Newsletter Vol. 2 Issue 1
Former FDIC Chair Delivers Fred Dunbar Memorial Lecture in Law and EconomicsNERA Economic Consulting endowed The Fred Dunbar Memorial Lecture in Law and Economics in memory of their esteemed partner, Fred Dunbar, for his pioneering role in securities litigation. The Hon. Sheila C. Bair, former Chair of the FDIC (2006–2011), served as the inaugural lecturer. Bair gave a presentation entitled “Ending Too Big to Fail,” in which she discussed the 2008 banking crisis. Now a Senior Advisor at the Pew Charitable Trusts, Ms. Bair remains critical of the government bailouts that were given to the nation’s large financial institutions during the crisis. In her remarks, she argued for imposing greater restrictions on Boards of Directors and the “living will” provisions in the Dodd-Frank Resolution process, which requires banks to provide more detailed disclosure to their regulators of the composition of their subsidiaries.
U.S. Regulators, Government Officials, and Nonprofit Counsel Deliver Corporate Law Center LecturesIn the spring, the Corporate Law Center hosted two government regulators: Vice Chancellor J. Travis Laster of the Delaware Chancery Court and Superintendent Benjamin M. Lawsky of the New York State Department of Financial Services. These lectures brought a sizable audience to the Law School and attracted media coverage.
Vice Chancellor J. Travis Laster gave the Annual DeStefano Lecture on Corporate, Securities, and Financial Law. Laster’s speech, “Revlon is a Standard of Review: Why It’s True and What It Means,” focused on the process by which the Delaware Courts apply the Revlon case today as a form of enhanced scrutiny to all negotiated acquisitions.
Superintendent Benjamin M. Lawsky delivered the Annual Sommer Lecture on Corporate, Securities, and Financial Law. Lawsky, head of a new office combining New York State banking and insurance sectors, spoke about “Regulating in an Evolving Financial Landscape” and discussed the unique challenges faced by financial regulators and our nation in today’s financial climate.
Lanny A. Breuer, Assistant Attorney General, Criminal Division, U.S. Department of Justice, gave a riveting and sobering discussion on “The Threat of Cybercrime and What the Justice Department is Doing About It.”
Lesley Rosenthal, VP, General Counsel & Secretary, Lincoln Center for the Performing Arts, discussed the role of General Counsel in meeting the legal needs of nonprofit organizations and her new book, Good Counsel: Meeting the Legal Needs of Nonprofits. According to Rosenthal, there are over 10 million people employed by nonprofit organizations: this is 7% of the U.S. work force with 1.4 trillion in revenues and expenditures annually. In her book, she discusses the implications of these figures and more.
Expert Panels Explore Domestic and International IssuesThe Corporate Law Center co-sponsored Activist Investing – Creating Value for Hedge Funds with the New York Hedge Fund Roundtable.
Crowell & Moring LLP asked the Corporate Law Center to co-sponsor an international panel on Antitrust in the Americas: Is Big Bad Again? What You Need to Know. Expert practitioners discussed the increased enforcement actions of antitrust agencies across the Americas and resulting regulatory risk to companies doing business around the world. Additionally, they examined best practices for minimizing international antitrust scrutiny and effective ways to address cross-border antitrust investigations.
Kent Bernard, Fordham Law School, New York
Olivier Antoine, Crowell & Moring LLP, New York
Alfredo M. O'Farrell, Marval, O´Farrell & Mairal, Buenos Aires
Crowell & Moring LLP will hold the second Annual Antitrust in the Americas panel on January 22, 2014.
The Corporate Law Center Director and T.J. Maloney Chair in Business Law, Professor Sean J. Griffith, moderated a panel at the conference on “Deals and Suits: Challenges and Opportunities for Chinese Companies Doing Business in the United States,” co-sponsored by the Chinese Business Lawyers Association and Fordham's Office of International and Non-J.D. Programs. Discussion focused on both litigation issues and deal-making. Fordham Law School was very proud to have The Hon. Denny Chin ’78 of the Second Circuit Court of Appeals participate on the litigation panel and address the issue of jurisdiction.
Suits: Litigation Challenges Facing Chinese Companies in the United States
Moderator: Fordham Law Professor Carl Minzner
Long Arm Jurisdiction, Hon. Denny Chin
Deals: Mergers, Acquisitions, and Capital Markets
The Chinese Firm Perspective, Alex Hao, Esquire
A panel on Beyond the Checkbox: Reflections on Diversity in Business Law was organized by student members of the new Committee on Diversity in Business Law and co-sponsored by the Corporate Law Center. Brenda Gill ’95, Head of Strategic Analysis, GSAM, ThomsonReuters, served as the moderator. Panelists offered perspectives on in-house, business, and law firm practice. Discussion centered on how organizations are fostering cultures and building brands supportive of diversity and inclusion, a day in the practice life, and challenges faced by the panelists as diverse attorneys.
