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“Who Calls the Shots in Delaware? The Evolving Tug of War between Boards, Controllers, and Judges”

  • The Century Association 7 West 43d Street New York, NY 10036 United States (map)

A Craig Wasserman ’86/Wachtell, Lipton, Rosen & Katz Alumni Breakfast.

Breakfast will be available at 7:30 a.m. The program will begin promptly at 8:00 a.m. and end promptly at 9:20 a.m.

The YLS Office of Alumni Engagement and Development will send invitations to alumni in the New York metropolitan area.


Please join our distinguished panelists for a timely discussion on the evolving landscape of Delaware corporate law, focusing on the dynamic interplay between boards, controllers, and judges. We will explore key developments such as Moelis, New Enterprise Associates, the new Section 122(18), Tornetta and Tesla's decision to move to Texas, Maffei, and Sears. We will also delve into the role of private ordering and state competition - balancing contractual freedom to reshape corporate rules against the mandatory boundaries set by judges and statutes.

Panelists:

1.   Zohar Goshen ’90 (LL.M.), ’91 (S.J.D.), Jerome L. Greene Professor of Transactional Law, Columbia Law School

2.   Marcel Kahan, George T. Lowy Professor of Law, New York University School of Law

3.   Jonathan Macey ’82, YLS Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law

4.   Edward Rock, Martin Lipton Professor of Law and Co-Director, Institute for Corporate Governance & Finance, New York University School of Law       

5.   Sarath Sanga ’14, YLS Professor of Law and Co-Director, YLS Center for the Study of Corporate Law

Roberta Romano ’80, YLS Sterling Professor of Law and Co-Director, YLS Center for the Study of Corporate Law, will moderate the discussion.


All discussion at the Alumni Breakfast is subject to the YLS Center for the Study of Corporate Law Program Rules.


CLE Credit Available:

Yale Law School has been certified by the New York State Continuing Legal Education Board as an Accredited Provider of CLE programs. One and one half (1.5) CLE credit hours in Professional Practice will be available for this program, which is appropriate for both newly admitted and experienced attorneys. Preregistration is required for CLE credit. You must be present for the entire program to receive CLE credit; we cannot give partial CLE credit for partial attendance.

Program reading materials are available here.

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November 19

“Perspectives on Internal Investigations: How and When Corporations Should Identify, Investigate, and Self-Report Wrongdoing”

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February 5

The Hon. Michael E. Farbiarz ’99, United States District Judge for the District of New Jersey and General Counsel, Port Authority of New York and New Jersey (2016-2023)