Corporate Governance Global Research Trip to Frankfurt & Brussels 2016
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University of Pennsylvania Carey Law School Penn Law: Legal Scholarship Repository Comparative Corporate Governance and Financial Regulation Select Seminar Papers Spring 2016 Corporate Governance Global Research Trip to Frankfurt & Brussels 2016 Daniel Velasquez Escobar University of Pennsylvania Do Hee Jeong University of Pennsylvania Konstantinos Georgiou University of Pennsylvania Supawich Sirikanchana University of Pennsylvania Benjamin Lee University of Pennsylvania Follow this and additional works at: https://scholarship.law.upenn.edu/fisch_2016 Repository Citation Escobar, Daniel Velasquez; Jeong, Do Hee; Georgiou, Konstantinos; Sirikanchana, Supawich; and Lee, Benjamin, "Corporate Governance Global Research Trip to Frankfurt & Brussels 2016" (2016). Comparative Corporate Governance and Financial Regulation. 12. https://scholarship.law.upenn.edu/fisch_2016/12 This Report is brought to you for free and open access by the Select Seminar Papers at Penn Law: Legal Scholarship Repository. It has been accepted for inclusion in Comparative Corporate Governance and Financial Regulation by an authorized administrator of Penn Law: Legal Scholarship Repository. For more information, please contact [email protected]. CORPORATE GOVERNANCE GLOBAL RESEARCH TRIP TO FRANKFURT & BRUSSELS 2016 REPORT 1 Table of Context Introduction……………………………………………………………………………………….... 3 Day 1: Arrival to Frankfurt…………………………………………………………………... 4 Day 2: 1st Presentations Day………………………………………………………………… 5 Day 3: 2nd Presentations Day……………………………………………………………….. 7 Day 4: ECB and Frankfurt tour……………………………………………………………... 9 Day 5: 1st day in Brussels …………………………………………………………………….. 11 Day 6: 2nd day in Brussels …………………………………………………………………… 12 “Special thanks to UPenn and to Mr. John Gassenheimer for their contribution for the realization of this trip”. 2 CORPORATE GOVERNANCE GLOBAL and their interest in the topic and RESEARCH SEMINAR FRAMEWORK resume or CV. By Daniel Velázquez Escobar Out of 22 applicants, eleven UPenn he Global Research Seminar on students were chosen. The UPenn Comparative Corporate students were Katherine Belton, David Governance and Financial Block, Sophia Dai, Konstantinos RegulationT (“GRS”) was designed by Georgiou, Do Hee Jeong, Benjamin Lee, Penn Law professor Jill Fisch and Supawich Sirikanchana, Travis Tipton, Goethe University professor Brigitte Daniel Velazquez Escobar, Clara Wang, Haar. The purpose of the seminar was Tyler Winters. It was at that point to compare corporate governance when this experience started. During regulation and structures between the the Fall semester the seminar met United States and Germany. The once a week and in November we premise was that the differences of received in Philadelphia our German both legal systems might arise many partners. The end goal was to work comparative points of the approaches together with your partner on of two countries. developing a paper and a presentation where they were going to compare a The International Program Office of particular corporate governance topic Penn Law encouraged students to between Germany and US. Therefore, apply unique opportunity to learn during the spring break (March 5-12, about cutting-edge issues in corporate 2015), students from Penn Law were governance and financial regulation going travel to Frankfurt to meet with from a global perspective. The course their German partners and to present was open to 2L, 3L, and LLM students their research projects jointly to the and the prerequisites included having seminar. In addition, the plan for the taken the Corporations class (or for group was to travel to Brussels for the LLM’s description of their meetings with important stakeholders corporations exposure), a short and to engage in field research on EU personal statement describing their corporate law and financial regulation. reasons for wanting to take this class 3 EU TRIP the building is a reminiscence of several stages of the German history. Day 1: Arrival to Frankfurt In 1920 it was the headquarters of the Sunday, March 06, 2016 IF Farben the world largest drug and By Daniel Velázquez Escobar The first stop of the field trip was Frankfurt. All Penn students arranged their own travel arrangements and met together on Sunday March 6th. The German Partners arranged a welcome committee at the Frankfurt airport in order to receive some of the UPenn students. That day the whole chemical conglomerate at that time. group visited the Goethe University During the Second World War, it was and had a guided tour through the part of the research developing campus. buildings. After the second world war, the allied troops occupied the building and established there the American Headquarters of General