You may also alert us to issues via the chat. : The Tension between Conservative Corporate Law Theory and "Citizens United", in 100 Cornell L. Rev. Originalist or Original: The Difficulties of Reconciling "Citizens United" with Corporate Law History, in 91 Notre Dame L. Rev. Risk Management and the Board of Directors, DOJ Challenges Activist Use of HSR Act's "Passive Investor" Exemption, "Just Say No" - The Long-Term Value of the Poison Pill, Harvard's Shareholder Rights Project is Still Wrong, Delaware Court Reaffirms the Poison Pill and Directors' Power to Block Inadequate Offers, Anadarko Petroleum in its $38 billion merger with Occidental Petroleum. They focus on general corporate practice matters and employ more than 250 lawyers. But, most of all, it was his constant focus on doing what was best for the students and being there for them that is the example we all should emulate., When Wachter retired in 2020, he wrote, My memories of Penn Law will always be infused by gratitude for the opportunity to engage with wonderful students and colleagues.. 11:00 AM - 11:30 PM - Registration; Their website also boasts that they have a low associate-to-partner ratio. We mourn his loss but celebrate a consequential life.. We are using cookies to give you the best experience on our website. In order to receive the appropriate amount of credit, passcodes provided throughout the program must be noted in your evaluation form. Concluding Remarks, The University of Pennsylvania Law Review is partnering with Professor Jasmine Harris and Professor Karen Tani to present a symposium entitled The Disability Frame: Opportunities, Costs, and Constraints in the Broad Struggle for Inclusion.. The Utility of Rational Basis Review, in 63 Vill. This unique leadership of ILE fostered incredible insights into the inner workings of corporate law, solidifying its status as the preeminent corporate law center in the United States.. Mr. Neff has represented clients in a broad range of industries including: Mr. Neff graduated magna cum laude from Brown University and from the Columbia University School of Law, where he was notes and comments editor of the Columbia Law Review. Among the significant matters he has handled are the successful defense of Airgas against a hostile takeover bid by Air Products and Chemicals (2009-2011), the sale of Airgas to LAir Liquide S.A., the merger of Anadarko Petroleum with Occidental Petroleum and Anadarkos response to acquisition proposals from Chevron and the $130 billion acquisition by Verizon Communications of the 45% interest in Verizon Wireless owned by Vodafone plc. Spectra Energy Corp in its $28 billion merger with Enbridge Inc. El Paso in its $38 billion sale to Kinder Morgan, Unocal Corporation in its acquisition by Chevron Corporation for $19 billion, its response to an unsolicited merger proposal by CNOOC Limited and its acquisition of Pure Resources. This symposium also looks forward to the future of the field and new avenues of inquiry inspired by Professor Burbanks work. Sean Penns Zelensky Doc Substitutes Bromance for Storytelling. He reshaped how we think about issues surrounding corporate law with his singular vision. Sean Penn and Aaron Kaufmann's long-awaited documentary about Ukrainian President Volodymyr Zelensky, which recently premiered at the Berlin Film Festival, is proof that even with the best luck . To ask your question orally, please indicate you would like to do so in the body of your question or alternatively, you may simply raise your electronic hand. In order to receive the appropriate amount of credit, passcodes provided throughout the program must be noted in your evaluation form. [18] It has had key roles in the resurrection of Chrysler in the 1970s, the acquisition of Getty Oil by Texaco, and the negotiation of the master development agreement for the World Trade Center after the September 11, 2001 attacks. in Classics with first-class honors from the University of Oxford in 2004. He also counsels boards of directors and board committees on corporate governance matters. CLE credit may be available in other jurisdictions as well. At the heart of this symposium is the legal concept of disability. This year, the University of Pennsylvania Law Review and the University of Pennsylvania Journal of Constitutional Law present a festschrift honoring Professor Burbanks scholarship. In honor of Wachters surpassing achievements, the Law School established the Michael L. Wachter Distinguished Fellowship in Law and Policy in July 2020, naming the Honorable Leo E. Strine, Jr. L88 to the position. [16], One of the founding partners, Martin Lipton, invented the so-called "poison pill defense" during the 1980s, to foil