Complete List of Upcoming Events
June 20, 2013: "The Death of Corporate Reputation: Has Integrity Been Destroyed on Wall Street?"
May 15, 2013: "No Cure for Insomnia: Why the FCPA Keeps Corporate Executives Up At Night"
January 17, 2013: "Law and Economic Development: Perspectives on Growth in the BRICs"
February 14, 2012: Assessing Antitrust in the Obama Administration
October 6, 2011: "Business Roundtable v. SEC: The Future of Dodd-Frank and the Rulemaking Process?"
June 14, 2011: "The Gap between States’ Fiscal Obligations and their Funding and What to Do about It?"
December 6, 2010: "Lifecycle Investing: Are There Still Benefits From Leverage?"
May 11, 2010: "Citizens United: Mountain or Mole Hill?"
February 25, 2010: "Too Big to Save? How to Fix the U.S. Financial System."
November 12, 2009: "Proxy Access: Where Does it Stand?"
June 3, 2009: "The Global Financial Crisis and the U.S. Government’s Responses: An Assessment."
December 2, 2008: "Assessing the Financial Market Mess: Is There a Subprime Solution?"
October 30, 2008: "Lou Dobbs v. Sovereign Wealth Funds: How Will the New CFIUS Regulations Work and How Will They Effect National Security and Foreign Investment?"
June 13, 2008: "The Impact of the Credit Crunch on Corporate Transactions and Finance."
March 4, 2008: "Ethics and ideals in the practice of corporate law: The Lawyer-Statesman qua Lawyer-Gatesman."
January 16, 2008: "The Long Arm of the Law: Criminal and Civil Enforcement in Corporate Governance after Enron and the Backdating Scandal."
November 6, 2007: "Proxy Voting: Is the System Broken?"
June 4, 2007: "Executive Compensation: Where have we been, where are we now, and where are we going?"
December 5, 2006: "Tightening the Screws on Nonprofit Organizations."
October 4, 2006: "Dealing with the 'Eyeshades:' Accounting in the Post-Enron Era."
May 17, 2006: "Ethics and Professional Responsibility in Corporate and SEC Investigations."
October 18, 2005: "High Crimes or Misdemeanors: The Role of Criminal Law and Civil Enforcement in the Post-Enron Environment."
June 7, 2005: "A New Theory of Promissory Fraud."
January 10, 2005: "Shareholder Access to the Corporate Ballot Box and the Future of Federal State Relations in Corporate Law and Corporate Governance."
April 30, 2004: "Good Corporate Governance as Seen by Investors."
November 17, 2003: "State Law Contributions to Improved Corporate Governance and Fairer Securities Trading."
September 23, 2002: "Corporate Governance and Listing Standards."
December 17, 2001: "Lockups."
May 15, 2001: "Tracking Stock."
November 9, 2000: "Contract Interpretation in Acquisition Agreements: The Content of Material Adverse Change."
June 20, 2013
On June 20, 2013, the Yale Law School Center for the Study of Corporate Law will host an alumni breakfast program in New York entitled "The Death of Corporate Reputation: Has Integrity Been Destroyed on Wall Street?"
A panel of Jill E. Fisch '85, Perry Golkin Professor of Law and Co-Director, Institute for Law and Economics, University of Pennsylvania Law School; Jonathan A. Knee '88, Senior Managing Director, Evercore Partners; and Jonathan R. Macey '82, Samuel Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School, moderated by Roberta Romano '80, Sterling Professor of Law and Center Director, will focus on the provocative thesis of Prof. Macey's new book, "The Death of Corporate Reputation: How Integrity Has Been Destroyed on Wall Street, " which describes a transformation in American finance from a reputational model where customers were treated well and Wall Street financiers often took strong, decisive and costly steps to maintain their reputations, to the present state of affairs, in which customers are treated as one-off "counter-parties" to whom no duties are owed. The panel will explore the book's main thesis, which is that, to a large extent, this transformation was due to regulation. In particular, the panel will consider whether the changing business model can be related to the growth of reliance on regulation rather than reputation as the primary mechanism for protecting customers; and the increasing complexity of regulation, which made technical expertise rather than reputation the primary criterion on which customers choose who to do business with in today's markets? Further factors to be explored are: what, if any, was the effect of the change in organizational form from private partnerships to public corporations? Did a new "cult of personality" develop on Wall Street, in which the relevance of companies' reputations were replaced by the reputation of individual "rain-makers," as the basis for premium pricing of financial services? What can be done about this situation?; if regulation is a cause can it also be a solution? Is a similar transformation going on in law firm practice?
May 15, 2013
On May 15, 2013, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "No Cure for Insomnia: Why the FCPA Keeps Corporate Executives Up At Night."
