Securities Regulation and the Global Economic Crisis: What Does the Future Hold?

Transcription

1 Securities Regulation and the Global Economic Crisis: What Does the Future Hold? Seton Hall Law Review Annual Symposium Friday, October 30, 2009 Speakers Michelle M. Harner Associate Professor of Law, University of Maryland School of Law Richard W. Painter S. Walter Richey Professor of Corporate Law, University of Minnesota School of Law Lisa M. Fairfax Leroy Sorensen Merrifield Research Professor of Law, The George Washington University Law School J. W. Verret Assistant Professor of Law, George Mason University School of Law Wulf A. Kaal Assistant Professor, Mississippi College School of Law Joan MacLeod Heminway Distinguished Professor of Law, The University of Tennessee College of Law Eric Chaffee Associate Professor and Chair, Project for Law & Business Ethics, University of Dayton School of Law

2 Chris Brummer Professor of Law, Georgetown University Law Center Francis H. Byrd Managing Director and Co-Leader, Corporate Governance Advisory Practice, The Altman Group Amy J. Greer Partner, Reed Smith LLP William Jannace Managing Director, Member Regulation Division, FINRA Robert A. Marchman Executive Vice President, Enforcement & Risk Group NYSER Marc B. Minor Chief of the Bureau of Securities, State of New Jersey Bureau of Securities

3 About the Speakers Chris Brummer Professor of Law, Georgetown University Law Center Chris Brummer is an expert in international financial regulation. His research focuses on globalization and its impact on financial markets and financial market regulation. Professor Brummer earned his J.D. from Columbia Law School, where he graduated with honors, and he holds a Ph.D. in Germanic Studies from the University of Chicago. Prior to joining Georgetown's faculty he served on the faculty of Vanderbilt Law School and practiced in the New York and London offices of Cravath, Swaine & Moore. He is fluent in French and German. Francis H. Byrd Managing Director and Co-Leader, Corporate Governance Advisory Practice, The Altman Group Francis H. Byrd is Managing Director and Corporate Governance Advisory Practice Co-Leader at The Altman Group. Mr. Byrd provides strategic advice on corporate governance issues to boards of directors and senior executive management of corporate issuers. He also edits the firm's weekly newsletter Governance & Proxy Review. Mr. Byrd joined The Altman Group in February Prior to joining, he was Vice President/Corporate Governance Specialist at Moody's Investors' Service where as a member of the fundamental credit rating team he authored over 90 published corporate governance assessments and sector commentaries; and evaluated the governance attributes and practices of hundreds of Fortune 1000 companies, focusing on the relationship between governance, risk and credit. Prior to Moody's, Mr. Byrd was with the NYC Comptroller's Office, where he developed the governance target list and managed shareowner engagements for the $83 billion New York City retirement systems and pension funds, a global leader in the field of institutional investor activism. Currently, Mr. Byrd is at the forefront of The Altman Group's efforts to lobby the SEC on corporate governance issues and proxy voting mechanics. He has helped to craft proposals to the SEC, by The Altman Group, to reform shareholder communications and investor disclosure rules. Eric Chaffee Associate Professor and Chair, Project for Law & Business Ethics, University of Dayton School of Law Eric Chaffee teaches a variety of courses focusing on business law and criminal law. Professor Chaffee's scholarship and research typically relates to securities regulation, business ethics, and white collar crime. He is a graduate of the University of Pennsylvania Law School and The Ohio State University, and prior to coming to academia, he was an attorney with Jones Day, an international law firm.

