Law & Economics
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INSTITUTE FOR LAW & ECONOMICS 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 Annual REPoRt 2010–11 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 Message from the Co-Chairs: 1 our country’s businesses and financial institutions. Board of Advisors: 2 Message from the Dean: 4 he Institute’s programs have become increasingly relevant and important in this Message from the Co-Directors: 5 challenging economic climate, focusing on the issues that the academic, legal, and business communities care about. today the Institute enjoys an outstanding Roundtable Programs: 7 T international reputation for the excellence of its programs, where leaders in Corporate Roundtable, Spring 2011: 8 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 Corporate Roundtable, Fall 2010: 10 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 Corporate Roundtable, Spring 2010: 12 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 Corporate Roundtable, Fall 2009: 12 is to broaden and diversify our foundation, and once again we have realized that goal. off the Record, Spring 2009: 14 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: George A. Casey (Shearman Corporate Roundtable, Spring 2009: 14 & Sterling LLP); Scott C. Goebel (Fidelity Management & Research Company); Kenneth A. Lefkowitz (Hughes Hubbard & Reed LLP); John J. Suydam (Apollo Global Management, Panel Programs: 17 LLC); and Christopher Young (Credit Suisse). these accomplished individuals will greatly Chancery Court Programs, Spring 2011: 18 enhance the work of the Institute and broaden the composition of our Board. We would also like to welcome Seyfarth Shaw LLP as an ILE sponsor, through long-standing board Insights from Practice: 20 member, Marshall B. Babson. All of the members of our Board give graciously to the Institute, not just financially but also of their time Lectures: 23 and expertise, and we are grateful for their contributions. Very special thanks must be given to ILE Benefactors Bob Law and Entrepreneurship: 24 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 Distinguished Jurist: 28 sincere appreciation to each of them. Bill Bratton, Jill Fisch, and Michael Wachter continued to be truly outstanding as co-directors of the Past Lectures: 30 Institute. the co-directors’ dedication to all aspects of the Institute’s work and their ability to come up with timely Academic Events: 33 programs and attract the ideal participants to make every program an unqualified success are why ILE is world- renowned as the forum for interesting dialogue on topical issues for corporations and their financial and legal nYU/Penn Conference, Spring 2011: 34 advisors. Penn/nYU Conference, Spring 2010: 34 Charles “Casey” Cogut ILE/Wharton Finance Seminars: 36 Simpson Thacher & Bartlett LLP Publications and Papers: 38 Joseph B. Frumkin Sullivan & Cromwell LLP Associate Faculty: 41 September 2011 Institute Investors: 48 message from the co-chairs 1 BOARD OF ADVISORS CORPORATE ROUNDTABLE 1 Bill Anderson 19 Dan O’Donnell 2 Marshall Babson 20 Mort Pierce 3 Lou Bevilacqua 21 Allan Rauch 4 George Casey 22 Martha Rees James H. Agger Robert L. Friedman Roy J. Katzovicz Peter G. Samuels Proskauer rose llP 5 Isaac Corré 23 Victoria Silbey chair, 1994-2001 chair, 2001-2007 Chief Legal Officer 1 2 3 4 Retired Senior Vice President, Senior Managing Director Pershing square capital management, l.P. new York, nY General Counsel and Secretary the Blackstone group l.P. new York, nY 6 Bob Friedman 24 David Silk air Products and chemicals, inc. new York, nY Victoria E. Silbey 7 25 allentown, Pa Bruce N. Kuhlik Senior Vice President-Legal, Dennis Friedman Bruce Silverstein Joseph B. Frumkin Executive Vice President and Chief Legal Officer 8 26 Richard B. Aldridge co-chair, 2008- General Counsel sungard data systems inc. Eric Friedman Gil Sparks morgan, lewis & Bockius llP sullivan & cromwell llP merck & co., inc. wayne, Pa 9 Joel Friedlander 27 Heidi Stam Philadelphia, Pa new York, nY whitehouse station, nJ David M. Silk 10 Joe Gatto 28 John Suydam William D. Anderson, Jr. Joseph D. Gatto Mark Lebovitch wachtell, lipton, rosen & Katz new York, nY Managing Director Chairman of Investment Banking Bernstein litowitz Berger & 11 Scott Goebel 29 Marc Weingarten goldman, sachs & co. Americas grossmann llP new York, nY Barclays capital new York, nY Bruce L. Silverstein 12 Mark Greene 30 Chris Young new York, nY Young conaway stargatt 5 6 7 8 Marshall B. Babson Kenneth A. Lefkowitz & taylor, llP 13 Perry Golkin seyfarth shaw llP Scott