Among the highest priorities of the United States Department of Justice (DOJ) and the United States Securities and Exchange Commission (SEC) over the past several years has been enforcement of the Foreign Corrupt Practices Act (FCPA), enacted in 1977 to prohibit U.S. Companies from making corrupt payments to foreign officials to obtain or retain business abroad. As a result, criminal and civil enforcement actions under the Act have proliferated in recent years, with increasingly harsh penalties being exacted, such as Siemens A.G.'s record $1.6 billion settlement. The DOJ and SEC recently released extensive FCPA guidelines setting forth the government's view of how the Act should be interpreted and exhorting corporations to cooperate with the government in FCPA investigations.
A distinguished panel comprised of Robert Khuzami, former Director of Enforcement, SEC; Jeffrey H. Knox, Chief, Fraud Section, Criminal Division, DOJ; Amy W. Schulman '89' Executive Vice President, General Counsel, and Business Unit Lead, Consumer Healthcare, Pfizer; and David M. Zornow '80, Global Head of the Litigation/Controversy practices at Skadden, Arps, Slate, Meagher & Flom LLP and Visiting Lecturer in Law, YLS, moderated by Kate Stith, Lafayette S. Foster Professor of Law, YLS, assessed the current state of play. Among the issues the panel considered are: How do the new FCPA guidelines change the landscape, if at all? How much benefit does a corporation obtain from making a voluntary disclosure to the government? What will be the impact of the whistleblower protections of Dodd-Frank? How can corporations effectively conduct due diligence with respect to FCPA risks when acquiring another company? How have recent decisions construed the jurisdictional reach of the Act over conduct occurring outside the U.S.? What happened in the sting operation prosecution of gun manufacturers? What are the greatest concerns of a multinational company's executives and legal counsel regarding its foreign operations and how can they be best addressed?
|From left: Robert Khuzami, Amy Schulman, Kate Stith, David Zornow, Jeffrey Knox|
January 17, 2013
On January 17, 2013, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Law and Economic Development: Perspectives on Growth in the BRICs."
One of the most important developments over the past several decades has been the rapid economic growth of large emerging markets, particularly China, which now contributes approximately 13% of world GDP (from 4% in 1992). A slow-down of growth in those nations would not only adversely effect the welfare of their domestic populations, which are a large proportion of the world population, but also would have a significant adverse effect on the global economy, which has increasingly relied on China as an engine for world economic growth. In the wake of the financial crisis engulfing developed Western economies in 2008-09, the economies of emerging nations initially appeared to be unaffected as growth continued apace. But as the developed economies have continued to experience acute economic distress, growth in emerging nations has also slowed.
A panel consisting of Robert Cooter, Herman F. Selvin Professor of Law and Faculty Co-Director, Law and Economics Program, University of California at Berkeley Law School; Stephen Roach, Senior Lecturer & Senior Fellow, Yale University Jackson Institute and former Chairman, Morgan Stanley East Asia and Chief Economist, Morgan Stanley; and Aleh Tsyvinski, Professor of Economics, Yale University; and moderated by Roberta Romano ’80, Sterling Professor of Law and Center Director, will discuss what is occurring in two key emerging markets, China and Russia and how does law, and corporate law in particular, contribute to growth. Among the questions the panel will consider are: What role does the legal system have, if any, to play in facilitating the economic development of those nations? Can China’s stunning growth of the past several decades be sustained? Is the Russian economy in crisis? How will the U.S. be affected by changing prospects of growth in these emerging nations?
|From left: Aleh Tsyvinski, Stephen Roach, Roberta Romano '80, Robert Cooter|
February 14, 2012
On February 14, 2012, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Assessing Antitrust in the Obama Administration."
President Obama campaigned on reviving antitrust enforcement, and over the last year his administration has vigorously challenged horizontal combinations. Most notably, the Administration successfully backed down AT&T’s proposed acquisition of T-Mobile and Nasdaq OMX ’s bid for NYSE Euronext, won a major victory in court in blocking H&R Block’s acquisition of TaxACT, and, for the first time in a decade, aggressively intervened in vertical combinations, including Google’s acquisition of ITA Software and Comcast’s assumption of control of NBC Universal. Last year, the FTC and DOJ also issued new horizontal merger guidelines, which dramatically differ from the prior guidelines that had been in effect since 1992. As we began the fourth year of the Administration, a panel of Shearman & Sterling LLP Partner and former DOJ deputy assistant attorney general Dale Collins, Yale Law School Edward J. Phelps Professor of Law George Priest and Georgetown Law School Professor of Law Howard Shelanski, who was Deputy Director of the Federal Trade Commission Bureau of Economics 2009-2011, assessed the direction that Obama antitrust had taken, and where it could be expected to go from here. Yale Law School Sterling Professor of Law and Center Director, Roberta Romano ’80, moderated.
|From left: Howard Shelanski, George Priest, Roberta Romano '80, Dale Collins|
October 6, 2011
On October 6, 2011, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Business Roundtable v. SEC: The Future of Dodd-Frank and the Rulemaking Process?"