Dwight D. Eisenhower. Following the German unification the State Hesse bought the land and the building for the University of Frankfurt. As the guided tour followed, we got aware of the architectural and esthetical beauty of The tour started in front of the the Goethe University Campus. Finance Institute of the Goethe New buildings University and followed to the IG and historic Farben Buiding. That six square wings buildings where and nine floors building complex was surrounded by built in 1928-1930 and had an green areas and interesting history to tell. free spaces with The building had very two interesting beautiful historical facts. The first being that the gardens, like the architectural design, made by Hans Korean garden Polzig, was so particular that in order located just behind the institute of to look taller the height of the floors finance. The day ended with a nice decreases from bottom to top creating dinner at the Sturm & Drang an optical effect. The second was that restaurant, located on campus. 4 Day 2: 1st Presentations Day Monday, March 07, 2016 By Do Hee Jeong The first day of presentations began overview of how corporate law and early at 8:45 AM sharp with the warm financial regulations were made in each introduction by Professor Haar at the respective country, followed by Sophia House of Finance at Goethe University. Dai and Christian Helfrich’s Over the course of the year, each Penn presentation on how corporate Law student worked with a German ownership structure and control partner to write a joint paper comparing mechanisms affect corporate the U.S. and German perspectives on a governance in the U.S. and Germany. given corporate governance topic. The Building from these broad contours, the presentations provided a constructive next presentation block focused on key forum to not only learn about the aspects that distinguish the two different aspects of corporate corporate governance systems. David governance in the two jurisdictions, but Block and Anne-Marie Gerstner also fully appreciate how closely compared the role of the board of intertwined these issues are with each directors, focusing on the benefits and other. This productive exchange opened disadvantages of one-tier and two-tier the program on a strong note. board structures. In addition, Konstantinos Georgiou and Fabian First, Supawich Sirikanchana and Brandt shed light on the implications of Sharareh Zand provided a broad having a stakeholder model in Germany, 5 as opposed to the more narrow comparative study of the two different shareholder-oriented system dominant legal systems. in the U.S. In addition to the presentations, the The remaining presentations focused on students were welcomed to the two particular issues in corporate university over a lunch reception with governance hotly discussed in both the Dean of the Law School, Dr. Ute countries: gender diversity and Sacksofsky who shared the unique executive compensation. First, Tyler history of Goethe University with the Winters and Madhuri Jacobs-Sharma Penn students. discussed the issue of gender diversity on corporate boards and efforts both the private and public sectors are putting into lessening the gender gap. Second, Daniel Velazquez Escobar and Moritz Reinhard analyzed the structure and legal framework of executive compensation in each country, followed by an in-depth case study of Mannesmann and Disney by Do Hee Jeong and Maurice Weidhass that highlighted possible governance failures that led to the two executive compensation schemes that received wide criticism in each respective country for their magnitude. At the end of each presentation, the students and professors had the opportunity to engage more deeply with the topics and ask questions to the presenters. During this fluid dialogue, the students were able to openly grapple with the challenging corporate governance issues confronting both countries and entertain solutions through the 6 Day 3: 2nd Presentations Day notion of Dual class stock in each Tuesday, March 08, 2016 country. Although both Germany and By Konstantinos Georgiou the US have introduced dual stock in their interior legal systems, they use On Tuesday, it was the second day of them in a different way. The the presentations; our day started at presentation examined the differences 10am at the Goethe University in a comparative way as well as their Frankfurt and our presentations efficiency in each country. continued at the House of Finance, room “Deutsche Bank”. At the end of The third presentation of the first the day, we were invited to go to a block made by Marvin Fechner and reception dinner at Morgan Lewis Travis Tipton, focused on the role of Frankfurt’s office. “Securities regulation and enforcement” under a comparative The presentations this day were perspective between American and organized