Upcoming Events

Past Events

Symposium: Emerging Trends in Corporate Enforcement and Compliance

Friday, February 22
8:30 a.m.: Registration and Continental Breakfast
9 a.m. to 3:45 p.m.: Program

Brooklyn Law School
Subotnick Center, 10th Floor
250 Joralemon St.

RSVP by Wednesday, February 20

About the Symposium
No longer a new or emerging phenomenon, corporate compliance has become an essential component of corporate life. It owes its importance to the fact that government enforcement officials and regulators have transformed the firm’s compliance function into an integral player in their overarching strategy to ensure compliance with law and regulation and to punish and deter wrongdoing. On the one hand, the corporate firm relies on the compliance department to educate, monitor, investigate, and implement internal reforms designed to improve corporate culture and internal control systems. At the same time, the government increasingly relies on the compliance department to disclose wrongdoing, share information freely, and inculcate in corporate employees powerful, law-abiding behavioral norms.

Compliance has become increasingly complex and its failures can have dramatic consequences for a firm. As our knowledge of compliance evolves, so too does our understanding of the ways in which three key constituencies involved in compliance interact: corporate boards and executives, internal compliance officers and the broader compliance industry, and government enforcement officials and regulators.

The purpose of this Symposium is to identify and explore emerging trends in corporate compliance. Three panels of experts drawn from law schools and business schools will share their research, knowledge of compliance practice, and diverse perspectives on corporate compliance. They will also explore how the compliance function has matured in a relatively short time, and how it might be transformed over the next decade against a backdrop of profound technological, organizational, and industrial change.

View the agenda and panel participants.

Sponsored by the Center for the Study of Business Law & Regulation and the Brooklyn Journal of Corporate, Financial & Commercial Law

Young Bankruptcy Scholars Workshop

Friday, October 12, 9 a.m. to 4 p.m.
Saturday, October 13, 9 a.m. to 12:30 p.m.

Sponsored by the American Bankruptcy Institute and Brooklyn Law School's Center for the Study of Business Law and Regulation

Past Events

Book Talk: The Rise of the Working-Class Shareholder

Wednesday, April 18, 2018

About the Program
David Webber’s The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon (Harvard University Press; April 2, 2018), tells the story of a group of labor activists who have challenged corporations, hedge funds, and private equity funds using the enormous power vested in worker pension funds. At a time when traditional 20th century tools like strikes have increasingly failed workers, these activists have figured out how to use the trillions of dollars in worker retirement funds as a working class weapon.

Webber follows a small group of activists, young and old, as they begin to grasp and deploy the enormous power vested in these pension funds. Just as labor has been pushed to the brink of extinction—outmaneuvered in Washington and state capitals, at the bargaining table, in courtrooms, and boardrooms—these innovative activists have discovered how to deploy shareholder power to do what labor has done too rarely in recent years: win.

This power in favor of workers is being directly threatened by a comprehensive political, legal, corporate, and academic attack funded by the Koch brothers and Enron billionaire John Arnold. Through facts, cases, and narrative, Webber demonstrates the overwhelming political and economic importance of these pensions. The Rise of the Working-Class Shareholder breaks new ground in exploring why the future of labor power must include shareholder power and what should (and should not) be done with one of the most economically important resources in the world: the retirement savings of workers.

Sponsored by the Center for the Study of Business Law and Regulation

Symposium: The Market for Corporate Control in the Zone of Insolvency

Friday, March 2, 2018

About the Symposium
Solvent companies trade subject to the relatively well-developed law of mergers and acquisitions, informed by a robust scholarly literature on the market for corporate control. Insolvent companies trade too, sometimes in bankruptcy and sometimes in its shadow, regulated instead by a bankruptcy court and federal bankruptcy law.  
While it is easy to assume that markets are markets, there are important differences: markets for distressed assets are less robust and may be distorted by a short-term financial crisis; information may be scarce; creditors may gain the practical power to shut down the business by withholding goods and services, cutting off credit, or exerting control over key assets. Chapter 11 seeks to impose an orderly governance structure, but, even once a firm has filed, control rights trade at a discount, "blocking positions" may be easier to acquire, and creditors’ economic interest may not be transparent.
This symposium will compare and contrast the dynamics of the market for corporate control in these two distinct contexts and consider whether they justify differences in legal treatment.  

