About this Event

The role and power of shareholders in corporate America is at the core of many contemporary governance debates. Questions regarding dual class shares, mutual funds’ voting, board structure and composition, and the role of institutional investors in promoting social cause are indicative of a larger underlying quest to set the proper boundaries of shareholders’ role in the corporate governance ecosystem. Participants are invited to revisit the shareholder franchise paradigm through these recent debates.

The conference is hosted by Assistant Professor Yaron Nili and is sponsored by the Institute for Legal Studies at the University of Wisconsin Law School.

Participants (in alphabetical order)

  • Allison Blais, Senior Corporate Securites and M&A Counsel, Adobe
  • Albert Choi, Professor of Law, Michigan Law
  • Scott Coward, Senior Vice President, General Counsel, Chief Administrative Officer & Secretary, Exact Sciences Corporation
  • Jens C. Dammann, Ben H. and Kitty King Powell Chair in Business and Commercial Law, University of Texas at Austin School of Law
  • Ofer Eldar, Associate Professor of Law and Finance, Duke University School of Law
  • Nadelle Grossman, Associate Dean for Academic Affairs and Professor of Law, Marquette University Law School
  • Claire Hill, James L. Krusemark Chair in Law, University of Minnesota Law School
  • Cathy Hwang, Associate Professor, Univeristy of Utah College of Law
  • Megan Jackson, Global Investor Collaboration Services
  • Matthew Jennejohn, Associate Professor of Law, BYU J. Reuben Clark Law School
  • Keith L. Johnson, Shareholder, Reinhart Boerner Van Deuren S.C.
  • Kobi Kastiel, Assistant Professor, Tel Aviv University Buchmann Faculty of Law
  • Vice Chancellor J. Travis Laster, State of Delaware Court of Chancery
  • Da Lin, Assistant Professor of Law, University of Richmond School of Law
  • Ann M. Lipton, Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, Tulane Law School
  • Valerie Mack, Elliott Management Corporation
  • Veronica Root Martinez, Profesor of Law, University of Notre Dame Law School 
  • Jeremy McClane, Associate Professor of Law, University of Illinois College of Law
  • Keith Nelsen, Executive Vice President, General Counsel, Best Buy
  • Yaron Nili, Assistant Professor, University of Wisconsin Law School
  • Gabriel Rauterberg, Assistant Professor of Law, Michigan Law
  • Edward Rock, Martin Lipton Professor of Law, NYU School of Law
  • Gregory Shill, Associate Professor of Law, University of Iowa College of Law
  • Eric Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
  • David Villa, Executive Director/Chief Investment Officer, State of Wisconsin Investment Board
  • Andrew Winden, Assistant Professor of Law, University of Florida Levin College of Law

Schedule

Thursday Room 2260
4:00 - 4:30pm Keynote Speech: "Disinterested, Uncoerced, and Fully Informed: The Parameters of Investor Self-Defense in an Era of Shifted Judicial Focus," Vice Chancellor J. Travis Laster, State of Delaware Court of Chancery
4:30 - 5:20pm

"Shareholder Activism and Institutional Engagement: View from the Ground"

  • Moderator: Yaron Nili, Assistant Professor, University of Wisconsin Law School
  • Participants: Allison Blais, Senior Corporate Securites and M&A Counsel, Adobe; Scott Coward, Senior Vice President, General Counsel, Chief Administrative Officer & Secretary, Exact Sciences Corporation; Megan Jackson, Global Investor Collaboration Services, LLC (GICS); Keith L. Johnson, Shareholder, Reinhart, Boerner, Van Deuren S.C.; Keith Nelsen, Executive Vice President, Best Buy; David Villa, Executive Director/Chief Investment Officer, State of Wisconsin Investment Board
5:20 - 5:25pm Break
5:25 - 6:10pm

"The Shareholder Franchise: Past, Present, and Future"

  • Moderator: Edward Rock, Martin Lipton Professor of Law, NYU School of Law
  • Participants: Albert H. Choi, Professor of Law, Michigan Law; Jens Christian Dammann, Ben H. and Kitty King Powell Chair in Business and Commercial Law, University of Texas at Austin School of Law; Claire Hill, James L. Krusemark Chair in Law, University of Minnesota Law School; Eric Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
6:10 - 7:00pm Reception in the Law School Atrium for Conference Attendees
7:30pm Dinner for speakers and invited guests
Friday Lubar Commons (Room 7200)
8:00 - 8:45am Breakfast
8:45 - 10:30am

Session I 

"Federal Forum Provisions and Internal Corporate Affairs Doctrine"
Albert Choi
University of Michigan Law School
Ofer Eldar
Duke University School of Law

Commentator: Jens C. Dammann
University of Texas at Austin School of Law

"Complexity, Bounded Managerial Rationality, and the Shareholder Primacy Doctrine"
Eric Talley
Columbia Law School

Commentator: Da Lin
University of Richmond School of Law

"How Do We Get Consensus on the Shareholder/Manager Power Allocation?"
Claire Hill
University of Minnesota Law School

Commentator: Gregory Shill
University of Iowa College of Law

10:30 - 10:50am Break
10:50am - 12:00pm

Session II 

"Perfect Compliance"
Veronica Root Martinez
University of Notre Dame Law School

Commentator: Andrew Winden
University of Florida Levin College of Law

"Shadow Governance"
Cathy Hwang
University of Utah College of Law

Commentator: Eric Talley
Columbia Law School

12:00 - 1:00pm Lunch in the Quarles and Brady Reading Room
1:00 - 2:45pm

Session III

"Gadflies"
Kobi Kastiel
Tel Aviv University Buchmann Faculty of Law

Commentator: Edward Rock
NYU School of Law

"After Corwin: Down the Controlling Shareholder Rabbit Hole"
Ann M. Lipton
Tulane Law School

Commentator: Claire Hill
University of Minnesota Law School

"Financial Alchemy"
Jeremy McClane
University of Illinois College of Law

Commentator: Nadelle Grossman
Marquette University Law School

2:45 - 3:00pm Break
3:00 - 4:45pm

Session IV

"Free-Shifting Bylaws: An Empirical Analysis"
Jens C. Dammann
University of Texas at Austin School of Law

Commentator: Ofer Eldar
Duke University School of Law

"Allocating Control by Contract: An Empirical Analysis of Shareholder Agreements"
Gabriel Rauterberg
University of Michigan Law School

Commentator: Matthew Jennejohn
BYU J. Reuben Clark Law School

"The Market for Votes"
Yaron Nili
University of Wisconsin Law School

Commentator: Albert Choi
University of Michigan Law School

Optional Activities

If you are planning to stay in Madison past Friday afternoon, we will also organize a few informal activities for Friday night and Saturday morning to explore Madison during one of the best times of the year. More details will follow as we get closer to the event.

Registration

Register for the Thursday evening program.

Papers

Secure Link to Conference Papers

Accommodations and Directions

We have reserved a block of rooms at the Concourse Hotel:

The Concourse hotel is about a 20 minute walk from the Law School: Directions from Hotel to Law School

CLE Credit

Approved for 2.5 hours of CLE Credit for WI Attorneys.

Contacts

For questions about logistics, please contact Michelle Preston.

For questions about the content of the program, please contact Professor Yaron Nili.

Sponsors

University of Wisconsin Law School, Institute for Legal Studies, University Lectures Fitch Fund, George Young Bascom Chair in Business Law

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