On July 22, the U.S. Court of Appeals for the D.C. Circuit struck down the SEC’s proxy access rulemaking, which was authorized by Dodd-Frank, as "arbitrary and capricious" for failure to analyze the rule’s economic effects. In a scathing opinion, the Court agreed with nearly every contention of the plaintiff concerning the agency’s analysis. The Court stated that "the Commission inconsistently and opportunistically framed the costs and benefits of the rule; failed adequately to quantify the certain costs or to explain why these costs could not be quantified; neglected to support its predictive judgments; contradicted itself; and failed to respond to substantial problems raised by commenters." Business Roundtable v. SEC, No. 10-1305, p. 7.
A panel consisting of William Eskridge ’78, John A. Garver Professor of Jurisprudence, Yale Law School; Randall D. Guynn, Head, Financial Institutions Group, Davis Polk & Wardwell;
|From left: Jonathan Macey '82, Bruce Kraus '79, Roberta Romano '80, Randall Guynn, William Eskridge '78|
June 14, 2011
On Tuesday, June 14, 2011, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "The Gap between States’ Fiscal Obligations and their Funding and What to Do about It?"
The fiscal difficulties of the states, in particular, their ability to meet their future financial obligations for public employee pensions and health care benefits, has been an increasing focus of legislative activity and media attention. Under their own accounting rules, state and local governments have $1.3 trillion of unfunded liabilities, but a growing number of economists argue that the true funding gap is 2-3 times larger. This matter, as we know, has created tremendous political tensions. How did state government finance become so troubled, and can states alter or escape any of the liabilities, especially for pension and retiree health plans? YLS Sterling Professor of Law and Legal History John Langbein set the stage, drawing on his expertise in the federal regulation of private company pensions under ERISA and drafting of a parallel uniform act for public pensions, that all but two states have rejected. Joshua Rauh, Associate Professor of Finance at Northwestern University’s Kellogg School of Management provided an overview of his research that conveys the scope of the underfunding problem and the inadequacy of a number of policy options currently being considered, while University of Pennsylvania S. Samuel Arsht Professor of Corporate Law David Skeel drew on his expertise in bankruptcy law to consider policy options for the states, including creating a special chapter in the federal bankruptcy code for states. Roberta Romano ’80, Oscar M. Ruebhausen Professor of Law and Center director moderated.
|From left: John Langbein, David Skeel, Roberta Romano '80, Joshua Rauh|
December 6, 2010
On Monday, December 6, 2010, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Lifecycle Investing: Are There Still Benefits From Leverage?"
A panel of Ian Ayres 86, William K. Townsend Professor of Law, Yale Law School; Laura T. Starks, Chairman, Department of Finance and Charles E. and Sarah M. Seay Regents Chair in Finance, University of Texas at Austin, McCombs School of Business, and Edward A. Zelinsky ‘75, Morris and Annie Trachman Professor of Law, Benjamin Cardozo School of Law, Yeshiva University, focused on retirement investment strategies from the vantage point of the recent book, Lifecycle Investing, by Ian Ayres and Barry Nalebuff, Milton Steinbach Professor of Management at Yale School of Management. Roberta Romano ’80, Oscar M. Ruebhausen Professor of Law and Center director moderated.
Diversification is a well-known way of getting the proverbial free lunch: By spreading money across different kinds of investments, you can earn the same return with lower risk (or a higher return for the same risk). What if we are missing out on another free lunch? That free lunch, according to Ayres and Nalebuff is time diversification. In Lifecycle Investing, they develop tools that will allow investors to better diversify their portfolios across time. By using leverage when young—a controversial idea even were we not in an era of deleveraging— Ayres and Nalebuff contend that investors can substantially reduce lifetime risk while improving their returns. Among the issues the panel discussed how lifecycle Investing works, and whether it makes sense, especially given the increased volatility of stock returns in the recent past.
|From left: Laura Starks, Ian Ayres '86, Roberta Romano '80, Edward Zelinsky '75|
May 11, 2010
On Tuesday, May 11, 2010, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Citizens United: Mountain or Mole Hill?"
In Citizens United v. FEC, the Supreme Court overturned the limits Congress placed on independent campaign expenditures by corporations and other entities. The decision has provoked considerable controversy, both praised and reviled for its putting on the same footing the first amendment free speech rights of corporations and individuals. In addition, critics have contended that the decision will only exacerbate agency problems in corporate law, asserting that campaign expenditures are made to further managements’ and not shareholders’ interests. Is the controversy warranted or is it making a mountain out of a mole hill? Panelists Floyd Abrams‘60, Cahill Gordon & Reindel, LLP, who argued the case for the plaintiff Citizens United, and election law scholars Heather Gerken, YLS J. Skelly Wright Professor of Law and Sam Issacharoff ‘83, NYU Bonnie and Richard Reiss Professor of Constitutional Law, analyzed the issues raised by the opinion and its implications for future campaigns, along with potential legislative responses. Robert Post '77, Dean and Sol & Lillian Goldman Professor of Law moderated.
|From left: Sam Issacharof ‘83, Heather Gerken, Floyd Abrams ’60, Dean Robert Post ’77|
February 25, 2010
On Thursday, February 25, 2010, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Too Big to Save? How to Fix the U.S. Financial System."