View the agenda and panel participants

Sponsored by the Center for the Study of Business Law & Regulation and the Brooklyn Journal of Corporate, Financial & Commercial Law

Pomerantz Lecture: Corporate Triplespeak

Thursday, September 28, 2017

Alan R. Palmiter
William T. Wilson III
Presidential Chair for Business Law
Wake Forest University School of Law

About the Lecture
This lecture will examine the question of corporate sustainability in the electric utility industry and consider what lawyers and policy makers should make of the industry’s moral “triplespeak.”

During the year following the EPA’s proposed Clean Power Plan to regulate CO2 emissions, the largest investor-owned electric utilities engaged in a curious triplespeak. Employing the moral language of political conservatives, the utilities focused on whether and how the EPA had transgressed its “traditional” regulatory role, thus altering the “structure” of energy federalism and potentially “degrading” orderly power supplies. In their filings with the Securities and Exchange Commission, the utilities used the moral language of political libertarians, focusing on the “financial risks” that federal government “intervention” poses to efficient power “markets” and to the “freedom” of utilities to match energy supplies and customer demand. Meanwhile, in their Corporate Social Responsibility (CSR) reports, the utilities used the moral language of political progressives, highlighting their concern for the “well-being” of their customers and other stakeholders, their desire to “protect” the environment from the “threat” of climate change, and their “conscientious efforts” to shift away from fossil fuels toward renewables. In many instances the same utility company took all of these seemingly inconsistent stances at about the same time.

Sponsored by the Center for the Study of Business Law and Regulation and the Brooklyn Law Review

James A. Fanto, Gerald Baylin Professor of Law and Co-Director, Center for the Study of Business Law and Regulation, Brooklyn Law School

Tamara C. Belinfanti, Professor of Law and Co-Director, Center for Business and Financial Law, New York Law School

Daniel J. H. Greenwood, Professor of Law, Maurice A. Deane School of Law at Hofstra University

The Pomerantz Lecture honors the life and work of Abraham L. Pomerantz, a 1924 graduate of Brooklyn Law School. The lecture series focuses on topics of corporate securities law and related issues of professional responsibility. The law firm of Pomerantz LLP, of which Abraham Pomerantz was the founding partner, provides continuing support for this series.

Profs. Brakman Reiser and Dean's Book Launch: Social Enterprise Law

Wednesday, October 25, 2017

Social Enterprise Law: Trust, Public Benefit and Capital Markets
A Discussion with Authors Dana Brakman Reiser, Professor of Law and Steven A. Dean, Vice Dean and Professor of Law

About the Book
Social enterprises are hybrid organizations, producing goods and services that generate wealth and enhance people’s welfare. Because they are a recent phenomenon and share attributes of both profit-generating firms and non-profit endeavors, legal regimes have yet to catch up to and encourage the twin goals of profit and social purpose. In Social Enterprise Law, Dana Brakman Reiser and Steven A. Dean present a series of audacious legal technologies designed to unleash the full potential of social enterprise. Detailing tools as diverse as innovative financial instruments, novel tax regimes, and creative succession planning, this book offers new insights on how the law can help entrepreneurs and investors find and trust each other, and together realize the promise of a marriage of markets and mission.

About the Authors
Dana Brakman Reiser, Professor of Law, has been teaching and writing about social enterprise and nonprofit law as a member of the Brooklyn Law School faculty since 2001. She was an Associate Reporter for the American Law Institute's Principles of the Law of Nonprofit Organizations and rel="noopener noreferrer" is a graduate of Harvard rel="noopener noreferrer" Law School.

Steven A. Dean, Vice Dean and Professor of Law, joined the faculty at Brooklyn Law School after practicing transactional law at two global law firms. He is a co-author of the forthcoming book Federal Taxation of Corporations and Corporate Transactions and is a graduate of Yale Law School.

Copies of Social Enterprise Law (Oxford University Press, 2017) will be available for purchase.

