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CORPORATE L AW

Yale PRINTED AUGUST 2015 CORPORATE LAW

Yale Law School has an illustrious tradition in business law. Starting in the nineteenth century with Simeon Baldwin, the leading railroad lawyer of his day, continuing with , the leading contract scholar at the outset of the twentieth century, and through the legal realists of the 1920s to 1940s, Yale Law School’s business law faculty was key to the School’s emergence as a leading center of teaching and scholarship in law.

Today, the international preeminence of Yale’s business law faculty continues to be widely acknowledged, with four business law faculty members who are past presidents of the American Law & Economics Association and eight who have been elected to the American Academy of Arts & . The Yale Law School Center for the Study of PANELS, SYMPOSIA, CONFERENCES CORPORATE LAW Corporate Law is a focal point of activity in The Center hosts panel discussions, symposia, business law at the Law School. It was created and conferences on timely topics, such as the in 1999 and was the first organization of its Fall 2013 Sullivan & Cromwell Conference kind at a U.S. law school. The wide-ranging on Challenges in Global Financial Services. objective of the Center is to enrich the intel- Other past events include: lectual life of the Law School in the business ■ “What Do Transactional Lawyers Do?” law area by enhancing the quality of students’ educational experience and of faculty research ■ “How to Craft a Career in Corporate Law” through greater exposure to and engagement ■ “Lawyering and the Financial Crisis” with contemporary business law issues. The ■ “What Does a General Counsel Do?” Center is directed by Roberta Romano ’80, of Law at Yale Law School. ■ “Careers in Consulting”