The panel discussed the pending legislation on financial market and institution regulatory reform proposed in response to the financial crisis of 2008, starting from the vantage point of proposed solutions in the recent book by panelist Robert Pozen '72, Chairman, MFS Investment Management, with assessments of both the book’s and Congress’s proposals by Jeffrey E. Garten, Juan Trippe Professor in the Practice of International Trade, Finance, and Business and former Dean, Yale School of Management; and Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Center Director. The discussion covered, among other topics, the future regulation of hedge funds, financial derivatives and systemic risk, the reform of loan securitization and revision of bank capital requirements, as well as the possible merger of the banking agencies and the creation of the consumer financial products agency. Henry Hansmann '74, August E. Lines Professor of Law, moderated.
Click here for Elizabeth Leonard’s review of Robert Pozen’s "Too Big to Save" in Forbes.
|From left: Robert Pozen '72, Henry Hansmann '74, Jeffrey E. Garten, Roberta Romano '80, Dean Robert Post '77|
November 12, 2009
On Thursday, November 12, 2009, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Proxy Access: Where Does it Stand?"
The SEC is considering whether to adopt proposed regulation on shareholder proxy access. The pending proposals include adoption of a new rule, which would require public companies to include shareholders’ nominees for directors in the company’s proxy materials under specified circumstances, and amendments to its shareholder proposal rule, which would enable shareholders to include access proposals. The complexity, controversy and significance of the proposals for corporate governance has led a divided commission to delay a decision until after the upcoming proxy season. The panel discussed the implications of the SEC’s proposed regulations, and offer its best guess on what we can expect when it acts early next year. The panelists were: Alan L. Beller, Cleary Gottlieb, Steen & Hamilton LLP, former Director of the SEC’s Division of Corporation Finance; Robert Todd Lang '47, Weil Gotshal & Manges LLP and Charles M. Nathan '65, Latham and Watkins LLP, Co-Chairs of the Task Force on Shareholder Proposals, Committee on Federal Regulation of Securities, ABA Section of Business Law; and Christopher Young, Director of M&A Research of RiskMetrics Group, a leading provider of proxy advisory services. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Center Director, moderated.
|From left: Christopher Young, Charles Nathan '65, Roberta Romano '80, Robert Todd Lang '47, Alan Beller|
June 3, 2009
On Wednesday June 3, 2009, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "The Global Financial Crisis and the U.S. Government’s Responses: An Assessment." A panel of distinguished banking, business history and macro economists, Charles W. Calomiris, Henry Kaufman Professor of Financial Institutions, Columbia University Graduate School of Business, Gary B. Gorton, Frederick Frank Class of 1954 Professor of Management and Finance, Yale School of Management and Michael Woodford '80, John Bates Clark Professor of Political Economy, Columbia University Economics Department, explored the causes and consequences of the ongoing financial crisis, with the focus on assessing the efficacy of the government’s responses. Issues discussed included, which of the many new programs organized by the Fed and Treasury (such as, TARP I and II, TALF, PPIP) seem best suited to the job at hand; what policies or program components are missing from the government’s current portfolio of programs that are necessary for resolving the crisis and getting financial markets and institutions back on track; and what are the consequences of these developments for the role of the Federal Reserve Bank in the economy and the future of monetary policy? Roberta Romano '80, Yale Law School Oscar M. Ruebhausen Professor of Law and Center Director, moderated.
|From left: Charles W. Calomiris, Gary B. Gorton, Roberta Romano '80 and Michael Woodford '80.|
December 2, 2008
On Tuesday, December 2, 2008, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled, "Assessing the Financial Market Mess: Is There a Subprime Solution?"
The panel explored the causes and consequences of the financial market crisis that began with the meltdown in subprime mortgage lending and extended into the collapse of independent investment banks, and evaluated what has been and what remains to be done to resolve the crisis. Robert Shiller, Arthur M. Okun Professor of Economics and Professor, School of Management at Yale, addressed the issues from the vantage point of his new book, "The Subprime Solution, " and Ian Ayres '86, William K. Townsend Professor of Law and Jonathan R. Macey '82, Deputy Dean and Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law, provided their assessments of the situation as well as the efficacy of Professor Shiller's proposal. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Center Director moderated.
