The 2012 HBLR Symposium

Complexity and Change in Financial Regulation

Friday, March 23, 4 – 9 PM

Saturday March 24, 8 AM – 2 PM.

Wasserstein Hall, Harvard Law School

Featuring 5 moderated panel discussions, distinguished keynotes, as well as dinner, lunch and a reception with panelists and practitioners.

The 2012 Symposium showcased the contributions of HBLR’s authors from the 2011-2012 academic year, with each panel centered around an article in either the Winter or Spring 2012 issue.

In addition to HBLR authors, Harvard Law School professors, scholars, and practitioners in the fields of both law and business presented as panelists and moderators, contributing to stimulating and multi-faceted discussions.

Program:

Click here to view/print the detailed program for the 2012 symposium.

Panels:

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Panel 1: Managing M&A Disputes Through Contract
Discussion based on John Coates, Managing Disputes Through Contract: Evidence from M&A, 2 Harv. Bus. L. Rev. ___ (forthcoming 2012).

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MODERATOR: Christian Atwood is a partner at Choate, Hall & Stewart and a member of the firm’s private equity and M&A practice groups. He represents private equity funds and their portfolio companies through all phases of the funds’ investment process and their portfolio companies’ life-cycle – from initial investment to exit, including with respect to add-on acquisitions, carve-outs and other divestitures. He also represents institutional investors, portfolio companies and management teams in negotiating and structuring leveraged buyouts, recapitalizations, mergers and acquisitions. Mr. Atwood has been named a Massachusetts Super Lawyers Rising Star and is listed in The Legal 500 as a leading M&A lawyer in the field of private equity buyouts.
AUTHOR, PANELIST: John C. Coates IV is John F. Cogan Jr. Professor of Law and Economics at Harvard Law School. He joined the faculty in 1997 after private practice at the New York law firm of Wachtell, Lipton, Rosen & Katz, where he was a partner specializing in mergers and acquisitions, corporate and securities law, and the regulation of financial institutions. He is a frequent panelist and speeker on M&A and financial institution regulation, and a consultant to the SEC, law firms, and other participants in the M&A and capital markets. A member of the American Law Institute, Professor Coates is the author of numerous articles on corporate, securities, and financial institution law. His current research at Harvard includes empirical studies of the purchasing of legal services by S&P 500 companies, the regulation and taxation of mutual funds, the causes and consequences of the completion or failure of M&A transactions, and the implications of CEO and CLO turnover.
PANELIST: Stephen F. Arcano is a partner of Skadden, Arps, Slate, Meagher & Flom LLP and practice leader of the firm’s New York Mergers and Acquisitions Group. He advises clients on corporate, transactional and securities laws matters. Mr. Arcano has worked on a variety of high-profile mergers and acquisitions, including representing Mobil in its merger with Exxon; XTO Energy in its acquisition by Exxon Mobil; Gilead Sciences in its acquisition of Pharmasset; Valeant Pharmaceuticals in its merger with Biovail; the special committee of Time Warner Cable in its separation from Time Warner; and Alcatel in its merger with Lucent Technologies.
PANELIST: Craig Marcus heads Ropes & Gray’s Executive Compensation practice group and specializes in representing private equity sponsors, private equity portfolio companies and public companies in connection with debt and equity securities offerings, mergers and acquisitions and the management equity arrangements involved in leveraged buyout transactions. Craig also counsels public companies on a wide range of executive compensation, corporate governance, and disclosure matters. Craig’s clients include 3i Group plc, Avaya, Avista Capital Partners, Bain Capital, The Carlyle Group, Domino’s Pizza, Dunkin’ Brands, Kohlberg & Co., Kohlberg Capital Corporation, Liberty Global, Sequoia Capital and THL Partners.

Panel 2: The Political Economy of Shareholder Power
Discussion based on Mark Roe, The Corporate Shareholder’s Vote and Its Political Economy, in Delaware and in Washington, 2 Harv. Bus. L. Rev. ___ (forthcoming 2012).

