Limiting Shareholder Rights

Transcription

1 Symposium: Limiting Shareholder Rights Entrenching Management or Establishing Commitments? Tuesday, April 14, :30-3:30 p.m. Notre Dame Law School, Faculty Meeting Room

2 Symposium: Limiting Shareholder Rights Entrenching Management or Establishing Commitments? Traditional agency theory interprets limits to shareholder rights as entrenching corporate management and is likely to lower shareholder value. At this symposium, some new results challenging this interpretation are presented and discussed. If shareholders have limited information and limited commitment to the firm, this may threaten firms engaged in long-term projects and firms dependent on long-term relationships with other stakeholders. This LAMB conference brings together a panel of experts, both scholars in corporate law and corporate finance and practicing lawyers, to present new empirical evidence in this area and discuss its implications for corporate law and governance. CONFERENCE AGENDA: 12:30 pm OPENING REMARKS Dr. Avishalom Tor, Professor of Law, Notre Dame Law School, and Director of the Program on Law and Market Behavior (LAMB) 12:40 pm PRESENTATION OF PAPERS Limiting Shareholder Rights: Entrenching Management or Establishing Commitments? PAPER 1 Staggered Boards and Firm Value, Revisited Simone Sepe, Associate Professor of Law and Finance, PAPER 2 The Bonding Hypothesis of Takeover Defenses: Evidence from IPO Firms William C. Johnson, Assistant Professor of Finance, 1:40 pm COFFEE BREAK 2:00 pm PRESENTATION OF PAPERS Limiting Shareholder Rights: Entrenching Management or Establishing Commitments? PAPER 3 The Empirical Evidence on Limiting Shareholder Rights Robert J. Jackson, Jr., Professor of Law and Milton Handler Fellow, 2:30 pm ROUNDTABLE DISCUSSION Moderated by Martijn Cremers, Professor of Finance, University of Notre Dame, Mendoza College of Business Participants: Robert J. Jackson, Jr., Professor of Law and Milton Handler Fellow, William C. Johnson, Assistant Professor of Finance, Trevor S. Norwitz, Partner, Watchell, Lipton, Rosen & Katz and Lecturer, Simone Sepe, Associate Professor of Law and Finance, Julian Velasco, Associate Professor of Law, Notre Dame Law School 3:25 pm CLOSING REMARKS AND AUDIENCE Q&A Professor Martijn Cremers

3 K.J. Martijn Cremers Professor of Finance, Mendoza College of Business and LAMB Faculty Fellow, University of Notre Dame Professor Martijn Cremers research focuses on empirical issues in investments and corporate governance. His academic work has been published in top academic journals and newspapers such as the Journal of Finance, the Journal of Financial Economics, the Wall Street Journal, and numerous others. He is an Associate Editor at the Review of Finance and previously was an Associate Editor of the Review of Financial Studies, and serves on the Editorial Board of the Journal of Accounting, Finance & Law (JAAF) and of European Financial Management. At the University of Notre Dame, he teaches courses on fixed income markets and corporate governance to MBA and undergraduate students. Professor Cremers joined the University of Notre Dame as Professor of Finance in Prior to that, he was a faculty member at Yale School of Management after obtaining his PhD in finance from the Stern School of Business at New York University. Hailing from the Netherlands, his undergraduate degree in Econometrics is from the VU University Amsterdam. William C. Johnson Assistant Professor of Finance, Professor William Johnson s research interests are in corporate governance, financial contracting, interfirm relationships, and equity issuance. He is an Assistant Professor of Finance at Suffolk University, an Associate at the University of New Hampshire Center for Venture Research, and an Associate at the Global Center for Political Finance at the University of British Columbia. Prior to his experience in academia, Professor Johnson worked in engineering and sales positions at Allegheny Teledyne and Tyco Electronics. He has taught a finance class at Fidelity Investments in Merrimack, NH and has done consulting work for AMP Electronics and McDermott Technologies. Professor Johnson holds a BS in engineering from Rensselaer Polytechnic Institute, an MBA from the University at Buffalo, and a PhD from Michigan State University. Robert J. Jackson, Jr. Professor of Law and Milton Handler Fellow, Robert J. Jackson, Jr. is Professor of Law and Co-Director of the Ira M. Millstein Center for Global Markets and Corporate Ownership at, where his research emphasizes empirical study of executive compensation and corporate governance matters. Professor Jackson has testified about his work before the U.S. Senate, and his research has been the subject of rulemaking commentary before several federal agencies, including the Federal Reserve and the Securities and Exchange Commission. Some of his most recent projects include the first study to examine the time delays of corporate filings posted to the SEC s EDGAR website, its FTP server, and the PDF subscription service, and the first study of the effect of mandatory disclosures required by the JOBS Act on trading by individual investors. Before joining the faculty in 2010, Professor Jackson served as an advisor to senior officials at the Department of the Treasury and in the Office of the Special Master for TARP Executive Compensation. Before that, Professor Jackson practiced in the Executive Compensation Department of Wachtell, Lipton, Rosen and Katz. Trevor S. Norwitz Partner, Watchell, Lipton, Rosen & Katz and Lecturer, Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz. He has counseled a wide range of corporations and other entities in a variety of industries in connection with mergers, acquisitions, investments, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, spinoffs, financing transactions, corporate governance matters, and crisis management situations. Mr. Norwitz also teaches a course in Mergers and Acquisitions at Columbia University School of Law. He is a member of the American Law Institute, the New York City Bar M&A Committee, and has served on several corporate law and governance committees of the American Bar Association. He served as a member of an international advisory group to the South African government on company law reform. Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science (Law) degree with First Class Honors from the University of Cape Town. On a Rhodes Scholarship to Oxford University, he read law at Keble College, graduating with First Class Honors, before completing an LLM at Columbia University.