■ “Industry Perspectives on the Global Financial Crisis” Corporate Law Center ■ Yale Symposium on Corporate Governance Activities COLLOQUIUM LECTURES The Marvin A. Chirelstein Colloquium on The Center hosts two named lectures, the John Contemporary Issues in Law and Business, R. Raben/Sullivan & Cromwell Fellow Lecture a limited enrollment course, brings leading and the Judge Ralph Winter Lectureship on members of the corporate bar and business Corporate Law and Governance, and additional and investment communities, judges, and lectures throughout the year that feature a wide regulators to the Law School to discuss new range of speakers, including international and practice and regulatory issues. domestic scholars, members of the bar and business community, and government officials. WORKSHOPS The Bert W. Wasserman Workshop in Law ROUNDTABLES and Finance brings faculty from Yale and The Weil, Gotshal & Manges Roundtables are other universities to the Law School to present one-day events that seek to foster a dialogue their research. on the important business law issues of the day through presentations of scholarly papers and ALUMNI BREAKFASTS panel discussions. Leading corporate lawyers, The Center sponsors the Craig Wasserman members of the business and investment ’86/Wachtell, Lipton, Rosen & Katz breakfast communities, public officials and scholars program for alumni in New York City that participate in the roundtables. features panel discussions on current topics in business law by members of the bar and business and investment communities, public officials, and faculty. Corporate Law Center George L. Priest Edward J. Phelps Professor of Law and Economics Faculty and Affiliated Faculty and Kauffman Distinguished Research Scholar YALE LAW SCHOOL in Law, Economics, and Entrepreneurship ’86 Roberta Romano ’80 William K. Townsend Professor of Law Sterling Professor of Law and Director, Yale Law School Center for John M. Duff, Jr. Professor of Law the Study of Corporate Law Henry B. Hansmann ’74 Alan Schwartz ’64 Oscar M. Ruebhausen Professor of Law Sterling Professor of Law Christine Jolls AFFILIATED FACULTY Gordon Bradford Tweedy Professor of Rick Antle Law and Organization of Management (SOM), Alvin K. Klevorick William S. Beinecke Professor of Accounting Deputy Dean and John Thomas Smith Professor Judith A. Chevalier of Law and Professor of Economics SOM, William S. Beinecke Professor of Anthony T. Kronman ’75 Finance and Economics Sterling Professor of Law Stanley J. Garstka John H. Langbein SOM, Professor in the Practice of Management Sterling Professor Emeritus of Alan Gerber Law and Legal History Political and , Yair Listokin ’05 Charles C. and Dorathea S. Dilley Professor of Shibley Family Fund Professor of Law Political Science and Professor of Jonathan R. Macey ’82 Gary B. Gorton Sam Harris Professor of Corporate Law, SOM, Frederick Frank Class of 1954 Professor of Corporate Finance, and Securities Law Management and Finance Daniel Markovits ’00 Timothy Guinnane Professor of Law Economics, Philip Golden Bartlett Professor of John D. Morley ’06 Economic History Associate Professor of Law Kalin Kolev Robert C. Post ’77 SOM, Assistant Professor of Accounting Dean and Sol & Lillian Goldman Professor of Law Naomi Lamoreaux Economics and History, Stanley B. Resor Professor of Economics and History Alina Lerman SOM, Assistant Professor of Accounting Andrew Metrick Jeffrey A. Sonnenfeld SOM, Deputy Dean for Faculty Development SOM, Senior Associate Dean for Executive and Michael H. Jordan Professor of Finance and Programs and Lester Crown Professor in Management the Practice of Management Barry Nalebuff Matthew Spiegel SOM, Milton Steinbach Professor of Management SOM, Professor of Finance Sharon M. Oster Shyam Sunder SOM, Frederic D. Wolfe Professor of Management SOM, James L. Frank Professor of Accounting, and Entrepreneurship Economics, and Finance Benjamin Polak Jacob Thomas Economics and SOM, Provost, SOM, Williams Brothers Professor of William C. Brainard Professor of Economics and Accounting and Finance Professor of Management Heather E. Tookes Robert J. Shiller SOM, Professor of Finance Economics and SOM, Sterling Professor X. Frank Zhang of Economics SOM, Professor of Accounting Student Organizations Career Services YALE LAW & BUSINESS SOCIETY Yale Law School’s Career Development Office The Yale Law & Business Society (YLBS) (CDO) provides a wide array of services to serves as a center for members of the Law support student interest in corporate law. School community interested in many aspects Through CDO’s two interview programs, of business, including entrepreneurship, students secure summer and post-graduate corporate law, corporate social responsibility, employment with preeminent law firms and and regulation. YLBS is a very active businesses from around the world. CDO organization, hosting lectures, panels, also coordinates numerous career education workshops, conferences, and networking programs focused on corporate law such as events throughout the year. the annual Law Firm Practice Area Forum with attorneys representing more than 25 YALE JOURNAL ON REGULATION areas of law firm practice, including securities, The Yale Journal on Regulation is a law mergers and acquisitions, and cross-border journal that publishes in-depth scholarly transactions. articles by professors and legal practitioners twice a year, on a broad range of topics CDO career counselors provide one-on-one including corporate and securities law, advising to students and alumni exploring financial regulation, environment, energy, corporate opportunities. CDO’s Law Firm utilities, health care, telecommunications, Practice and Lawyers in Business guides bankruptcy, tax, information technology, introduce students to corporate law career and antitrust. Respected by academics and paths. And through the Law School’s alumni attorneys alike, the Yale Journal on Regulation is mentor network, YLS Career Connections, one of the top 20 specialized law journals students can locate and learn from alumni in in the . business settings. Joint Degrees JOINT JD-MBA Students may also apply to pursue a JD-MBA ACCELERATED INTEGRATED JD-MBA over four years, with the Yale School of Yale Law School and the Yale School of Management or another business school. This Management offer a combined three-year program is particularly well-suited for students JD-MBA designed for students interested in who decide to pursue a JD-MBA in their business law–related practice as well as second year of law school and cannot apply to in careers as entrepreneurs and managers the three-year program. Interested students in business and nonprofit organizations. should apply to the Law School and the other The program enables students to master the program separately. After matriculating at the analytical and quantitative skills necessary Law School, students may petition a faculty to solve complex legal and business challenges, committee for approval of their four-year joint along with “softer” but equally essential degree, which will be considered on a case-by- skills involving negotiation and teamwork, case basis. which are invaluable for successful careers in business law-related practice, as well as in JD-PHD IN FINANCE social entrepreneurship and nonprofit manage- The joint JD-PhD program with the School of ment. Students are fully immersed in the Management is intended for students wishing required curriculum and community life at each to pursue a career in business law teaching. school and will graduate with their entering The program is structured to permit course class at both the Law School and School of requirements to be completed in four years. Management. Application to the program may The expectation is that law students will apply be made simultaneous to the student’s initial for admission to the School of Management’s application to the Law School or during the graduate program in their first year of law student’s first year at the Law School. school, but they may apply at any time. Business Law Courses Ethical, Legal and Social Responsibilities of Institutional Investors The course offerings in business law at Yale Federal Income Taxation are wide-ranging and interdisciplinary. In-House Lawyering: Ethics In addition to developing familiarity with Insurance and Public Policy the institutional landscape covered in core International Business Transactions substantive law courses, students considering International Commercial Arbitration pursuing a career as a transaction lawyer or International Investment Law corporate litigator need to master a set of International Trade Law in a Globalizing World basic analytical skills in financial accounting, Law and Economics of Corporate Control Law, Economics, and Organization finance, microeconomics, and statistics. Law of Mergers and Acquisitions The Law School offers courses in financial Legal Accounting accounting and finance on a regular basis. Negotiated Mergers and Acquisitions Law students can also enroll in Nonprofit Organizations Clinic and School of Management courses in Quantitative Corporate Finance microeconomics and statistics. Regulation of Financial Institutions and Recent courses have included: Activities after the Financial Crisis Secured Credit Advanced Deals Workshop: Securities Regulation Public Company M & A Specialized Legal Research: Corporate Law Advanced Issues in Capital Markets: Start-Ups and the Law Role of Counsel for Issues and Taxation of Business Intermediaries Underwriters in an IPO U.S. International Taxation Anatomy of a Merger White-Collar Criminal Defense: Antitrust Law, Ethics, and Strategy Applied Corporate Finance Working with Intellectual Property: Banking Law and Regulation Patents and Trade Secrets Bankruptcy Behavioral and Institutional Economics Business Organizations For more information on corporate law Capital Markets activities at Yale Law School, please visit Challenges of a General Counsel the website of the Yale Law School Center Colloquium on Contemporary Issues in for the Study of Corporate Law at Law and Business www.law.yale.edu/ccl. For more information Community and Economic Development on joint degree programs, please visit Corporate Finance www.law.yale.edu/jointdegreecorporate. Corporate Management Corporate Governance Corporate Reorganization in Bankruptcy Yale Law School Corporate Taxation Office of Admissions Drafting and Negotiating Merger and 127 Wall Street Acquisition Transactions New Haven, 06511 Empirical Law and Economics [email protected] Ethics in Law and Markets www.law.yale.edu PRINTED AUGUST 2015