|From left: Ian Ayres '86, Roberta Romano '80, Robert Shiller, Jon Macey '82.|
October 30, 2008
On Thursday, October 30, 2008, the Yale Law School Center for the Study of Corporate Law hosted an alumni breakfast program in New York entitled "Lou Dobbs v. Sovereign Wealth Funds: How Will the New CFIUS Regulations Work and How Will They Effect National Security and Foreign Investment?" The program panelists were Stephen R. Heifetz, Deputy Assistant Secretary for Policy Development, Department of Homeland Security; Warren G. Lavey, Skadden, Arps, Slate, Meagher & Flom LLP; J. Welby Leaman '96, Senior Advisor, Inward Investment Policy, U.S. Treasury Department; David M. Marchick, Managing Director for Global Government and Regulatory Affairs, The Carlyle Group and Brad W. Setser, Fellow for Geoeconomics, Council on Foreign Relations. Roberta Romano '80, Yale Law School Oscar M. Ruebhausen Professor of Law and Center Director, moderated.
In March 2006, Dubai Ports World (DPW) announced it was exiting the port operator business in the United States, after having come under heavy public and congressional criticism for acquiring a British company that held terminal leases at several U.S. ports. The Committee on Foreign Investment in the United States (CFIUS) had reviewed DPW’s ill-fated acquisition and allowed it to proceed. The DPW controversy undermined public confidence in CFIUS, which, for nearly two decades, had been reviewing certain foreign acquisitions of U.S. businesses to identify any risks to U.S. national security.
Now two-and-a-half years later, CFIUS has gone through four waves of reform: (1) the U.S. government agencies that comprise CFIUS revised their internal procedures in 2006; (2) bipartisan majorities in Congress passed the Foreign Investment & National Security Act of 2007, which amended the Exon-Florio legislation of 1988; (3) in January 2008, President Bush amended the Executive Order in which President Reagan had charged CFIUS with duties under Exon-Florio; and (4) the U.S. Treasury Department issued revised CFIUS regulations for public comment on April 21 and is expected to make them final soon.
After all this reform, how does "CFIUS 2.0" work? A panel drawn from the U.S. government, the investment/legal community, and academia focused especially on the new regulations and their effect on U.S. national security and foreign investors in the United States. Among the topics the panel addressed the following:
- What the CFIUS rules are for sovereign wealth funds and government-controlled investment,
- How CFIUS defines foreign “control” of U.S. businesses,
- What types of transactions filed with CFIUS have raised national security considerations, and
- How CFIUS compares with the investment review processes that have recently been proliferating in other countries.
|From left: Warren Lavey, Stephen Heifetz, Roberta Romano '80, Welby Leaman '96, David Marchick, Brad Setser.|
June 13, 2008
On June 13, 2008, the Center hosted an alumni breakfast program on "The Impact of the Credit Crunch on Corporate Transactions and Finance" with panelists: Hon. William B. Chandler III '79 LLM, Chancellor of the Delaware Court of Chancery; Mitchell S. Presser '89, Paine & Partners LLC; and Eric Robinson '83, Wachtell Lipton Rosen & Katz. Roberta Romano '80, YLS Oscar M. Ruebhausen Professor of Law and Center Director moderated.
Since the summer of 2007 we have been experiencing severe dislocation in credit markets, as credit difficulties starting in the subprime mortgage sector have spread across financial institutions and markets, including the leveraged loan market. One fallout has been the disintegration of acquisitions by private equity funds along with recourse to courts to resolve the soured deals.
The panel explored the impact of the credit crunch on corporate transactions and finance - how we got to where we are today and where are we likely to be going? In addition to reviewing recent trends in private equity and the current market environment, the panel dissected the litigation over the collapse of the buyout of United Rentals, including how the drafting and negotiation of merger agreements have been affected, whether we should expect more or less litigation over failed deals in the future, how long we can expect current conditions to last, and what, if any are the regulatory implications.
|From left: Roberta Romano '80, Mitchell S. Presser '89, William B. Chandler III '79 LLM and Eric Robinson '83.|
March 4, 2008
The center held an alumni breakfast program on "Ethics and ideals in the practice of corporate law: The Lawyer-Statesman qua Lawyer-Gatesman." The program panelists were Anthony T. Kronman '75, YLS Sterling Professor of Law; Siri S. Marshall '74, Corporate Director and former General Counsel, General Mills, Inc.; and Michael S. Solender '89, General Counsel, The Bear Stearns Cos. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Center Director, moderated.