Rhonda Oliver '95, Practice Director at H5
April Plana, Assistant General Counsel, Verizon
Squire Servance, Associate, Morgan, Lewis & Bockius LLP
The Business and Ethics of Managing a 21st Century Law FirmThe Corporate Law Center partnered with the Stein Center for Law and Ethics on a new three part series, The Business and Ethics of Managing a 21st Century Law Firm.
Leading expert panels examined how the business of law is changing, addressing ethical considerations of new law firm models, the impact of technology and innovative practices on the traditional law firm hierarchy, and the effect on future lawyers. Each session attracted a capacity audience drawn from the Law School community, practitioners, and business professionals and included media coverage.
January 28, 2013
"Thinking About Conflicts and Waivers in Large Firm Practice"
"The State of the Legal Profession"
"Was Dewey Different?"
February 25, 2013
"ABSolutely Fabulous? Alternative Business Structures and the Emerging Legal Services Paradigm"
"Working with Legal Tech Startups"
March 18, 2013
"At the Corner of Where We're Been and Where We're Going"
"Innovation in the Legal Services Industry: The Future is Already Here, It is Just Not Evenly Distributed"
"At the Corner of Big Data and the Business of Law"
"The Virtual Lawyer: Virtual Law Firms and Other Legal Models”
Academic ProgramsThe Market for Preclusion in Merger Litigation
Professor Griffith presented his current research, "The Market for Preclusion in Merger Litigation", to an expert panel that included The Hon. Loretta A. Preska ‘73, Vincent R. Cappucci ’84, and Alan J. Stone.
The trend for corporate litigation involving Delaware companies to be filed and ultimately resolved outside of the state was examined as it may pose a threat to shareholders, to Delaware, and to the integrity of corporate law. Greater judicial oversight may be required and proposals for a more efficient market for preclusion were discussed.
Comparative Corporate Governance Lecture Series
Three visiting international scholars presented their current research to faculty, students, and alumni at The Comparative Corporate Governance Distinguished Lecture Series co-sponsored by the Office of International and Non-J.D. Programs. Speakers from the United Kingdom, Germany, and Italy addressed the UK Stewardship Code and corporate governance, a new framework for business restructuring in Europe and European Insolvency Regulation, and UNIDROIT Principles and international shareholder’s agreements.
Fordham Journal of Corporate & Financial Law Symposium
On February 11, 2013, the Fordham Journal of Corporate & Financial Law held its annual symposium. “Harmonization versus Diversification of Global Financial Regulations" that included international scholars as panelists.
Seven distinguished scholars presented their current work at the spring 2013 Global Finance class for upper level students that is co-taught by Professor Sean J. Griffith and Fordham Business School Professor John Finnerty.
Business Law Faculty RecognitionFordham’s business law professors are recognized for their prolific writing, having published 19 papers, books, and book chapters, with 7 forthcoming. There are currently 5 working papers and numerous blog posts on the Fordham Corporate Law Forum and other corporate and business-related blogs. Our professors are frequent presenters and speakers at professional conferences, having participated in 16 U.S. conferences, 13 international conferences, and already committed to participate in 2 upcoming international conferences. The Center also convenes roundtables and invites speakers and commentators to help faculty develop their research agendas.
Five faculty members received special awards:
Visit the individual webpages of the business law faculty to find out more about their current and upcoming scholarship.
Update on S.J.D. CandidatesAll three corporate and business law S.J.D. candidates, now in their second year of study, were profiled in the 2012 Corporate Law Center newsletter. We would like to give our readers an update on their scholarship:
Corporate Compliance Institute Launched in July
FordhamLaw’s inaugural Corporate Compliance Certificate Program, held July 8–26, attracted 27 participants who learned the basic aspects of compliance and the role of the corporate compliance office in implementing and evaluating programs designed to comply with statutory, regulatory, and company rules, and disseminating of such programs among management. This intensive compliance training program, run by Professor Sean J. Griffith and Executive Director Carole Basri, included site visits to Morgan Stanley, Jones Day, J.P. Morgan and Bloomberg. Attendees heard from top executives at leading businesses, including Time Warner, American Express, Dell, IBM, Citigroup, MasterCard, and many prominent law firms. Topics explored included risk assessment, attorney-client privilege, the Foreign Corrupt Practices Act, global codes of conduct, crisis management, deferred prosecution and non-prosecution agreements, and corporate social responsibility. All program participants were practicing attorneys, except for three employed in the business field. The Certificate Program received glowing participant evaluations on course material, speakers, site visits, and mentorship opportunities.
This summer program serves as a launch for Fordham Law’s new LL.M. in Compliance, the first of its kind in the United States. Toni Jaeger-Fine, Dean of the Office of International and non-J.D. Programs, noted, “Compliance is an area of increasing complexity and ever-greater importance. This is also an area in which Fordham Law has expertise, having offered a number of courses and programs on compliance over the years. We believe that formalizing this program will enhance our reputation in the field and give our students an advantage as they search for compliance-related jobs.”
