Conferences & Symposia
The University of Maryland School of Law
Fifth Annual Business Law Conference:
The Fall and Rise of Federal Corporation Law
Friday October 13, 2006
Join us as we focus on the interplay of state and federal law in corporate governance.
In the 1970s, many legal scholars advocated the federalization of corporation law on the theory that the states were engaged in a race of laxity. But ultimately, the Supreme Court confined the reach of federal securities law while the states (particularly Delaware) became much more solicitous of stockholders. In the early 2000s, with the collapse of Enron, Worldcom, and other major corporations, and the passage of the Sarbanes-Oxley Act, there has been a resurgence of efforts to impose federal standards on areas of law traditionally left to the states. This conference focuses on this trend, where the law is going, and whether such changes are for the better or worse.
Conference proceedings and papers will be published in the Journal of Business & Technology Law.
CONTINENTAL BREAKFAST IN THE ATRIUM
9:15 to 10:45 a.m.
PANEL I – CORPORATE GOVERNANCE
In addition to the 2002 Sarbanes Oxley Act, which includes significant new federal rules relating to the substance of corporate governance, the SEC has proposed rules that would federalize other areas of governance that have traditionally been left to the states. Although a proposed rule that would effectively require majority voting for directors has been shelved, it appears that the SEC is inclined to use its power here aggressively even though the courts have struck down new rules relating to the governance of mutual funds.
Frank Balotti – Richards Layton & Finger
Robert Ahdieh – Emory University
Intersystemic Regulation and Rule 14a-8
Larry Hamermesh – Widener UniversityThe Policy Foundations of Delaware Corporate Law
Jennifer Johnson – Lewis & Clark Law School
Adopting Federal Standards as Best Practices for Private and Nonprofit Firms
Brett McDonnell – University of Minnesota Law School
Recent Skirmishes in the Battle Over Corporate Voting and Governance
Jennifer O'Hare – Villanova University
11 a.m. to 12:30 p.m
PANEL II – CORPORATE FINANCE
Although proposed reforms in governance and oversight have tended to dominate the news, there has been significant action in the area of finance. The SEC and the accounting profession have adopted new rules relating to executive compensation, and the Supreme Court has rendered a series of important decisions relating to securities fraud class actions. While these developments may have the effect of limiting the applicability and evolution of state law in this area, they also reveal fundamental weaknesses in the federal approach.
John Olson – Gibson Dunn & Crutcher
Richard Booth – University of Maryland School of Law
Securities Fraud, Insider Trading, and Derivative Actions
Faith Kahn – New York Law School
Federalism, Fraud, and Freeze Out Transactions
Jerry Markham – Florida International University College of Law
Mark Lowenstein – University of Colorado School of Law
The Supreme Court and the Federalization of Corporate Law
Charles Elson – University of Delaware
Julian Velasco – Notre Dame Law School12:30–2 p.m.
Speaker: The Honorable Jack Jacobs – Delaware Supreme Court
2:15 to 3:30 p.m.
PANEL III – CORPORATE PRACTICE
In addition to more direct efforts to affect the direction of corporation law, the SEC and the Justice Department (and other government and quasi-government agencies) have sought to attack perceived problems of corporate governance by pursuing lawyers, accountants, and other professionals in addition to the executive officers of failed companies. Although this tactic may be sensible in cases in which the individual defendants have gained from the transactions in question, it has drawn heavy criticism in other cases. The recent indictment of the class action law firm Milberg Weiss is the latest example of this tactic. Although every case is different, the big question is whether criminal prosecution of corporations and their employees and advisers is ultimately an efficient way to achieve improvements in corporate governance.
Lisa Fairfax – University of Maryland School of Law
Theresa Gabaldon – George Washington University Law School
Milberg Weiss: Dying of Shame
Robert Hillman – UC Davis
The Milberg Indictment as an Inquiry into Accountability
Bruce Kobayashi – George Mason University School of Law
What's So Bad About Paying Plaintiffs? (with Ribstein)
Larry Ribstein – Univeristy of Illinois at Urbana-Champain
What's So Bad About Paying Plaintiffs? (with Kobayashi)
Richard Painter – University of Minnesota Law School
Frank Razzano – Dickstein Shapiro
3:30 to 5 p.m.
RECEPTION IN THE ATRIUM
Attire will be business casual. To register, please click here.
This year's Business Law Conference is supported through the generosity of the Association of Securities and Exchange Commission Alumni, Inc. and the Miles & Stockbridge Fund for Excellence in Business Law.