As we reach the 5th anniversary of the Sarbanes-Oxley and NYSE governance reforms, it would seem to be timely to take stock of the changing role of the corporate lawyer: what are the challenges and opportunities faced by corporate practitioners, and what are and should be the goals and objectives of a distinguished career in corporate law, in the dynamic business and professional environment of the post-Enron era? More specifically, how can the corporate bar best apply its skills, leadership and vision to achieve the high goals and objectives embedded in Sarbanes-Oxley and the NYSE governance reforms and to help ensure that our system of corporate governance and law, and the institutions which support that system, remain vibrant and strong while remaining true to the best traditions and legacy of the profession? The panel discussion explored the ideals and ethical considerations that are paramount in the practice of corporate law in the post-Enron reforms environment, from the perspective of both inhouse corporate counsel and outside counsel to a corporation and its various affiliated actors, and considered what roles remain for the Lawyer-Statesman and the Lawyer as Gatekeeper (the "Lawyer Gatesman") in the practice of corporate law.
|From left: Anthony Kronman '75, Dean Harold Hongju Koh, Roberta Romano '80, Siri Marshall '74 and Michael Solender '89.|
January 16, 2008
The center held an alumni breakfast program in Washington DC on, "The Long Arm of the Law: Criminal and Civil Enforcement in Corporate Governance after Enron and the Backdating Scandal." The program panelists were James Doty '69, Partner, Baker Botts LLP; Roberta Romano '80, Oscar M. Ruebhausen Professor of Law at YLS and Director of the Center; Kate Stith, Lafayette S. Foster Professor of Law at YLS and Linda Chatman Thomsen, Director, Division of Enforcement, United States Securities and Exchange Commission. John Morley '06, John R. Raben/Sullivan & Cromwell Executive Director of the Center, moderated.
Beginning with Enron and continuing through the options backdating scandal, civil and criminal enforcement have played a more important role in corporate governance than ever before. Coupled with the requirements of Sarbanes-Oxley, the government's investigative approach has increasingly pushed corporate counsel into monitoring, rather than advisory roles. The panel considered whether this increased level of enforcement is justified, and where civil and criminal enforcement are headed. It explored a number of specific questions: Will Congress' recent efforts to control corporate waivers of attorney-client privilege empower defendants? Should enforcement agencies pressure corporate investigation targets to waive attorney-client privilege? What has been the impact of the SEC's new requirement that enforcement staff submit penalty ranges to the Commission for review prior to negotiating the penalties with defendants? Has enforcement authorities' discretion become too great? Can it be limited by Congress or the courts? What is the appropriate enforcement response to complex corporate transactions and compensation practices, such as options backdating, for which there could be reasonable disagreement regarding the appropriate accounting treatment? And are sentencing disparities based on cooperation rather than culpability just?
|From left: Dean Harold Koh, Roberta Romano '80, Kate Stith, James Doty '69, Linda Chatman Thomsen and John Morley '06.|
November 6, 2007
|From left: Erik R. Sirri, Henry Hu '79, Roberta Romano '80, Charles M. Nathan '65 and Dean Harold Koh.|
A number of concerns have recently been raised about the proxy voting process, with nightmare scenarios of "over-voting," "empty voting," undisclosed investors "morphing into corporate equities just to gain voting rights," and failure to obtain quorums or elect directors under "majority voting" director election requirements. While these concerns have largely been directed against activist institutions, passive institutions' voting is also under scrutiny, given the market dominance of the proxy advisory services firm ISS, whose recommendations, under some estimates, are followed by 40% of institutional votes. The concerns implicated by these issues are not purely technical, but also substantive, as Delaware corporate law is premised on the integrity of director elections, and questions arise in economic theory regarding the efficacy of shareholder voting when voting rights do not follow economic rights. These issues have also been the subject of interest by the SEC and Congress, with an SEC roundtable discussion on proxy voting mechanics in May 2007, and a GAO report to the members of the House reviewing the SEC's examination of proxy advisory services in June 2007. The panel explored whether concerns about the proxy voting process are well founded, and what, if any, are the implications for corporate and securities law.
June 4, 2007
The Center held an alumni breakfast program on "Executive Compensation: Where have we been, where are we now, and where are we going?" Compensation packages of corporate executives have been a focus of considerable media attention in recent years, not only when they have been received by executives of underperforming firms or departing executives but also because of their sheer size. Whether as a consequence of this coverage or not, compensation has become one of the hot button issues for activist investors. Fueling the fire over executive pay is the reporting that several hundred firms are under investigation for stock option backdating. In 2006 the SEC adopted new enhanced disclosure requirements for executive compensation, which came into effect this past proxy season. In addition, activist institutions such as labor union funds have sponsored “say on pay” shareholder proposals at several firms which would pass CEO compensation by shareholders for their approval, and the U.S. House of Representatives has passed a bill that requires such shareholder votes.
The panel provided a variety of perspectives on executive compensation – where we have been, where we are now, and where we are or should be going – in the shadow of what we have learned from the just completed proxy season. More specifically, the panel considered whether executive compensation is broken as some critics contend? Are corporate executives paid too much or too little? What is the effect of executive performance incentives on shareholder value and economic growth? What role should be played by regulation in the area of executive compensation? What is the shareholders’ role in the compensation process? Where do benchmarking and compensation consultants fit in? What will the impact on executive compensation be of the current trend of increasing involvement by shareholders and regulators in the compensation process? What will the impact of that involvement be on the vitality of the public corporation as the principal form of doing business in the U.S.?