hostile takeovers. Bondholders could demand the inclusion of provisions to better protect their positions and reduce the risk of equity sponsor gamesmanship. This is a shame, as in many ways Penn would seem well-positioned to offer insights into the transition from acting to politics. Andrew Mariniello L05, I was very saddened to learn of Professor Wachters passing, and wish to express my deep condolences to his family and loved ones. Contracting Complexity and the Rise of Shadowed Practices: How Private Equity Dictates Outcomes. [16] The four named partners met at New York University School of Law where they were editors on the New York University Law Review together. This program has been approved for 3.0 Substantive and 4.5 Ethics CLE credits for Pennsylvania lawyers. Private equity sponsors have led this charge, and some players have recently begun exploiting contractual loopholes to seize value in distress scenarios. The site also has a narrative of Liptons career and thought leadership, which contains citations not only to his own work, but those of leading thinkers with whom he has engaged in constructive dialogue. Brief Description: The new dynamics of lending and private equity ownership pose questions about how disputes among creditors, debtors, and their owners should be resolved. Attendees seeking CLE credit must register for CLE credit and make a payment via the online CLE registration link in the amount of $300.00 ($150.00 public interest/non-profit attorneys). Fox Distinguished Professor of Business Law and current Co-Director of ILE. REGISTRATION:https://pennlaw.zoom.us/webinar/register/WN_t-N7uC-BShm1oufopSg1rw. All Rights Reserved. They also raise the broad question about the gradual shift from bonds to loans in riskier debt markets. I became his fan immediately after the first class, and his articles continuously inspired me to study and learn more in this field of learning. It is time for scholars, policymakers, activists, and present and future lawyers to grapple with the complexity of the the disability frame and think collectively about its implications. That descriptor turns out to be apt as he veers from political naivety to volatile displays of emotion that blur the line between journalism and activism. He is a corporate and securities lawyer, and has focused on mergers and acquisitions and advice to boards of directors and board committees. Delaware Court of Chancery Clarifies Limits of Indemnification and Advancement for Directors and Officers in Lawsuits Relating to Post-Employment Conduct, in Harvard Law School Forum on Corporate Governance and Financial Regulation, November 18, 2015. Plus, they probably can't find enough associates in the small class to get to their minimum sample size. 79 (2018). In the low-interest environment that has existed over the last 10 years, bondholders have been willing to go along in exchange for higher yields. Familiar judicial norms and practices calibrated to an environment with influential senior lenders may not be optimal for an environment in which sponsors set the agenda. But Penn's dewy-eyed approach will frustrate anyone hoping for an incisive examination of the Zelensky phenomenon or a more level-headed, analytical approach to Ukraines massive challenges. I would say that was one of the most exciting moments of my five-year study at Penn Law. Familiar judicial norms and practices calibrated to an environment with influential senior lenders may not be optimal for an environment in which sponsors set the agenda. "Ukraine has inspired the world. Whole Foods Market in responding to shareholder activism and its $14 billion merger with Amazon.com, Inc. Sears Holdings in the separation of its real estate assets into Seritage Growth Properties, a real estate investment trust, Kellogg Company in its $4.6 billion acquisition of Keebler Foods Company and its $2.7 billion acquisition of Procter & Gambles Pringles business, Penn National Gaming in the separation of its real estate assets into Gaming and Leisure Properties, a REIT, and its $2.8 billion acquisition of Pinnacle Entertainment, Gaming and Leisure Properties in its $5.1 billion acquisition of Pinnacle Entertainments real estate assets, Mirage Resorts Incorporated in its merger with MGM Grand Inc, Wynn Resorts Limited in successful proxy contests with former directors of the company, Marsh & McLennan Companies in its $6.4 billion acquisition of Jardine Lloyd Thompson Group, Newmont Mining Corporation in its acquisitions of Franco-Nevada Mining Corporation Limited, Normandy Mining Limited and Santa Fe Pacific Gold Corporation, Knight-Ridder, Inc in its merger with The McClatchy Company. Before his retirement in 2020, Wachter