geneva Securities Convention, United States Law, and the Draft European Securities Directive, in Intermediated Securities: The Impact of the Geneva Securities Convention and the European Securities Law Directive, Cambridge University Press, 2013. David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School What do Consumers’ Fund Flows Maximize? Evidence from their Brokers’ Incentives (with Susan Christoffersen and Rich Evans), Journal of Finance, 2013.

Notes on Bonds: Liquidity at all Costs in the Great Recession (with Greg Nini and Krista Schwarz), Wharton School,Working Paper. Does Junior Inherit? Refinancing and the Blocking Power of Second Mortgages (with Philip Bond, Ronel Elul, and Sharon Garyn-Tal), Working Paper. Gideon Parchomovsky, Robert G. Fuller, Jr. , Professor of Law Intellectual Property Defenses (with Alex Stein), Columbia Law Review, 2014. Governing Communities by Auction, University of Chicago Law Review (with Abraham Bell), 2014.

Property Lost in Translation (with Abraham Bell), The University of Chicago Law Review, 2013. Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School Economic Models as Analogies (with Itzhak Gilboa, Larry Samuelson and David Schmeidler), Economic Journal, forthcoming. 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. Michael R. Roberts, William H. Lawrence Professor of Finance, The Wharton School A Century of Capital Structure: The Leveraging of Corporate America (with John Graham and Mark Leary), Journal of Financial Economics, forthcoming. Do Peer Firms Affect Corporate Capital Structure (with Mark Leary), Journal of Finance, 2014. Corporate Dividend Policies: Lessons from Private Firms (with Roni Michaely), Review of Financial Studies, 2012. Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law Adapting to the New Shareholder-Centric Reality, University of Pennsylvania Law Review, 2013. Shareholder Eugenics in the Public Corporation, Cornell Law Review, 2012. The Insignificance of Proxy Access (with Marcel Kahan), Virginia Law Review, 2011.

David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law Bankruptcy Law as a Liquidity Provider (with Kenneth Ayotte), University of Chicago Law Review, 2013.

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

Bankers and Chancellors (with William W. Bratton), Texas Law Review, forthcoming 2014. The Striking Success of the National Labor Relations Act, REGULATION, Spring 2014.

A Theory of Preferred Stock (with William W. Bratton), University of Pennsylvania Law Review, 2013. 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 Macroeconomic and Underpriced Risk Factors in the Returns from International Real Estate Securities, (with Andrey D. Pavlov and Eva M. Steiner), Real Estate Economics, forthcoming 2014. Borrowing Constraints to Homeownership in the Housing Boom, (with Irina Barakova and Paul Calem), Journal of Housing Economics, forthcoming 2014. Will Private Risk-Capital Return? The Dodd-Frank Act and the Housing Market (with Adam Levitin and Andrey Pavlov), Yale Journal on Regulations, 2012. 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, Wharton Private Equity Professor, Professor of Finance, The Wharton School Adverse Selection and Convertible Bonds (with Archishman Chakraborty), Review of Economic Studies, forthcoming. 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 45

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ASSOCIATE FACULTY

ASSOCIATE FACULTY 47

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

3 4

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22ASSOCIATE FACULTY

48 INSTITUTE FOR LAW AND ECONOMICS ASSOCIATE FACULTY 49

Franklin AllenNippon 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 BakerWilliam Maul Measey Professor of Law and Health Sciences

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

William W. BrattonDeputy Dean and 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, the Simizu Visiting Professor at the Faculty of Law of the London School of Economics, and a visiting professor at the Duke and Stanford law schools. He is a Research Associate of the European Corporate Governance Institute and in 2010 was the Anton Philips Professor at the faculty of law of the University of Tilburg. He has published many articles and book chapters on topics in corporate law, the theory of the firm, law and economics, and legal history, and is the editor of the leading law school casebook on corporate finance.

Howard F. ChangEarle Hepburn Professor of Law

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

Cary CoglianeseEdward B. Shils Professor of Law and Professor of Political Science

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

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 Economist, Financial Times, Bloomberg, Forbes, National Public Radio, and others. Professor Goldstein is an editor of the Review of Financial Studies. He has been an editor of the Finance Department in Management Science and an editor of the Journal of Financial Intermediation. He has been an academic visitor at the Federal Reserve Banks of New York, Philadelphia, and Richmond, and has served as an academic consultant of the Committee for Capital Markets Regulation. He was the co-founder and the first president of the Finance Theory Group. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in finance and economics. Prior to joining Wharton, Professor Goldstein has served on the faculty of Duke University’s Fuqua School of Business. He had also worked in the research department of the Bank of Israel, where he was in charge of the analysis of the current account of Israel.

