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5/29/15 Version National Business Law Scholars Conference June 4-­‐5, 2015 Seton Hall University School of Law One Newark Center 1109 Raymond Boulevard Newark, New Jersey 07102 THURSDAY, JUNE 4th 8:00-­‐8:45 8:45-­‐9:00 9:00-­‐10:15 10:15-­‐10:30 Registration & Breakfast (Room 273) Opening Remarks (Room 273) Timothy P. Glynn (Seton Hall University School of Law) Concurrent Panels Panel A (Room 270) Regulating Financial Markets Moderator and Discussant: Alexander Dill (Chicago-­‐Kent College of Law) • Gina-­‐Gail S. Fletcher (Indiana University Maurer School of Law), Conflict-­‐Based Market Manipulation • Joan MacLeod Heminway (The University of Tennessee College of Law), Curation and Crowdfunding: Creating a Sustainable Investment Market for the Masses • Anita K. Krug (University of Washington School of Law), Uncertain Futures in Evolving Financial Markets Panel B (Room 271) The Intersection of Business and Tax Law Moderator and Discussant: William E. Foster (University of Arkansas School of Law) • Eric C. Chaffee (The University of Toledo College of Law), Collaboration Theory: A Theory of the Tax Exempt Nonprofit Corporation • Ann Graham (Hamline University School of Law), Corporate Social Responsibility and Tax Inversions: Profitability, PR, and Politics Panel C (Room 272) Corporate Rights and Theory Moderator and Discussant: Michael Halberstam (SUNY Buffalo Law School) • Vince Buccola (The Wharton School, University of Pennsylvania), Toward a Federal Theory of the Firm: Corporate Rights and Organizational Neutrality • Joseph K. Leahy (South Texas College of Law), The Ultra Vires Solution to Citizens United • Elizabeth Pollman (Loyola Law School, Los Angeles), Constitutionalizing Corporate Law Break 5/29/15 Version 10:30-­‐11:45 Concurrent Panels Panel A (Room 270) Reimagining Securities Regulation Moderator and Discussant: Jeff Schwartz (University of Utah S.J. Quinney College of Law) • George S. Georgiev (UCLA School of Law), When Disclosure Vanishes: Re-­‐Thinking Materiality and Firm Size in Securities Regulation • Jonathan D. Glater (University of California, Irvine School of Law), Private Offerings and Public Ends: Reconsidering the Regime for Classification of Investors under the Securities Act of 1933 • Neal Newman (Texas A&M University School of Law), A Capital Formation Overhaul Panel B (Room 271) Mergers and Acquisitions Moderator and Discussant: Benjamin Means (University of South Carolina School of Law) • Adam B. Badawi (Washington University School of Law), Does the Quality of the Plantiff's Law Firm Matter in Deal Litigation? • Brian Broughman (Indiana University Maurer School of Law), Authorizing the Deal: Mergers versus Tender Offers • Andrew Tuch (Washington University School of Law), Justifying Limits on Investment Banks’ Self-­‐interest Panel C (Room 272) Exploring Corporate Governance Moderator and Discussant: Jay B. Kesten (Florida State University College of Law) • John F. Coyle (University of North Carolina School of Law), Mandatory Cumulative Voting in the Twenty-­‐First Century • Jeffrey Manns (George Washington University Law School), Rating the Independence of Outside Directors 11:45-­‐Noon Noon-­‐1:15 1:15-­‐2:30 2:30-­‐2:45 Travel to Lunch Venue Lunch and Keynote Address (The Newark Club) Troy A. Paredes (Harvard Law School) Plenary Panel (Room 273) The Extraterritorial Application of Federal Financial Market Regulation Moderator and Discussant: Eric C. Chaffee (The University of Toledo College of Law) • Colleen M. Baker (University of Illinois) • Sean J. Griffith (Fordham Law School) • Eric Pan (U.S. Securities and Exchange Commission) • Joshua T. White (University of Georgia Terry College of Business) Break 5/29/15 Version 2:45-­‐4:30 Concurrent Panels Panel A (Room 270) Securities Litigation Moderator and Discussant: William O. Fisher (University of Richmond School of Law) • Michael Halberstam (SUNY Buffalo Law School), The American Advantage in Civil Procedure? An Autopsy of the Deutsche Telekom Litigation • Michael Perino (St. John's University School of Law), Is the Price Right? An Empirical Study of Fee Setting in Securities Class Actions • David Zaring (The Wharton School, University of Pennsylvania), ALJs And The Problem of SEC Enforcement Discretion Panel B (Room 271) Comparative and International Business Regulation Moderator and Discussant: John Coyle (University of North Carolina School of