4 Simone Sepe Associate Professor of Law and Finance, Professor Simone Sepe s areas of expertise include business organizations, corporate finance, financial regulation, contract theory, and justice. His most recent scholarship focuses on corporate governance, corporate finance, financial regulation, and the theory of institutions. He is a professor of law and finance at the University of Arizona, James E. Rogers College of Law and the Eller School of Management, University of Arizona. He also serves as Program Director in Law and Economics at the Institute for Advanced Studies in Toulouse (IAST), Toulouse School of Economics. Prior to entering the academic career Professor Sepe has practiced law at Clifford Chance in London, and worked as an investment banker at Fortress Investment Group in London and New York. He received doctoral degrees in law from Yale Law School and economics from Toulouse School of Economics. Julian Velasco Associate Professor of Law, Notre Dame Law School Professor Julian Velasco s primary teaching and research interests include corporate law, corporate governance, and fiduciary law. Professor Velasco joined the Notre Dame Law School faculty in 2001 as an associate professor of law, and earned tenure in Prior to Notre Dame, he served as an associate professor at the Hofstra University School of Law, practiced law as a corporate attorney with Sullivan & Cromwell, a New York City law firm, and served as a law clerk to the Honorable Ellsworth A. Van Graafeiland, United States Court of Appeals for the Second Circuit. Professor Velasco received his J.D. from Columbia University School of Law, where he was awarded the honors of Kent Scholar and Stone Scholar and served as an editor of the Columbia Law Review. He earned a B.S. magna cum laude from Georgetown University School of Business Administration. Dr. Avishalom Tor Professor of Law and Director, Research Program on Law and Market Behavior, Notre Dame Law School Professor Avishalom Tor s research focuses on the study of competition and cooperation in market settings and the legal rules and institutions that shape such market behavior. He teaches in the areas of antitrust, corporate law, and behavioral law and economics. His interdisciplinary work has been published in legal, decision making, psychological, and economic journals, such as the Michigan Law Review, Duke Law Journal, Texas Law Review, Antitrust Law Journal, the Journal of Institutional and Theoretical Economics, and Psychological Science. Before joining the Notre Dame faculty, Professor Tor was a Senior Lecturer and co-director of the Forum on Law and Markets at the University of Haifa Faculty of Law, where he was recently appointed a Global Professor of Law. After receiving his doctorate from Harvard Law School, Professor Tor was a Visiting Research Professor at George Mason University School of Law, an Adviser and Consultant to Commissioner Harbour at the Federal Trade Commission on various matters of antitrust law and economics, and a Visiting Professor at the University of Hamburg.

5 The Notre Dame Research Program on Law and Market Behavior (ND LAMB) The Research Program on Law and Market Behavior at Notre Dame Law School (ND LAMB) is dedicated to promoting foundational research that seeks to influence the way scholars and policymakers think about a range of timely legal and policy issues at the intersection of law and market behavior. Specifically, ND LAMB explores interdisciplinary research across a number of interrelated legal fields including corporate governance, antitrust, intellectual property, property, contracts and the legal regulation of individuals and firms in the market more generally. The Program draws extensively on relevant extra-legal research in empirical disciplines from psychology and economics to business and beyond. ND LAMB focuses on promoting original legal scholarship that emphasizes observational and experimental methods by organizing international conferences, panel discussions, and roundtable workshops; inviting distinguished speakers and visiting researchers; providing targeted research support to LAMB Faculty Fellows; and developing collaborations with relevant programs and institutes worldwide. University of Notre Dame Law School Program on Law and Market Behavior (LAMB) 3163 Eck Hall of Law Notre Dame, IN phone lamb@nd.edu web law.nd.edu/lamb