2012 Annual Symposium

The NYU Journal of Law & Business Seventh Annual Symposium

Corporate Governance in the Global Marketplace: New Players, Cross-border Investing, and Corporate Crime


Friday, January 27, 2012
New York University School of Law
Vanderbilt Hall (40 Washington Square South), Greenberg Lounge

CLE Materials:

Panel One: Players in New Capital Markets
Moderator: Simon Lorne, Vice Chairman and Chief Legal Officer, Millennium Management, LLC

Sophia Lee ‘96, Deputy General Counsel, Liquidnet Holdings, Inc.

Roy Smith, Kenneth Langone Professor of Entrepreneurship and Finance, Leonard N. Stern School of Business

Annemarie Tierney, General Counsel, SecondMarket

Roberta Karmel ’62, Professor, Brooklyn Law

The structure of the capital markets is rapidly changing. Traditional shareholders make up a smaller share of market trades than in the past. High frequency trading (HFT) is driving the modern securities market, and these traders, who are not long-term owners, ignore future earning and quality of management. At the same time, secondary markets, such as dark pools are quickly emerging, allowing large trades, usually by institutional investors, to be orchestrated anonymously. Additionally, it has been argued that ever popular exchange traded funds (ETF) may represent short-term speculation and decrease returns to investors. This panel will discuss these developments and focus on the corporate governance issues that emerge. How do directors of corporations think about this activity? How are managers and directors supposed to view their company’s share price when high frequency trades increasingly determine the price? How can managers and directors act in the best interest of shareholders if those shareholders are changing every second or they cannot even tell who the shareholders are?

Panel Two: Corporate Governance in a Global Context
Moderator: Helen Scott, Co-director, Mitchell Jacobson Leadership Program in Law & Business, New York University School of Law

John Suydam ‘85, Chief Legal and Compliance Officer, Apollo Global Management, LLC

Melissa Sawyer, Partner, Sullivan & Cromwell LLP

Karen Brenner, Clinical Professor of Business, Leonard N. Stern School of Business

Laura Unger, Special Advisory, Promontory Financial

As a result of globalization, many U.S. companies have a significant presence in other countries. With increasing cross-border M&A and investing, the corporate governance laws of other jurisdictions are ever more important for U.S.-headquartered companies. This panel will examine whether there are any emerging norms in global corporate governance, and will explore areas where the U.S. can learn from other markets, and vice versa. Unlike in the U.S., many foreign companies have controlling shareholders; therefore, other countries often have rules for “independence” which differ from our own. What does this mean for U.S. investors in these companies, and what are the implications when these foreign companies wish to increase their presence in the United States. Additionally, some countries, such as Norway, have mandated that women fill a certain number of board seats. Should the U.S. be focusing more on board diversity, considering both gender and race? Should this diversity issue be considered solely based on evidence that such diversity would increase firm value, or is it a social justice issue and thus something that should be done regardless of whether it increases value?

Panel Three: FCPA and UK Bribery Act
Moderator: Kevin Davis, Professor, NYU School of Law

Sara Moss ‘74, Vice President and General Counsel, Estee Lauder Companies

Lee Dunst ‘92, Partner, Gibson Dunn

David Raskin, Partner, Clifford Chance

Karen Seymour, Partner, Sullivan & Cromwell LLP

The increased usage of the Foreign Corrupt Practices Act in recent years, along with the passage of the UK Bribery Act, has changed the landscape of doing business internationally. Both Acts have broad jurisdictional reach and have forced companies to develop internal compliance programs to avoid prosecution, and the substantial penalties and settlements that result, under these Acts. This Panel will address how corporate boards think about these two laws, and what they believe they must do to remain compliant with them. The discussion may touch on FCPA due diligence in M&A transactions, the whistle blower protections of Dodd-Frank, and how to structure an effective compliance regime.