Law) • Martin Gelter (Fordham University School of Law), Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law • Yuliya Guseva (Rutgers School of Law-­‐Newark), An Argument for More Centralized Capital Market Regulation: Judicial and Regulatory Expertise, Predictability, and Multiparty Cooperation • Tom C.W. Lin (Temple University Beasley School of Law), Financial Weapons of War 4:30-­‐4:45 Panel C (Room 272) Exploring Fiduciary Duties Moderator and Discussant: Elizabeth Pollman (Loyola Law School, Los Angeles) • Andrew Gold (DePaul University College of Law), Fiduciary Governance • Brent J. Horton (Fordham University Schools of Business), Modifying Fiduciary Duties in Delaware: Does It Work? • Sandra K. Miller (Widener University) & Karie Davis-­‐Nozemack (Georgia Institute of Technology, Scheller College of Business), Toward Consistent Fiduciary Duties for Publicly-­‐
Traded Entities • William A. Nelson (George Washington University Law School), Broker-­‐Dealer: A Fiduciary By Any Other Name? Break 5/29/15 Version 4:45-­‐6:00 6:00-­‐7:30 Concurrent Panels Panel A (Room 270) Insider Trading Moderator and Discussant: Joan MacLeod Heminway (The University of Tennessee College of Law) • Andrew Chin (University of North Carolina School of Law), Section 16(b) and the Promise of Legal Informatics • Zachary J. Gubler (Arizona State University Sandra Day O'Connor College of Law), Toward a Unified Theory of Insider Trading Law • Michael D. Guttentag (Loyola Law School Los Angeles), Harmonizing Disclosure Regulation and the Insider Trading Prohibition Panel B (Room 271) Delaware and Business Law Moderator and Discussant: Colleen M. Baker (University of Illinois) • J. Robert Brown (University of Denver Sturm College of Law), The Limits on Corporate Bylaws • Joshua P. Fershee (West Virginia University College of Law), The Ideological Polarization of the Business Judgment Rule: An Emerging Judicial Primacy? • Omari Scott Simmons (Wake Forest University School of Law), Delaware's Global Threat Panel C (Room 272) Investment Fund Regulation Moderator and Discussant: Jacob Hale Russell (Stanford Law School) • Wulf A. Kaal (University of Minnesota Law School), What Drives Dodd-­‐Frank Act Compliance Cost for Private Funds? • Cary Martin (DePaul University College of Law), Reducing Redundancy and Streamlining Investor Protection • Bernard S. Sharfman (George Mason University School of Management), Activist Hedge Funds in a World of Board Independence: Creators or Destroyers of Long-­‐Term Value? Reception (Atrium) 5/29/15 Version FRIDAY, JUNE 5th 7:15-­‐8:00 8:00-­‐9:00 9:00-­‐9:15 9:15-­‐11:00 Breakfast (2nd Floor Lobby) Concurrent Panels Panel A (Room 270) Business and Bankruptcy Law Moderator and Discussant: Matthew Bruckner (Howard University School of Law) • Pamela Foohey (Indiana University Maurer School of Law), Who Forgives Which Churches: Black Churches in Chapter 11 • Poonam Puri (Osgoode Hall Law School, York University), Directors' Duties, Environmental Obligations and Insolvency Panel B (Room 271) Business Law and Uncertainty Moderator and Discussant: Tracie Porter (Western State College of Law) • Cathy Hwang (Stanford Law School) & Benjamin P. Edwards (Michigan State University College of Law), The Value of Uncertainty • Jay B. Kesten (Florida State University College of Law), Political Uncertainty and the Market for IPOs Panel C (Room 272) CEO Compensation Moderator and Discussant: Tom C.W. Lin (Temple University Beasley School of Law) • Michael B. Dorff (Southwestern Law School) & Russell Korobkin (UCLA School of Law), Bargaining with the CEO • William O. Fisher (University of Richmond School of Law), CEO Compensation Break Concurrent Panels Panel A (Room 270) Business Law and Empirical Legal Studies Moderator and Discussant: Cathy Hwang (Stanford Law School) • Suren Gomtsyan (Tilburg Law School), The Theory and Practice of Interest (Share) Transfer Restrictions • Wulf A. Kaal (University of Minnesota Law School), The Effect of Deferred and Non-­‐