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MODERATOR: Reinier Kraakman is the Ezra Ripley Thayer Professor of Law. He is the co-author of The Anatomy of Corporate Law: A Comparative and Functional Approach and has worked on company law reform in Russia and Vietnam. He has also taught summer programs in Germany and Japan as well as seminars at Harvard Law School on comparative corporate law and governance — once for East Asia and once for Europe. Reinier has served as a consultant on corporate governance to the Bank for International Settlements in Basel, and was Anton Philips Professor during 2003-2004 at the University of Tilburg in the Netherlands.
AUTHOR, PANELIST: Mark Roe is David Berg Professor of Law at Harvard Law School. He teaches and writes on corporate finance, corporate governance, and corporate bankruptcy, often from a comparative law and politics perspective. He is the author of Political Determinants of Corporate Governance(2003) and Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (1994). Roe edited or co-edited Convergence and Persistence in Corporate Governance Systems(2004), Corporate Governance: Political and Legal Perspectives (2005) and Comparative Corporate Governance (1998). His article “Legal Origins and Modern Stock Markets” recently appeared in Harvard Law Review.
PANELIST: Joshua Ford Bonnie is a partner in Simpson Thacher’s Corporate Department. Mr. Bonnie is active in the firm’s Public Company Advisory Practice and regularly advises a number of public companies on general corporate and securities law matters. Mr. Bonnie also routinely represents issuers and underwriters in public and private offerings of equity and debt securities. Mr. Bonnie advised The Blackstone Group L.P. on its $4.8 billion initial public offering—the largest U.S. IPO of 2007—and on its concurrent sale of $3 billion of non-voting common units to a sovereign wealth fund established by the People’s Republic of China. Mr. Bonnie has also represented major investment banking firms, including Citigroup, Goldman Sachs and J.P. Morgan. He was featured in the American Lawyer’s “Dealmakers of the Year” in 2008 and is recognized in Chambers USA: America’s Leading Lawyers for Business as one of the leading capital markets practitioners in the United States.
PANELIST: Roy J. Katzovicz is a Partner, Investment Team Member and Chief Legal Officer of Pershing Square Capital Management, L.P., an investment manager of multi-billion dollar hedge funds. Prior to joining Pershing Square, Mr. Katzovicz served as a corporate attorney at Wachtell, Lipton, Rosen & Katz, where his practice focused on public and private mergers and acquisitions, capital markets transactions, securities law matters and corporate governance initiatives. Prior to private practice, he served as a judicial clerk to The Honorable William B. Chandler, Chancellor of the Delaware Court of Chancery. Mr. Katzovicz also serves as a member of the Board of Directors of ShareGift USA, a not-for-profit organization that facilitates charitable giving by public company shareholders as part of corporate transactions.

Panel 3: Complexity and Innovation in Financial Markets
Discussion based on Dan Awrey, Complexity, Innovation and the Regulation of Modern Financial Markets, 2 Harv. Bus. L. Rev. ___ (forthcoming 2012).

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MODERATOR: P. Morgan Ricks is a Visiting Professor at Harvard Law School. From 2009-2010, Mr. Ricks was a Senior Policy Advisor and Financial Restructuring Expert at the U.S. Treasury Department, where he focused primarily on financial stability initiatives and capital markets policy. Prior to joining Treasury, he was a risk-arbitrage trader at Citadel Investment Group, a Chicago-based hedge fund. He previously served as a Vice President in the investment banking division of Merrill Lynch & Co., where he specialized in strategic and capital-raising transactions for financial services companies. Mr. Ricks began his career as a mergers and acquisitions attorney at Wachtell, Lipton, Rosen & Katz.
AUTHOR, PANELIST: Dan Awrey is a University Lecturer in Law and Finance at Oxford University, where he is also a Fellow of Linacre College. Dan’s teaching and research interests reside primarily in the area of financial regulation and, more specifically, the institutions, instruments and markets which comprise what is often (and rather inelegantly) described as the shadow banking system. Before entering academia, Dan served as Director of Law and Corporate Affairs for a global investment management firm and, prior to that, as an associate practicing securities and corporate finance law at major Canadian law firm.
PANELIST: Warren Motley is a member of Davis Polk’s Corporate Department, focused primarily on domestic and international securities offerings of structured products since 1994. He has extensive experience in the development of new financial products, including various types of synthetic exchangeable securities and other equity-, index-, commodity- and currency-linked products for both retail and institutional investors. Mr. Motley regularly advises the issuers and designers of structured products on SEC-registered, Rule 144A/Reg. S, Reg. D and 3(a)(2) structured note issuance programs, and advised Morgan Stanley on the 2010 issuance of approximately $11 billion of structured products on equities, commodities, currencies, credit and other underlying assets. Mr. Motley is recognized as a leading lawyer in Chambers USA: America’s Leading Lawyers for Business and The Legal 500 (United States), where he is identified as “outstanding on all metrics” in structured finance.
PANELIST: Adi Sunderam is an assistant professor of business administration in the Finance Unit of Harvard Business School, where he teaches Finance II in the MBA required curriculum. In 2009 and 2010, he served in the U.S. Treasury Department as a special assistant and liaison to the White House National Economic Council. Professor Sunderam’s research interests are in corporate finance, asset pricing, and financial intermediation. His recent work focuses on the organization of financial markets and its effect on asset prices and corporate investment.

