Yale Law School has launched a new Center for the Study of Corporate Law that will foster dialogue between academics and legal practitioners.
The idea for the Center for the Study of Corporate Law originated in a conversation between Yale Law School Dean Anthony Kronman and Todd Lang, senior partner in the law firm Weil, Gottshal & Manges, LLP. The center was created to facilitate the research and teaching of business law, widely construed to include the substance of corporate law and the law of other non-governmental organizations (NGOs); the regulation of financial markets and intermediaries; and the legal framework of finance, including the law of bankruptcy, corporate reorganization and secured transactions. The center plans to hold a roundtable or conference every semester.
Legal scholars and practitioners from around the country participated in an inaugural roundtable on May 5 on corporate governance, which featured both lectures and a panel discussion.
Speaking at the roundtable, Kronman observed that in corporate law, “Where practice is imbued with high intellectualism, an exchange of ideas and a transfusion of information in both directions-from the academy to practice and from the practice to academicians-is a very good idea.”
Papers discussed at the roundtable were “Legal and Economic Aspects of Transferring Corporate Control by Shareholder Vote Rather than by Directly Tendering Shares,” presented by professors Alan Schwartz of Yale Law School and Ronald Gilson of Stanford Law School; and “Do IPO Charters Maximize Firm Value? Anti-takeover Protection in IPOs,” presented by professors Robert Daines of the New York University Law School and Michael Klausner of Stanford Law School.
A panel discussion on corporate audit committees featured Professor William T. Allen of the New York University Law School, who is also founding chair of the Independence Standards Board, a newly formed self-regulatory body established through agreement between the Securities and Exchange Commission and the American Institute of Certified Public Accountants; Rick Antle, professor of accounting and associate dean of the Yale School of Management; David M. Becker, general counsel of the U.S. Securities and Exchange Commission; Stephen Fraidin, corporate partner, Fried, Frank, Harris, Shriver & Jacobson; and Ellen Oran Kaden, senior vice president, law and government affairs, for the Campbell Soup Company.
Roberta Romano, the Allen Duffy/Class of 1960 Professor of Law, is director of the new Center for the Study of Corporate Law. Following the day’s events, she said, “The roundtable provided an excellent start for the center, fostering a dialogue between academics and practitioners on the important corporate law issues of the day, and continuing the law school’s historic leadership in corporate law, both nationally and internationally.”
Many Yale Law School alumni active in corporate law practice serve on the center’s board of advisers, including Todd Lang. Other alumni board members include Roger Aaron of Skadden, Arps, Slate, Meagher & Flom; Arthur Fleischer Jr. of Fried, Frank, Harris, Shriver & Jacobson; Stephen Fraidin, also of Fried, Frank; Benjamin F. Stapleton of Sullivan & Cromwell; and Craig M. Wasserman. Some members of the board are both Yale law professors and alumni of the school: Ian Ayres, Henry Hansmann and Alan Schwartz. Ralph K. Winter, chief judge of the U.S. Court of Appeals for the 2nd Circuit and adjunct professor at Yale Law School, also serves on the board.