Goebel hughes hubbard & reed llP wilmington, de new York, nY Senior Vice President and General Counsel new York, nY 14 Paul Haaga fidelity management & research A. Gilchrist Sparks III Louis J. Bevilacqua company Simon M. Lorne morris, nichols, arsht & 15 Cynthia Kane cadwalader, wickersham & taft llP Boston, ma Vice Chairman and Chief Legal Officer tunnell llP new York, nY millennium management llc wilmington, de 16 Roy Katzovicz Perry Golkin new York, nY Fred Blume Advisory Partner Heidi Stam 17 Sy Lorne Chairman Emeritus Kohlberg Kravis roberts & co. Alan M. Miller Managing Director and Blank rome llP new York, nY Co-Chairman General Counsel 18 Alan Miller Philadelphia, Pa innisfree m&a incorporated Vanguard Stuart M. Grant new York, nY wayne, Pa 9 10 11 12 Daniel H. Burch grant & eisenhofer P.a. Chairman & CEO wilmington, de G. Daniel O’Donnell Hon. Leo E. Strine, Jr. macKenzie Partners, inc. dechert llP Chancellor new York, nY Mark I. Greene Philadelphia, Pa delaware court of chancery cravath, swaine & moore llP wilmington, de George A. Casey new York, nY James E. Odell shearman & sterling llP Managing Director John J. Suydam new York, nY Paul G. Haaga, Jr. the depository trust and Chief Legal Officer Chairman of the Board clearing corporation apollo global management, llc Charles I. Cogut capital research and management new York, nY new York, nY co-chair, 2008- company simpson thacher & Bartlett llP los angeles, ca James A. Ounsworth Hon. E. Norman Veasey new York, nY Managing Director Chief Justice, Supreme Court of John G. Harkins, Jr. s consulting group Delaware, 1992-2004 13 14 15 16 17 18 Isaac D. Corré chair, 1980-1990 Philadelphia, Pa weil, gotshal & manges llP Senior Managing Director harkins cunningham llP new York, nY, and wilmington, de eton Park capital management Philadelphia, Pa Morton A. Pierce new York, nY dewey & leBoeuf llP Marc Weingarten Leon C. Holt, Jr. new York, nY schulte roth & Zabel llP Stephen Fraidin Retired Vice Chairman and Chief new York, nY Kirkland & ellis llP Administrative Officer Allan N. Rauch new York, nY air Products and chemicals, inc. Vice President – Legal and Gregory P. Williams allentown, Pa General Counsel richards, layton & finger, P.a. Joel E. Friedlander Bed Bath & Beyond inc. wilmington, de Bouchard margules & friedlander William B. Johnson union, nJ wilmington, de Chairman Emeritus Donald J. Wolfe, Jr. whitman corporation Martha L. Rees Potter anderson & corroon llP Dennis J. Friedman chicago, il Vice President and wilmington, de 19 20 21 22 23 24 gibson, dunn & crutcher llP Assistant General Counsel new York, nY Brendan R. Kalb e. i. du Pont de nemours Christopher Young General Counsel & company, inc. Managing Director and Head of the Eric J. Friedman aQr capital management, llc wilmington, de Contested Situations Practice Executive Partner greenwich, ct credit suisse skadden, arps, slate, meagher & Myron J. Resnick new York, nY flom llP Cynthia B. Kane Retired Senior Vice President and new York, nY Special Assistant to the Secretary of State Chief Investment Officer delaware department of state allstate insurance company wilmington, de northbrook, il 25 26 27 28 29 30 2 institute for law and economics Board of adVisors 3 MESSAGE FROM THE DEAN MESSAGE FROM THE CO-DIRECTORS For over twenty years, the Institute for Law and Economics has successfully the Institute for Law and Economics continues to be the legal academy’s demonstrated the benefits of a cross-disciplinary perspective. most dynamic corporate law program. ts programs provide a model for how to build bridges between disciplines by creating ties between schools, his year we renewed our commitment to making ILE a leading venue for encounters among prominent between faculty members, between students, and between experts in the field from around the world. ILE corporate practitioners, lawmakers, and academics, and for conversations across academic disciplines. combines Penn’s greatest strengths in the Law School, the Wharton School, and the Department of Economics o ur Fall Corporate Roundtable investigated a range of questions concerning hedge funds—their investment to focus on complex questions that concern all of these fields.t he Institute proves that when you bring the T policies, contractual structures, and regulatory challenges. our Spring Roundtable returned to bankruptcy I to cover developments under Chapter 11 and financial company resolution under recent financial reform legislation. 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. The financial crisis loomed large in this year’s public programs.