2015 National Business Law Scholars Conference

June 4-5, 2015

Seton Hall University School of Law

THURSDAY, JUNE 4th Registration & Breakfast (Room 273)

Opening Remarks (Room 273)

Concurrent Panels
Panel A (Room 271)
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 TBD)

The Intersection of Business and Tax Law

Moderator and Discussant: William E. Foster (University of Arkansas School of Law)

•   Jordan M. Barry (University of San Diego School of Law), Tax and the Boundaries of the Firm
•   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

10:15-10:30

Break

10:30-11:45

Concurrent Panels
Panel A (Room TBD)
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) & David H. Webber (Boston 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

Travel to Lunch Venue

Lunch and Keynote Address (The Newark Club) – Troy A. Paredes (Harvard Law School)

Plenary Panel (Room TBD)
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)

2:30-2:45 2:45-4:30

Break

Concurrent Panels
Panel A (Room 271)
Securities Litigation
Moderator and Discussant: William O. Fisher (University of Richmond School of Law)

•   Wendy Gerwick Couture (University of Idaho College of Law), Confirmatory Misrepresentations in a Post-Halliburton II World
•   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 TBD)

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
•   Kristin N. Johnson (Seton Hall University School of Law), Multilateral Dialogues and

Minilateral Commitments

Panel C (Room 272)
Exploring Fiduciary Duties
Moderator and Discussant: Martin Gelter (Fordham University School of Law)

•   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

4:30-4:45

4:45-6:00

Concurrent Panels
Panel A (Room 272)
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 TBD)
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)

6:00-7:30

7:15-8:00 8:00-9:00

Breakfast (Room 273)

Concurrent Panels
Panel A (Room TBD)
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 InsolvencyPanel 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 271)
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

FRIDAY, JUNE 5th

9:00-9:15 9:15-11:00

11:00-11:15 11:15-12:15

Panel B (Room 272)
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), Revisiting the Purpose(s) of Corporate Law
•   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 TBD)

Business Ethics
Moderator and Discussant: Eric C. Chaffee (The University of Toledo College of Law)

•   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 271)
Corporate Criminal Law
Moderator and Discussant: Wendy Gerwick Couture (University of Idaho College of Law)

•   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 TBD)

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

12:15-12:30 12:30-1:15

1:15-2:30

2:30-2:45 2:45-4:00

Panel C (Room272)
Post-Crisis Financial Regulation
Moderator and Discussant: Andrew Tuch (Washington University School of Law)

•   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 Venue

Lunch and Keynote Address (Room 273)

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)
•   Tom McNeil (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 271)
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 272)

Business Law: Cyber
Moderator and Discussant: Elizabeth Pollman (Loyola Law School, Los Angeles)

•   Sarah C. Haan (University of Idaho College of Law), Compelled Corporate Internet Disclosure
•   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?

4:00-4:15

Panel C (Room TBD)
Business Law & Economics
Moderator and Discussant: Jordan M. Barry (University of San Diego School of Law)

•   John Crawford (University of California, Hastings College of Law), The Moral Hazard Paradox of Financial Safety Nets
•   Benjamin P. Edwards (Michigan State University College of Law), Agency Cost Capitalism
•   Jacob Hale Russell (Stanford Law School), Fixing Consumer Mistakes: A Taxonomy ofRegulatory ResponsesClosing Remarks (Room 273)