About the Lecture
Corporate governance has evolved dramatically over the past 50 years. As shareholders have played an increasingly important role, corporations have responded with mechanisms designed to constrain activist influence. The most recent innovations have been firm-specific efforts at private ordering – the new governance – rather than expansive regulatory restrictions.
This lecture will focus on these innovations, which range from proxy access and majority voting to board-adopted bylaws designed to constrain shareholder action. The interplay among these innovations poses issues about the appropriate balance of power between shareholders and directors and raises still unanswered questions about the legal limits, if any, that should apply to the adoption and use of these mechanisms.
Jill E. Fisch
Perry Golkin Professor of Law and Co-Director,
Institute for Law and Economics
University of Pennsylvania Law School
Jill E. Fisch is the Perry Golkin Professor of Law and Co-Director of the Institute for Law and Economics at the University of Pennsylvania Law School, where she teaches and writes on corporate law, corporate governance, and securities regulation. Professor Fisch’s scholarship has appeared in a variety of publications, including the Harvard Law Review, the Yale Law Journal, the Columbia Law Review, the University of Pennsylvania Law Review, and the Cornell Law Review. Recent research focuses on corporate governance, money market fund regulation, and securities fraud litigation. Professor Fisch is also engaged in a series of experimental projects that analyze retail investor decision-making and financial literacy.
Prior to joining Penn, Professor Fisch was the T.J. Maloney Professor of Business Law at Fordham Law School and Founding Director of the Fordham Corporate Law Center. She has also served as a visiting professor at Harvard Law School, Columbia Law School, and the Georgetown University Law Center. She has lectured on corporate and securities law in China, Japan, Norway, France, Germany, and the United Kingdom.
Professor Fisch practiced law as a trial attorney with the United States Department of Justice, Criminal Division, and an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton. She is a member of the American Law Institute and a director of the European Corporate Governance Institute. She chaired the Committee on Corporation Law of the Association of the Bar of the City of New York and the sections on Securities Regulation and Business Associations of the Association of American Law Schools. She received her B.A. from Cornell University and her J.D. from Yale Law School.
Charles M. Elson, Edgar S. Woolard Jr. Chair in Corporate Governance, Professor of Finance, and Director of the John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware
Robert J. Jackson Jr., Professor of Law and Co-Director of the Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School
James A. Fanto, Gerald Baylin Professor of Law and Co-Director, Center for the Study of Business Law and Regulation, Brooklyn Law School
Sponsored by the Center for the Study of Business Law and Regulation and the Brooklyn Law Review
Watch the video.