Speakers were: Steven Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, University of Chicago Graduate School of Business; Pearl Meyer, Senior Managing Director, Steven Hall & Partners; John W. White, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission; and John C. Wilcox, Senior Vice President and Head of Corporate Governance, TIAA-CREF. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Center director moderated.
|From left: John Wilcox, Pearl Meyer, Roberta Romano '80, John White and Steven Kaplan.|
December 5, 2006
The Center held an alumni breakfast program on "Tightening the Screws on Nonprofit Organizations." The program panelists were: Robert A. Boisture '79, Caplin & Drysdale, co-convenor of the Legal Framework Work Group for Independent Sector and adviser to the Committee on Legislation and Regulations of the Council on Foundations; Sharon H. Cott '85, Senior Vice President, Secretary and General Counsel, Metropolitan Museum of Art, member of the Legal Framework Work Group for Independent Sector and Adviser to the ALI; Dietrich Snell '82, Deputy Attorney General for Public Advocacy, State of New York, responsible for the state’s Charities Bureau, among the most active in the nation in policing the affairs of nonprofit organizations; and Gerson A. Zweifach '79, Williams & Connolly LLP, counsel for Richard Grasso in the litigation over executive pay at the (then nonprofit) New York Stock Exchange. Henry Hansmann '74, Augustus E. Lines Professor of Law, who has written extensively on the law and economics of nonprofit organizations, moderated.
The great attention being paid to corporate governance in the business world has a strong parallel in the world of nonprofit organizations. Concern about the management of nonprofit institutions was sparked some years ago by several high-profile scandals, such as those involving United Way and Adelphi University. It was deepened by a spate of transactions in which, in the course of converting large nonprofit health insurance companies, hospitals, and HMOs to for-profit form, billions of dollars in charitable assets were diverted to private hands. And it’s now been given further momentum by the scandals, and subsequent efforts at reform, in corporate governance among business corporations. The panel explored some of the resulting developments, including new legislation and more active enforcement at both the state and federal levels.
|From left: Robert Boisture '79, Sharon Cott '85, Dietrich Snell '82, Gerson Zweifach '79, Henry Hansmann '74, and Dean Harold Koh.|
October 4, 2006
The Center held an alumni breakfast program on "Dealing with the "Eyeshades": Accounting in the Post-Enron Era." The program panelists were: Rick Antle, William S. Beinecke Professor of Accounting, Yale School of Management; Jonny Frank '83 LLM, PricewaterhouseCoopers and Senior Faculty Fellow, Yale School of Management; Robert Giuffra, Jr. '87, Sullivan & Cromwell; and Daniel L. Goelzer, Member, Public Company Accounting Oversight Board. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Center Director, moderated. The discussion covered the following issues: how litigation over accounting fraud has changed post-Andersen/SOX; to what extent implementation of section 404 has closed the distance between annual audits and forensic audits; the relation between option backdating, accounting rules and criminal proceedings; the uneasy relation between the U.S. sentencing guidelines' compliance criteria and SOX criteria for antifraud programs and internal controls; waiver of attorney-client privilege in investigations and routine audits; and the import of liability caps in audit contracts.
|From Left: Roberta Romano '80, Daniel Goelzer, Robert Giuffra, Jr. '87, Jonny Frank '83 LLM and Rick Antle.|
May 17, 2006
The Center's tenth Breakfast was entitled, "Ethics and Professional Responsibility in Corporate and SEC Investigations." The panelists were Gandolfo V. DiBlasi '78, Partner, Sullivan & Cromwell; Jonathan R. Macey '82, Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law; and Linda Thomsen, Director; U.S. Securities and Exchange Commission Division of Enforcement; Roberta Romano '80, Oscar Ruebhausen Professor of Law and Center Director moderated.
The program focused on the responsibilities of lawyers involved in representing clients in SEC investigations, in enforcement proceedings, and in private litigation in which the client conducts internal investigations. The nature and scope of lawyers' professional obligations to corporate officers and directors, the conflicts that may arise among the defense lawyers who represent individual corporate officers, boards of directors, and the company in a particular investigation, and the interaction between official investigations and work product privileges were among the issues discussed.
|From left: Roberta Romano '80, Linda Thomsen, and Vince DiBlasi '78.|
October 18, 2005
The Center held a Breakfast on "High Crimes or Misdemeanors: The Role of Criminal Law and Civil Enforcement in the Post-Enron Environment." The panelists were Stephen M. Cutler '85, Wilmer Cutler Pickering Hale and Dorr LLP, and former Director, SEC Division of Enforcement, 2001-05; Kate Stith, Lafayette S. Foster Professor of Law, Yale Law School; and Craig M. Wasserman '86, Wachtell Lipton, Rosen & Katz; Roberta Romano '80, Oscar M. Ruebhausen Professor of Law, Yale Law School moderated.