Panel 4: Liability Up the Securitization Food Chain
Discussion based on Kathleen Engel & Thomas Fitzpatrick, Complexity, Complicity, and Liability up the Securitization Food Chain: Investor and Arranger Exposure to Consumer Claims, 2 Harv. Bus. L. Rev. ___ (forthcoming 2012).

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MODERATOR: Howell Jackson is the James S. Reid, Jr., Professor of Law at Harvard Law School. His research interests include financial regulation, international finance, consumer protection, federal budget policy, and entitlement reform. Professor Jackson has served as a consultant to the United States Treasury Department, the United Nations Development Program, and the World Bank/International Monetary Fund. He is a member of the National Academy on Social Insurance, a trustee of the College Retirement Equities Fund (CREF) and its affiliated TIAA-CREF investment companies, a member of the panel of outside scholars for the NBER Retirement Research Center, and a senior editor for Cambridge University Press Series on International Corporate Law and Financial Regulation. Professor Jackson frequently testifies before Congress and consults with government agencies on issues of financial regulation. He is co-editor of Fiscal Challenges: An Inter-Disciplinary Approach to Budget Policy (Cambridge University Press 2008), co- author of Analytical Methods for Lawyers (Foundation Press 2003) and Regulation of Financial Institutions (West 1999), and author of numerous scholarly articles. Before joining the Harvard Law School faculty in 1989, Professor Jackson was a law clerk for Associate Justice Thurgood Marshall and practiced law in Washington, D.C.
AUTHOR, PANELIST: Kathleen Engel is the Associate Dean for Intellectual Life and Professor of Law at Suffolk Law School. She is a national authority on mortgage finance and regulation, subprime and predatory lending, and housing discrimination. Her publications include The Subprime Virus: Reckless Credit, Regulatory Failure and Next Steps (Oxford 2011) (with P. McCoy) and many articles in law reviews and economics journals. Professor Engel presents her award-winning research in academic, banking, and policy forums throughout the country and around the world. She has advised federal and state agencies on various matters related to financing of loans and served for three years on the Consumer Advisory Council of the Federal Reserve Board.
AUTHOR, PANELIST: Thomas J. Fitzpatrick IV is an economist in the Community Development Department at the Federal Reserve Bank of Cleveland. His primary fields of interest are housing finance, particularly residential mortgage backed securitizations, loss-mitigation strategies, and the remediation of vacant and abandoned real property. He is also interested in financial regulation, consumer finance, and community development. From 2007 to 2009, he was a research associate and visiting scholar at the Federal Reserve Bank of Cleveland. He has also worked as an investment advisor in the retirement plan industry. Mr. Fitzpatrick also serves on the Board of Directors for the Cuyahoga County Land Bank.
PANELIST: Tamar Frankel is a long-time member of the Boston University School of Law faculty. Professor Tamar Frankel has written extensively and taught in the areas of securitization, mutual funds, financial system regulation, fiduciary law and corporate governance. She is the author of Investment Management Regulation (4d ed. 2012); Fiduciary Law (2011); Trust and Honesty, America’s Business Culture at a Crossroad (2006), Securitization (2d.ed 2006), and The Regulation of Money Managers (2d ed. with Ann Taylor Schwing) (2d ed. 2001). She has also published more than 80 articles and book chapters, and has co-chaired for more than 10 years the ALI-ABA Investment Management Advanced Course with Clifford E. Kirsch. In 1998, Professor Frankel was instrumental in the establishment and corporate structure of the Internet Corporation for Names and Numbers (ICANN). Professor Frankel was a visiting scholar at the Securities and Exchange Commission (1995-1997) and at the Brookings Institution (1987). She has taught at Oxford University, Tokyo University, Harvard Law School, and Harvard Business School, and consulted with the People’s Bank of China. A native of Israel, Professor Frankel served as an attorney in the legal department of the Israeli Air Force, an assistant attorney general for Israel’s Ministry of Justice and the legal advisor of the State of Israel Bonds Organization in Europe.
PANELIST: Darryl P. Rains defends cases involving the securities laws. He has represented hundreds of companies, officers, and directors in class actions, derivative actions, and enforcement proceedings commenced by the Securities and Exchange Commission. He also has conducted numerous internal investigations for public companies and their directors. Mr. Rains has successfully tried many cases to verdict in federal and state courts and in arbitrations. Mr. Rains has been recognized by numerous publications, including The Best Lawyers in America (2008-2012) (commercial litigation and litigation-securities) and Chambers USA (2008-2011) (securities, regulatory enforcement, investigations). He is also a regular commentator on securities laws issues, having appeared on CNN and been quoted widely in newspapers and journals, including The New York Times and The New York Law Journal.