Roundtable Discussion: The Impact of Brexit on Cross-Border Bankruptcy Practice

Monday, May 15, 2017

Though the details are not yet clear, Brexit will have a major impact on the shape of cross-border restructurings and insolvencies in Europe and worldwide. At the very least, the UK will no longer be governed by the European Insolvency Regulation. As a result, schemes of arrangement and insolvency orders originating in the UK will face additional uncertainty regarding recognition, and insolvency orders originating in the EU will no longer receive automatic recognition in the UK. How can these lacunae be bridged to facilitate orderly restructurings?

  1. Recognition of Insolvency Proceedings post Brexit - Where will we land?
      a. Prof. Irit Mevorach (University of Nottingham)
      b. Prof. Janis Sarra (University of British Columbia)
      c. Dr. Alexander Bornemann (German Ministry of Justice)
  2. Recognition of Insolvency Proceedings post Brexit - What should we try to negotiate? Can UNCITRAL help?
      a. Prof. Ignacio Tirado (Universidad Autonama de Madrid)
      b. Prof. Riz Mokal (University College London, 3/4 South Square)
      c. Prof. Edward Janger (Brooklyn Law School)
  3. Recognition of Pre-insolvency Schemes post Brexit - All fine anyway?
      a. Prof. Susan Block-Lieb (Fordham Law School)
      b. Prof. Christoph Paulus (Humboldt Universitat zu Berlin)

Sponsored by the International Insolvency Institute and the Brooklyn Law School Center for the Study of Business Law and Regulation.

Book Talk - 'Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism'

Wednesday, April 12, 2017

Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism
A Conversation with the author Jeff Gramm, Bandera Partners and Adjunct Associate Professor, Columbia Business School; and Amy Miller, Senior Vice President, Deputy General Counsel & Corporate Secretary, New York Life Insurance Company

About the Program
Dear Chairman
(HarperCollins, 2016) is a sharp and illuminating history of one of capitalism’s longest running tensions—the conflicts of interest among public company directors, manaagers, and shareholders—told through entertaining case studies and original letters from some of our most legendary and controversial investors and activists.

Recent disputes between shareholders and major corporations, including Apple and DuPont, have made headlines. But the struggle between management and those who own stock has been going on for nearly a century. Mixing never-before-published and rare, original letters from Wall Street icons—including Benjamin Graham, Warren Buffett, Ross Perot, Carl Icahn, and Daniel Loeb—with masterful scholarship and professional insight, Dear Chairman traces the rise in shareholder activism from the 1920s to today, and provides an invaluable and unprecedented perspective on what it means to be a public company, including how they work and who is really in control.

Gramm discussed his book and joined Amy Miller to analyze contemporary corporate governance issues from legal and business angles. The program also included Minor Myers, Professor of Law, Brooklyn Law School.

About the Participants
Jeff Gramm runs a hedge fund, Bandera Partners, LLC, and has served on several public company boards of directors. He is an adjunct professor at Columbia Business School, where he teaches value investing. He received his MBA from Columbia Business School and a B.A. from the University of Chicago.

Amy Miller is Senior Vice President, Deputy General Counsel, and Corporate Secretary at New York Life Insurance Company. She has a J.D. from the University of Virginia School of Law and a B.A. from the University of Chicago.

Sponsored by the Center for the Study of Business Law & Regulation

Symposium: Decision Making and Legitimacy in Public Bankruptcies

Friday, March 3, 2017

Review the Agenda.

About the Symposium
Bankruptcy is generally seen as a public mechanism for adjusting private debts. Recent crises involving public debt of Detroit, Puerto Rico, Greece and Argentina, among others, have tested the ability of judges and other public institutions to manage the complicated politics of debt restructuring. This program considered the interaction between traditional institutions, such as judges, creditors, committees, and public officials, and newer mechanisms such as special masters, emergency managers and oversight panels. This program brought together academics and attorneys who have participated in these cases to discuss the dynamics of those cases and explore approaches for future public debt crises.

Sponsored by the Center for the Study of Business Law & Regulation and the Brooklyn Journal of Corporate, Financial & Commercial Law

Symposium: The Market for Corporate Control in the Zone of Insolvency

Watch the Symposium on The Market for Corporate Control in the Zone of Insolvency

Have questions? We have answers.

Center for the Study of Business Law and Regulation

James Fanto
Professor of Law

Edward Janger
David M. Barse Professor of Law &
Associate Dean for Faculty Research and Scholarship

Associate Director:
Miriam Baer
Professor of Law