In the wake of the collapse of Enron and the enactment of the Sarbanes-Oxley Act, numerous criminal and civil enforcement actions have been brought against managers of corporations and financial institutions. The severity of both civil and criminal sanctions has dramatically increased. Moreover, transactions that only a few years earlier appeared to be acceptable, albeit aggressive conduct in an industry and arguably would have been subject at most to civil sanctions, in the post-Enron climate have resulted in criminal prosecutions, producing considerable uncertainty for managers and corporate counsel.
|From left: Craig M. Wasserman '86, Roberta Romano '80, Stephen M. Cutler '85 and Kate Stith.|
What is the proper division of responsibility among federal and state regulatory and prosecutorial authorities? Do recent enforcement actions threaten efficiency and critical competitive creativity in some industries? What is the appropriate regulatory or prosecutorial response to complex corporate transactions for which there was reasonable disagreement regarding the appropriate accounting treatment? Are recent stark sentencing disparities based on cooperation with authorities rather than culpability just? And are the Andersen decision and Scrushy verdict harbingers of the future?
|From left: Roberta Romano '80, Ian Ayres '86, Ralph Winter '60 and Alan Schwartz '64.|
The topic discussed at the Center's eighth Breakfast was "A New Theory of Promissory Fraud." Ian Ayres '86, William K. Townsend Professor of Law, presented at the breakfast and Alan Schwartz '64, Sterling Professor of Law, and the Hon. Ralph K. Winter '60, Sr. Judge, U.S. Court of Appeals, Second Circuit, and Professor (Adjunct) of Law, served as commentators. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law, moderated.
|From left: Roel Campos, Jon Macey '82 and Robert Todd Lang '47.|
The topic of the Center's seventh Breakfast was "Shareholder Access to the Corporate Ballot Box and The Future of Federal State Relations in Corporate Law and Corporate Governance." The speaker was The Honorable Roel C. Campos, U. S. Securities and Exchange Commission. Robert Todd Lang '47, Weil, Gotshal & Manges LLP, was the commentator. Jonathan R. Macey '82, Sam Harris Professor of Law, Corporate Finance, and Securities, moderated.
April 30, 2004
|From left: William Goetzmann, Alan Schwartz '64, Mark J.P. Anson and Burt Denton.|
The Center held a Breakfast on "Good Corporate Governance as Seen by Investors." The speakers were: Mark J. P. Anson, Chief Investment Officer for the California Public Employees' Retirement System (CalPERS); Burt Denton, President of Providence Capital, Inc.; William Goetzmann, Edwin J. Beinecke Professor of Finance and Management Studies and Director, International Center for Finance at Yale School of Management; and Alan Schwartz, '64 Sterling Professor of Law moderated.
November 17, 2003
The Center's fifth Breakfast program entitled “State Law Contributions to Improved Corporate Governance and Fairer Securities Trading,” featured Eliot Spitzer, the Attorney General of the State of New York as the principal speaker, with commentary by Jonathan Macey '82, then Visiting Professor of Law at Yale Law School. Dean Anthony T. Kronman '75 introduced the panelists and Alan Schwartz '64, Sterling Professor of Law, served as moderator.
|From left: Anthony Kronman '75, Jonathan Macey '82, Eliot Spitzer and Alan Schwartz '64.|
September 23, 2002
The Center sponsored a Breakfast program entitled, "Corporate Governance and Listing Standards." The panelists were Richard Bernard, Executive Vice President and General Counsel, New York Stock Exchange; Robert Todd Lang '47, Weil, Gotshal & Manges LLP; Roberta Romano '80, Allen Duffy/Class of 1960 Professor of Law, Yale Law School. Dean Anthony Kronman '75 moderated.
December 17, 2001
The third Breakfast sponsored by the Center was entitled "Lockups," with presentations by Ian Ayres '86, William K. Townsend Professor of Law, and Stephen Fraidin '64, partner, Fried, Frank, Harris, Shriver & Jacobson. Alan Schwartz '64, Director of the Center and Sterling Professor of Law, moderated.
|May 15, 2001
The Center sponsored its second breakfast in New York on May 15, 2001. The program consisted of a discussion on "Tracking Stock" with panelists Roger Aaron '68 of Skadden, Arps, Slate, Meagher & Flom and Yale Law School Professor Henry Hansmann '74.
|November 9, 2000
On November 9, 2000, the Center initiated an Alumni Breakfast series in New York, which was attended by YLS area alumni. The program consisted of a panel discussion of "Contract Interpretation in Acquisition Agreements: The Content of Material Adverse Change," by Arthur Fleischer, Jr. '58 of Fried, Frank, Harris, Shriver & Jacobson and YLS Professors Ian Ayres '86 and Alan Schwartz '64, with moderator YLS Professor and Center Director Roberta Romano '80.