Panel 5: Resolution of Systemically Important Financial Institutions
Discussion based on Martin Čihák & Erlend Nier, The Need for Special Resolution Regimes for Financial Institutions—The Case of the European Union, 2 Harv. Bus. L. Rev. ___ (forthcoming 2012).

Click here to see the participants.

MODERATOR: Howell Jackson is the James S. Reid, Jr., Professor of Law at Harvard Law School. His research interests include financial regulation, international finance, consumer protection, federal budget policy, and entitlement reform. Professor Jackson has served as a consultant to the United States Treasury Department, the United Nations Development Program, and the World Bank/International Monetary Fund. He is a member of the National Academy on Social Insurance, a trustee of the College Retirement Equities Fund (CREF) and its affiliated TIAA-CREF investment companies, a member of the panel of outside scholars for the NBER Retirement Research Center, and a senior editor for Cambridge University Press Series on International Corporate Law and Financial Regulation. Professor Jackson frequently testifies before Congress and consults with government agencies on issues of financial regulation. He is co-editor of Fiscal Challenges: An Inter-Disciplinary Approach to Budget Policy (Cambridge University Press 2008), co- author of Analytical Methods for Lawyers (Foundation Press 2003) and Regulation of Financial Institutions (West 1999), and author of numerous scholarly articles. Before joining the Harvard Law School faculty in 1989, Professor Jackson was a law clerk for Associate Justice Thurgood Marshall and practiced law in Washington, D.C.
AUTHOR, PANELIST: Erlend W Nier is a Senior Financial Sector Expert with the IMF’s Monetary and Capital Markets Department. In his position with the IMF, Erlend Nier covers monetary policy and financial stability, including the implications of the financial crisis for public policy. Prior to joining the IMF he was Research Manager with the Bank of England’s Financial Stability Directorate, leading research and policy work on banking regulation, including on the ‘procyclicality’ of bank capital requirements, on liquidity risk and regulation, and risks in financial networks and interbank settlement systems. Erlend holds a PhD in Economics from the London School of Economics.
PANELIST: Chris Mallon leads Skadden’s European corporate restructuring practice. His credentials span cross-border reorganizations involving a number of jurisdictions including England, the US, Ireland, India, Russia, the Cayman Islands, Bermuda, Poland, Germany, Holland, Italy and Luxembourg. Clients have included Enron, Global Crossing, WorldCom, Loral, Telewest, Parmalat, Eurotunnel, Gate Gourmet, Carlyle, Calyon, Tele Columbus Group, Residential Capital and British Vita. He also has been advising lenders with structured investment vehicles on issues arising out of the recent credit crisis. He is the co-editor of The Law and Practice of Restructuring in The UK and US (OUP 2011).
PANELIST: Knox McIlwain is an associate in the New York office of Cleary Gottlieb Steen & Hamilton LLP. Mr. McIlwain’s practice focuses on financial institutions with an emphasis on legal mechanisms for addressing the failure of global, systemically important financial companies. Mr. McIlwain has been actively engaged with both market participants and regulators in transatlantic regulatory reform initiatives to develop innovative approaches to financial company insolvency, such as ‘bail-ins’ and recapitalizations, and to harmonize U.S. and EU requirements for resolution plans (so-called ‘living wills’). He regularly advises clients on financial company insolvency matters regarding the Orderly Liquidation Authority provisions of the Dodd-Frank Act, the Federal Deposit Insurance Act and the Bankruptcy Code and is currently advising several U.S. and non-U.S. institutions on the preparation of their recovery and resolution plans. During and after the financial crisis, he advised government agencies and major Wall Street firms on efforts to stabilize financial markets.

On Friday, an evening cocktail reception with our sponsors provided a great opportunity for practitioners from leading firms to meet law students with a strong interest in business law. The reception was followed by dinner with a keynote, and the next day’s programming included breakfast and lunch with another keynote.

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