CCI Executive Director and Fordham Law Adjunct Professor Carole Basri, a noted expert and textbook author in the compliance field, explained that the rise in compliance considerations first began in 1998 in the health care industry. It is now growing in the financial services industry and is a fascinating area that “combines ethics with the law; there is going to be a great growth in jobs there.” With the advent of Dodd-Frank legislation, the financial services industry is beset with new and wide-reaching regulations. LL.M. students will be able to specialize in certain areas, learning the regulations that vary by industry.
The Compliance LL.M. is a particular source of pride and excitement for Fordham Law. According to Dean Jaeger-Fine, “Fordham will have a significant competitive advantage that will allow us to be seen as a leader in this field. We have the benefit of already offering a number of courses in the field and of having a cadre of extremely accomplished alumni who are high-ranking compliance professionals.”
The process to receive LL.M. approval was extensive. “Initial steps were to seek approval from the Law School’s Committee on International and non-JD Programs and then from the full faculty,” said Dean Jaeger-Fine. “Externally, we sought acquiescence from the American Bar Association. We are now in the last stage of the process, which is to seek registration with the New York State Department of Education.”
Programs for StudentsBusiness Law Practitioners Series
This career-focused lunchtime program attracts an audience of 40–80 students. There were eight speakers during the 2012–13 academic year. Following the program, the Corporate Center invites the speaker and 3–5 students to lunch at a neighborhood restaurant for continued conversation. Speakers encourage students attending the program to contact them for further information. We thank an anonymous donor for sponsoring the fall 2012 BLPS Speakers Series.
International In-House Counsel Breakfast Series
October 10, 2012
November 14, 2012
Miho Kameoka, Assistant General Counsel, International Lead Counsel for Consumer Healthcare, Pfizer, Inc.
April 18, 2013
The Corporate Law Center has a close working relationship with the Journal of Corporate & Financial Law. Professor Griffith is the Journal Moderator. According to the 2012 rankings released by the Washington and Lee University School of Law, the Journal of Corporate & Financial Law is the #2 ranked student-edited banking and finance journal in the United States and is ranked fifth for corporations and associations. The Corporate Center is an active co-sponsor of the Journal’s annual symposium. Previous symposia topics include the harmonization or diversification of global financial regulation, the regulation of OTC derivatives, the regulation of investment funds, Islamic law and finance, and antitrust aspects of bank mergers.
Committee on Diversity in Business Law
Committee members attended conferences, such as the PLI Securities Regulation Conference with sponsorship through Holland & Knight.
In addition, during spring 2013, 3L members were invited to join the new Alliance of Securities and Financial Educators (ASAFE) Seminar at the NYC Bar Association. This six-part seminar, designed for diverse students attending New York City area law schools, introduced students to current issues and careers in securities and finance law. FLS committee members gave a presentation about the Diversity Committee to other law students, as Fordham Law is the only New York City area law school with a student-established Diversity in Business Law organization.
Center Receives Donation of Paramount Communications Delaware Court PapersIn spring 2013, Michael Chepiga, a retired partner at Simpson Thacher & Bartlett LLP, husband of Pamela Rogers Chepiga ’73 and father of Emily Chepiga ’12, donated many of the primary source documents from the seminal corporate law cases of Paramount Communications, Inc. v. Time, Inc. (571 A.2d 1140 Del. 1989) and Paramount Communications, Inc. v. QVC Network, Inc. (637 A.2d 34 Del. 1994). Chepiga was on the litigation team for Paramount on both of these cases. These cases are still taught and studied in Corporations classes at Fordham, a testament to their importance and significance.
Recently, at the 13th Annual Albert A. DeStefano Lecture on Corporate, Securities, and Financial Law in March 2013, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery discussed the importance of these two cases, calling them the "Paramount Doctrine." These cases clarify the change of control standard for triggering enhanced scrutiny and whether and when to apply the Revlon doctrine.
The Corporate Center would like to thank Michael Chepiga for donating these documents to the Corporate Law Center. Dean’s Fellow Brittany Fishman is working with the Fordham Law Library to place the collection on the Fordham Law Archive of Scholarship and History (FLASH) that will be available to students and researchers in the near future.
Alumni and MentorsFordham Law alumni are most generous with their time and provide many opportunities for networking: they serve as mentors for student members in the Committee on Diversity in Business Law, they organize panel programs, and they serve as participants. The Corporate Center is most grateful for their support and expertise.
Alumni also support the The Corporate Law Forum with practitioner submitted reports and client memorandum.
The Corporate Law Center has a Board of Advisors, composed mostly of alumni. We are grateful for their service, support, and loyalty to the Corporate Law Center.
Pamela R. Chepiga ’73