Lawrence HamermeshRuby 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. Since 2013 he has been the Reporter for the American Bar Association Business Law Section’s Corporate Laws Committee, which supervises the drafting of the Model Business Corporation Act. He is a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware.

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

Richard J. Herring is the 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.

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

Jill E. FischPerry 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. FittsDean 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 GoldsteinProfessor of Finance, The Wharton School

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

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.

Robert W. HolthausenThe 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. Since 1998 he has served as the academic director of Wharton’s Mergers and Acquisitions program. Professor Holthausen’s research interests include the effects of management compensation and governance structures on firm performance, the effects of information on volume and prices, corporate restructuring and valuation, the effects of large block sales on common stock prices, and numerous other topics. He is widely published in both finance and accounting journals and is currently an editor of the Journal of Accounting and Economics. He is also the author of a detailed book on valuation entitled Corporate Valuation: Theory, Evidence and Practice.

Robert P. InmanRichard 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. KihlstromErvin Miller-Arthur M. Freedman Professor of Finance and Economics, Chairman, Finance Department, The Wharton School

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

Jonathan KlickProfessor 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.

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

Professor Mooney received his J.D. from Harvard Law School in 1972. He practiced law with the Oklahoma firm of Crowe and Dunlevy and as a partner of the New York firm of Shearman & Sterling. Professor Mooney joined the Penn faculty in 1986, and during 1999 and 2000 he served as Interim Dean of the Law School. From 1998 to 2000 and from 2008 to 2009 he served as Associate Dean for Academic Affairs. He is an active member of the American Law Institute and the American Bar Association. He served as a member of the Uniform Commercial Code Permanent Editorial Board Article 2 (Sales) Study Committee and also served as a reporter for that Board’s Article 9 (Secured Transactions) Study Committee and as a reporter for the Revised Article 9 drafting committee. He served as a member of the U.S. Security and Exchange Commission’s Advisory Committee on Market Transactions. Mooney was awarded the Distinguished Service Award, presented by the American College of Commercial Finance Lawyers. He is a Fellow and Director of the American College of Bankruptcy. He also served as U.S. Delegate and Position Coordinator (appointed by U.S. Department of State) at the Diplomatic Conference for the Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment, in Cape Town, South Africa. He also served as a U.S. Delegate for the UNIDROIT Geneva Securities Convention at the Diplomatic Conferences in Geneva. His current research centers on intermediated securities, sovereign debt restructuring, security interests in bankruptcy, and bankruptcy theory.

Robert H. MundheimUniversity 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. MustoRonald O. Perelman Professor in Finance, The Wharton School

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

Michael S. KnollTheodore 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. MailathWalter 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 Eonometric Society. He currently serves on the Council of the Econometric Society and served on the Council of the Game Theory Society 2005-2011, and was one of the founders of the journal Theoretical Economics. He is currently editor of Theoretical Economics, and has served as an associate editor or editorial board member of Econometrica, the Review of Economic Studies, the Journal of Economic Theory, Games and Economic Behavior, the International Economic Review, and Economic Theory. He was co-editor of the Econometric Society Monograph Series and has been a member of the Economics Advisory Panel of the National Science Foundation. His research interests include the organization of the firm, noncooperative game theory, evolutionary game theory, social norms, and the foundations of reputations, law, and authority.

22ASSOCIATE FACULTY


Gideon ParchomovskyRobert G. Fuller, Jr. Professor of Law

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

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

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

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

Michael R. Roberts is a tenured Professor of Finance at the Wharton School of the University of Pennsylvania and a Research Associate of the National Bureau of Economic Research. Professor Roberts earned his B.A. in Economics from the University of California at San Diego, and his M.A. in Statistics and Ph.D. in Economics from the University of California at Berkeley. His primary research is in the area of corporate finance and in particular: capital structure, investment policy, financial contracting, and payout policy. Recent work has examined issues at the intersection of macroeconomics and finance including the role of government borrowing in affecting the supply of credit to and investment behavior of corporations. His research has received several awards including two Brattle Prizes for Distinguished Paper published in the Journal of Finance, and Best Paper awards at the Financial Management Association and Southwestern Finance Association annual conferences. Professor Roberts has served on nine journal editorial boards and is currently the co-editor of the Journal of Finance.