4 Lisa M. Fairfax Leroy Sorenson Merrifield Research Professor of Law, The George Washington University Law School Lisa M. Fairfax teaches courses in the business area. Professor Fairfax's scholarly interests include corporate governance matters, shareholder activism, fiduciary obligations, securities fraud, and privatization and education, and she is a frequent presenter at scholarly conferences. Professor Fairfax is chair of the Business Associations Section of the AALS, a member of the ABA Business Law Section's Committee on Corporate Laws (which has jurisdiction over the Model Business Corporation Act), and she serves on the National Adjudicatory Council and the NASDAQ Market Regulation Committee of FINRA. Prior to joining GW, Professor Fairfax was a Professor of Law and Director of the Business Law Program at the University of Maryland School of Law, where she was voted Teacher of the Year. Before entering academia, she practiced corporate law with Ropes & Gray in Boston and the District of Columbia. Professor Fairfax graduated from Harvard Law School and Harvard College with honors. Amy J. Greer Partner, Reed Smith LLP Amy J. Greer is a Partner with Reed Smith LLP, in the firm's Global Regulatory Enforcement group, and she is the co-leader of the firm's securities litigation and enforcement practice. She divides her time between the firm's Philadelphia and New York offices. Prior to joining Reed Smith in August 2008, Ms. Greer served as Regional Trial Counsel in the Philadelphia Regional Office of the US Securities and Exchange Commission. In that role, Ms. Greer served as chief litigation counsel for the Philadelphia office, which covers the mid-atlantic region, and managed a staff of lawyers responsible for a wide variety of enforcement matters. Ms. Greer joined the agency from private practice in July Prior to joining the SEC, Ms. Greer was in private practice in Pittsburgh, where she was, most recently, a shareholder in the Litigation practice group of a large regional law firm, specializing in corporate and commercial litigation, securities litigation and enforcement proceedings, and general business litigation. Ms. Greer received her law degree from the College of William and Mary ; she graduated Phi Beta Kappa from Gettysburg College. Ms. Greer has been admitted to practice law in Pennsylvania and New York state courts, U.S. District Court for the Eastern and Western Districts of Pennsylvania, and the U.S. Courts of Appeals for the Third Circuit and Fourth Circuit.

5 Michelle M. Harner Associate Professor of Law, University of Maryland School of Law Michelle M. Harner publishes and lectures frequently on various topics involving financially distressed entities and related legal issues. Her most recent publications include: Corporate Control and the Need for Meaningful Board Accountability, 94 MINN. L. REV. (forthcoming 2010); The Corporate Governance and Public Policy Implications of Activist Distressed Debt Investing, 77 FORDHAM L. REV. 703 (2008); and Trends in Distressed Debt Investing: An Empirical Study of Investors' Objectives, 16 AM. BANKR. INST. L. REV. 69 (2008). Professor Harner's current research interests include shareholder and creditor activism and its impact on corporate value; legislative responses to serial business failures and related implications for discrete industries; and the ethical implications of insolvency for directors, officers and other fiduciaries. Professor Harner previously was in private practice in the business restructuring, insolvency, bankruptcy and related transactional fields, most recently as a partner at the Chicago office of the international law firm Jones Day. Joan MacLeod Heminway Distinguished Professor of Law, The University of Tennessee College of Law Joan MacLeod Heminway teaches a range of business law courses, including Business Associations, Corporate Finance, Securities Regulation, and Representing Enterprises (a transaction simulation course). Her scholarship focuses on securities fraud and corporate governance, including especially issues relating to disclosure regulation and policy. She is a member of the ALI and currently serves as a fellow in The University of Tennessee's Corporate Governance Center, Center for Business and Economic Research, and Center for the Study of Social Justice. Before accepting her academic appointment at The University of Tennessee in 2000, Professor Heminway practiced corporate and securities law for almost 15 years in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP. William Jannace Managing Director, Member Regulation Division, FINRA William Jannace is a Managing Director in the Member Regulation Division of the Financial Industry Regulatory Authority (FINRA). At the New York Stock Exchange he worked on several major regulatory initiatives, including the Research Analysts Conflicts Rules and SRO Rule Harmonization. Before joining the NYSE, Mr. Jannace worked in the Legal-Compliance Departments of TD Securities and Smith Barney, and then as an Enforcement Attorney at the American Stock Exchange, where he investigated and litigated regulatory and compliance matters involving broker-dealers. Before he became a lawyer, Mr. Jannace was involved in proxy-fights and tender-offers as an account executive at Georgeson & Co. and