Prosecution Agreements on Corporate Governance: Evidence from 1993–2013 • Jeff Schwartz (University of Utah S.J. Quinney College of Law), The Conflict Minerals Experiment • Joshua T. White (University of Georgia Terry College of Business), The Information Environment of Cross-­‐Listed Firms: Evidence from the Supply and Demand of SEC Filings 5/29/15 Version 11:00-­‐11:15 11:15-­‐12:15 Panel B (Room 271) Corporate Law Theory Moderator and Discussant: Andrew Gold (DePaul University College of Law) • Sean J. Griffith (Fordham Law School), Corporate Governance in an Era of Compliance • Jay B. Kesten (Florida State University College of Law), Shareholder Political Primacy • Luke M. Scheuer (Widener University School of Law), Corporate Hegemony: A Response to a Dytopian Vision • Charles M. Yablon (Benjamin N. Cardozo School of Law), Innovation, the State and Private Enterprise: A Corporate Lawyer’s Perspective Panel C (Room 272) Business Ethics Moderator and Discussant: Gregory H. Shill (NYU Law School) • Seletha R. Butler (Georgia Institute of Technology, Scheller College of Business), Business Ethics: Conceptualize Governing with the Ethic of Care and Justice • Benjamin Means (University of South Carolina School of Law), Wealth Inequality and Family Businesses • Jennifer M. Pacella (City University of New York) , Advocate or Adversary? When Attorneys Act as Whistleblowers • Tracie Porter (Western State College of Law), Ethical Standards for the "Business Personage" in the Banking and Financial Services Industry Break Concurrent Panels Panel A (Room 270) Corporate Criminal Law Moderator and Discussant: Elizabeth Pollman (Loyola Law School, Los Angeles) • Todd Haugh (Indiana University Kelley School of Business), Fishy SOX: Overcriminalization’s New Harm Paradigm • W. Robert Thomas (University of Michigan), Reconsidering the Development of Corporate-­‐
Criminal Liability: Should a Myth of History Undermine Our Modern Practice? Panel B (Room 271) Business Entity Design Moderator and Discussant: Joshua P. Fershee (West Virginia University College of Law) • William E. Foster (University of Arkansas School of Law), Enduring Design for Business Entities • Eric J. Gouvin (Western New England University), It’s the Little Things That Make Law Such a Big Deal: Identifying and Eliminating Legal Impediments to Business Formation 5/29/15 Version 12:15-­‐12:30 12:30-­‐1:15 1:15-­‐2:30 2:30-­‐2:45 2:45-­‐4:00 Panel C (Room 272) Post-­‐Crisis Financial Regulation Moderator and Discussant: Andrew Tuch (Washington University School of Law) • John Crawford (University of California, Hastings College of Law), The Moral Hazard Paradox of Financial Safety Nets • Kathryn Judge (Columbia Law School), Thirteen Months: A Lesson in Crisis Containment • Robert F. Weber (Georgia State University College of Law), The New Contingency of Bank Dividends Travel to Lunch Location Lunch and Keynote Address (Faculty Library, 5th Floor) Kent Greenfield (Boston College Law School) Plenary Panel (Room 273) Regulation and Compliance in Financial Markets Moderator and Discussant: Stephen J. Lubben (Seton Hall University School of Law) • Michael Martinez (Mayer Brown) • Thomas Nelli (Morgan Stanley) • Julissa Reynoso (Former U.S. Ambassador to Uruguay; Chadbourne & Parke LLP) • David Zaring (The Wharton School, University of Pennsylvania) Break Concurrent Panels Panel A (Room 270) The Intersection of Bankruptcy and Business Moderator and Discussant: Pamela Foohey (Indiana University Maurer School of Law) • Matthew Bruckner (Howard University School of Law), Crowdsourcing Fee Control • John Patrick Hunt (University of California, Davis, School of Law), Taxes and Municipal Bankruptcy • Stephen J. Lubben (Seton Hall University School of Law), The Overstated Absolute Priority Rule Panel B (Room 271) Business Law: Cyber Moderator and Discussant: Eric C. Chaffee (The University of Toledo College of Law) • Julia Y. Lee (Penn State University School of Law), Cyber-­‐Trust • Nizan Geslevich Packin (City University of New York), Big Data and Social Netbanks: Are You Ready to Replace Your Bank? 5/29/15 Version Panel C (Room 272) Business Law & Economics Moderator and Discussant: TBA • Benjamin P. Edwards (Michigan State University College of Law), Agency Cost Capitalism • Jacob Hale Russell (Stanford Law School), Fixing Consumer Mistakes: A Taxonomy of Regulatory Responses Panel D (Room 273) Regulating Complex Unconventional Markets Moderator and Discussant: Michael C. Macchiarola (Cadwalader, Wickersham & Taft LLP) • Ilya Beylin (Columbia Law School), A Reassessment of the Clearing Mandate: How the Clearing Mandate Will Impact Swap Trading Behavior and the Consequences for Systemic Risk • Kristin N. Johnson (Seton Hall University School of Law), Multilateral Dialogues and Minilateral Commitments 4:00-­‐4:15 Closing Remarks (Room 273) Kristin N. Johnson (Seton Hall University School of Law)