In addition to his research, Professor Roberts has earned a number of teaching awards at the Wharton School including the David W. Hauk Award, multiple Excellence in Teaching awards, and a nomination for the Helen Kardon Moss Anvil Teaching Award. While at Duke University, he also won the Daimler-Chrysler Core Teaching Award at the Fuqua School of Business. He has taught undergraduate, M.B.A., Ph.D., and executive education courses in Finance, Economics, and Statistics. Prior to joining academia, Professor Roberts was a Financial Engineer at Financial Engineering Associates Inc. and a Senior Analyst for Regional Economic Research Inc.

Edward B. RockSaul 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 ShuldinerAlvin L. Snowiss Professor of Law ; Co-Director, Center for Tax Law and Policy

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

the editorial boards for several real estate journals. Dr. Wachter has been a member of the Advanced Studies Institute of the Homer Hoyt Institute since 1989. Wachter co-founded and is co-director of the Institute for Urban Research at Penn. She is author of more than 150 scholarly publications and is the recipient of several awards for teaching excellence at the Wharton School.

Amy WaxRobert Mundheim Professor of Law

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

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

Bilge Yılmaz is the Wharton Private Equity Professor and 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. Recently, he has written articles on corporate governance, credit rating agencies, hedge funds, private equity, security design, short-selling constraints, corporate bankruptcy, predatory lending and strategic voting.

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.

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

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

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

From 1998 to 2001, as Assistant Secretary for Policy Development and Research, U.S. Department of Housing and Urban Development, Dr. Wachter served as the senior urban policy official and principal advisor to the Secretary on overall HUD policies and programs. At Wharton, Dr. Wachter was Chairperson of the Real Estate Department and Professor of Real Estate and Finance from July 1997 until her 1998 appointment to HUD. She founded and currently serves as Director of Wharton’s Geographical Information Systems Lab. Dr. Wachter served as a member of the Board of Directors of the Beneficial Corporation from 1985 to 1998 and of the MIG Residential REIT from 1994 to 1998 and is currently on the Board of Advisors to Momentum Realty. She was the editor of Real Estate Economics from 1997 to 1999 and serves on

LECTURES 55

LECTURES

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.

FMC CorporationStephen FraidinJoel E. FriedlanderJoseph D. GattoGibson, Dunn & Crutcher LLPGoldman, Sachs & Co.Perry GolkinGrant & Eisenhofer P.A.Harkins Cunningham LLPLeon 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 LLPPotter Anderson & Corroon LLPAllan N. RauchRichards, Layton & Finger, P.A.Ropes & Gray LLPSchulte Roth & Zabel LLPSeyfarth Shaw LLPShearman & Sterling LLPSidley Austin 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 $24,999Air Products and Chemicals, Inc.Allen & Overy LLPApollo Global Management, LLCÀshe Capital Management, LLCAQR Capital Management, LLCBernstein Litowitz Berger & Grossmann LLPMartin J. BienenstockCadwalader, Wickersham & Taft LLPCovington & Burling LLPCravath, Swaine & Moore LLPCredit SuisseDebevoise & Plimpton LLPDechert LLPDelaware Department of StateE. I. du Pont de Nemours and CompanyMarcy EngelFidelity Management & Research CompanyJohn G. Finley


ILE INVESTORS 2013–2014

Members$5,000 to $9,999James H. AggerAirgas, Inc.Myron J. Resnick

DonorsUp to $4,999Joseph J. CarapietJohn DiTomo Christopher FouldsJeffrey GorrisMary J. GrendellEdmund KitchEric Klinger-Wilensky James A. OunsworthHelen P. PudlinJohn F. SchmutzKenneth W. Willman

INSTITUTE INVESTORS 55


22

Institute for Law & EconomicsUniversity of Pennsylvania

3501 Sansom Street, Philadelphia, PA 19104-6204215.898.7719, www.law.upenn.edu/ile/

September 2014

FOUNDED IN 1980, the Institute for Law and Economics at the University of Pennsylvania has an ambitious agenda that is timelier than ever. The study of law and economics remains the most rapidly growing movement in legal scholarship and jurisprudence. Under the sponsorship of the Law School, the Wharton School, and the Department of Economics in Penn’s School of Arts and Sciences, the Institute has played a leading role in this expanding field.

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

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

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

Funding for ILE comes from a diverse group of corporations, law firms, foundations, and individuals who endorse our work each year. Over the past decade, the Institute has more than tripled its donor base to provide ongoing support for its programs.

Michael L. Wachter, Co-DirectorWilliam B. and Mary Barb 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]

ile annual report 2013-2014

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roundtable programs

penns institute

corporate roundtable

financial management

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institutes programs

institutes board of

legal advisors