6 D.F. King & Co., Inc., proxy-solicitation firms. Mr. Jannace is currently an Adjunct Professor of Law at New York Law School, where he teaches courses on Broker-Dealer Regulation and the Securities Act of He previously taught securities regulation courses at several other universities and business/professional schools. Mr. Jannace also lectures internationally, conducting training programs for several foreign stock exchanges, including seminars on Corporate Governance and Securities Regulation for the Russian Securities Commission and Stock Exchange in Moscow, Capital Market Development and Oversight for the East African Securities Regulatory Authorities in Uganda. He has participated in a technical assistance mission with the SEC and Saudi Arabian Capital Markets Authority in Riyadh, Saudi Arabia and a technical assistance mission with the SEC and the Securities and Exchange Board of India in Mumbai and New Delhi, India. Most recently, he was a presenter in series of lectures on Capital Market Development with the SEC, Ukrainian Securities & Stock Market State Commission and the U.S. Agency for International Development (USAID) in Kyiv (Kiev), Ukraine. Mr. Jannace received his JD from New York Law School in 1992, and his LL.M. in Corporate, Banking, and Finance Law from Fordham Law School in 1996, where he wrote his Masters Thesis on Corporate Governance and Institutional Shareholder Activism. He is a member of the State Bars of New York and Connecticut. Wulf A. Kaal Assistant Professor, Mississippi College School of Law Wulf A. Kaal graduated with a Ph.D., J.D., M.B.A. and LL.M. and worked for Cravath, Swaine & Moore LLP and Goldman Sachs before entering the Academy. His teaching and research interests are primarily in Securities Regulation, Business Associations, Corporate Finance as well as European-, Civil- and Comparative Law. Robert A. Marchman Executive Vice President, Enforcement & Risk Group, NYSER Robert A. Marchman is executive vice president of NYSE Regulation's Enforcement division. He also oversees the Risk Group. Mr. Marchman directs the activities of Enforcement, which investigates and prosecutes trading and other Exchange rule violations, and applicable federal laws or regulations, that occur on or through the systems and facilities of the NYSE. The Risk Department is responsible for identifying internal areas of risk in the NYSE regulatory program, as well as tracking key external market and industry trading developments that require regulatory response. Previously, Mr. Marchman served as head of the Market Surveillance division. In 1989, he joined the NYSE as an enforcement director. He later was promoted to managing director, vice president in February 1994, and senior vice president of Enforcement in February Prior to joining the Exchange, he was a branch chief in the SEC's Division of Enforcement in Washington, D.C. Mr. Marchman is a magna cum laude graduate of Allegheny College, where he was inducted into Phi Beta Kappa, and received his J.D. from the University of Pennsylvania. In 2000, he attended Harvard Business School's Program for Management Development. Since 1999, Mr. Marchman has chaired the NYSE's Diversity Council, an advisory group that counsels NYSE management on diversity-management issues.

7 Marc B. Minor Chief of the Bureau of Securities, State of New Jersey Bureau of Securities Marc B. Minor was appointed as Chief of the State of New Jersey Bureau of Securities by Attorney General Anne Milgram in April He received his Juris Doctorate from Howard University School of Law in Washington, D.C., where he was co-editor-in-chief of the Howard Scroll: Social Justice Law Review, and his undergraduate degrees from the University of Maryland. Mr. Minor's previous experience includes serving as Senior Counsel for FINRA (formerly NYSE Regulation, Inc.), Enforcement Director for the Philadelphia Stock Exchange, Assistant Attorney General for the New York Attorney General's Bureau of Investment Protection, and as an associate in private practice. Richard W. Painter S. Walter Richey Professor of Corporate Law, University of Minnesota School of Law Richard W. Painter teaches securities regulation, securities litigation, corporate law, professional responsibility and government ethics. He practiced law for five years at Sullivan & Cromwell in New York City and at Finn Dixon & Herline in Stamford, Connecticut before entering law teaching in 1993 and he was the chief government ethics lawyer for President George W. Bush and the White House staff from 2005 to In 2002, he was instrumental in the enactment of Section 307 of the Sarbanes-Oxley Act (requiring lawyers to report known securities law violations up the ladder to client boards of directors). J.W. Verret Assistant Professor of Law, George Mason University School of Law J.W. Verret received his JD and MA in Public Policy from Harvard Law School and the Harvard Kennedy School of Government, respectively, in Prior to joining the faculty at Mason Law, Professor Verret was an associate in the SEC Enforcement Defense Practice Group at Skadden, Arps in Washington, D.C. Professor Verret is also a Senior Scholar at the Mercatus Center Working Group on Financial Markets, where he regularly briefs Congressional staff, members of Congress, SEC Commissioners and other financial regulatory agencies on financial regulation topics. He also directs the Corporate Federalism Initiative, where he obtains research grants for a network of students and faculty scholars who study the division between states and the federal government as sources of corporate law.