established himself as one of the premier scholars in the field of Labor Law and Economics and then later in Corporate Law and Corporate Finance. He very kindly volunteered to support my federal clerkship applications with a recommendation letter; I will never forget that he asked me to write the first draft (at first I thought he was joking but he was not). [2] On both a profit per lawyer, and profit per equity partner basis, it is the most profitable law firm in the world. Peter N. Flocos (Penn affiliations: BA (College), BS (Wharton), JD (Law School); Adjunct Professor, Law School; Lecturer, Wharton), It was a privilege to have gotten to know and work with Professor Wachter as his student and then teaching assistant in fall 2013. Wachtell, Lipton, Rosen & Katz remains at the top of the list with $8.4 million in profits per equity partner. Carey Foundation's generous commitment to Lifelong Learning. And without his support, I would not have been awarded the John M. Olin Prize in Law and Economics. M.A., Oxford University PENN was advised by a Wachtell, Lipton, Rosen & Katz team including. CLE credit may be available in other jurisdictions as well. A native of Brooklyn, New York, Wachter joined the Penn faculty in 1970, after earning a masters degree and a PhD in economics from Harvard. Double Oscar-winning actor-turned-activist Penn and his crew were in Kyiv filming the documentary as the Russian invasion began and the first part of Superpower captures the misplaced optimism felt by many, Penn included, on the eve of the war that Putin's bluster was just that. In all instances, we will state our name before we speak. A productive scholar, Wachter edited a number of books and authored and co-authored well over 100 papers, earning multiple citations on best-of-the-year lists. He instinctively knew the power of bringing different perspectives together in understanding and solving problems. Law360 may contact you in your professional capacity with information about our other products, services and events that we believe may be of interest.Youll be able to update your communication preferences via the unsubscribe link provided within our communications.We take your privacy seriously. Years ago, Professor Wachter was able to envision how vigorous discussion could spark lively debate and lead to reconsideration of law and policy, said Larry Hamermesh, ILE Executive Director. University of Pennsylvania Carey Law School Wachtell, Lipton, Rosen & Katz Wilmington, DE University of Pennsylvania Carey Law School 3501 Sansom Street Philadelphia, PA 19104 This website uses cookies so that we can provide you with the best user experience possible. May God rest his soul. Jill Barton is an associate in Wachtell Lipton's Corporate Department. Hewas emblematic of the movement to infuse a cross-disciplinary approach into legal education and other fields of study. But sponsors have successfully negotiated for loose debt contracts that preserve the optionality that is often necessary in the precarious post-LBO world. Recordings of the Symposiums panels are availablehere. Facebook In the low-interest environment that has existed over the last 10 years, bondholders have been willing to go along in exchange for higher yields. The memos are coded by key SSRN topics, can be searched by key words, and by date. Daniel A. Neff is the co-chairman of the Executive Committee and partner in the law firm Wachtell, Lipton, Rosen & Katz, which he joined in 1977. [17] The firm rose to prominence on Wall Street when many brokers and investment bankers were launching small firms, but received little attention from established white-shoe law firms, such as Sullivan & Cromwell, Simpson Thacher & Bartlett, and Cravath, Swaine & Moore. The symposium will be held via Zoom on February 18-19. Although banks still hold a majority of leveraged loans, NBFIs are significant market participants, particularly in the non-investment grade loan sector. 51 West 52nd Street, New York, NY 10019 He was the consummate University citizen, said Rock, now Martin Lipton Professor of Law and Co-Director of the Institute for Corporate Governance & Finance at NYU School of Law. Professor Wachters passing is quite a loss for the Penn community in addition to, of course, his family and friends. Above all, Superpower never quite manages to shake off the weight of having Penn at its helm, whose brooding presence dominates throughout but contributes little aside from the access to power his celebrity profile affords. [16] Working both sides of mergers and acquisitions, Wachtell Lipton has represented blue-chip clients such as AT&T, Pfizer, and JP Morgan Chase. 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