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$395.00 + GST
$285.00 + GST (Academic Rate)
$20.00 + GST
The public company is a centuries old institution. Together with the stock exchange, the public company has been a basic building block of modern market economies. Massive change, however, is challenging the dominance of the public company. In much of the developed world, the number of publicly traded companies has been on the decline. For example, in the United States, the number of domestic operating companies listed on the major exchanges has declined by over 50 per cent from its peak in 1997.
Has this decline been driven by excessive regulation of publicly traded corporations? Or are other factors the primary reason for the decline of the public corporation?
This workshop will explore the future prospects of the public company and its primary instrumentality, the exchange, from a regulatory and market perspective in a number of major jurisdictions.
This workshop is presented by the Estey Chair in Business Law at the College of Law, University of Saskatchewan. The Chair has been endowed by the Estey family in honour of Willard Zebedee “Bud” Estey, a graduate of the U of S, and former Justice of the Supreme Court of Canada.
|9:10-9:50am||Keynote: Jay Ritter, Where Have All the IPOs Gone?|
Panel 1: The Future of the Public Company (moderator: Daniel Schwanen, C.D. Howe Institute)
|11:40am-12:20pm||Keynote: Paul Davies, Externalities and Activism|
|1:20-2:00pm||Keynote: John C. Coffee, The Globalization of Securities Litigation|
|2:00-3:30pm||Panel 2: Regulating the New Capital Markets (moderator: Heather Heavin, U of S College of Law)
Paul Dudek, The Continued Role of Foreign Listings in a Global Capital Market
Anita Anand, Co-operative Capital Markets Regulatory System
Mary Condon, Implications of an Expanding Exempt Market for Public Companies
Pamela Hughes, Canadian Regulation of Distributions Outside Canada
Panel 3: Investors and Alternatives (moderator: Clayton Bangsund, U of S College of Law)
|6:00-7:30pm||Reception (Westin Hotel, Bonavista Room)|
*Speakers and topics subject to change.
Blake, Cassels & Graydon LLP Boardroom
855 2 St SW #3500
John C. Coffee Jr.
Adolf A. Berle Professor of Law, Columbia Law School
Professor John C. Coffee, Jr. is the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance. He is a Fellow at the American Academy of Arts and Sciences and has been repeatedly listed by the National Law Journal as among its “100 Most Influential Lawyers in America.” Professor Coffee has served as a Reporter to The American Law Institute for its Corporate Governance Project, has served on the Legal Advisory Board to the New York Stock Exchange, and as a member of the SEC’s Advisory Committee on the Capitol Formation and Regulatory Processes. Professor Coffee is the author or editor of several widely used casebooks on corporations and securities regulation, including Coffee and Sale, SECURITIES REGULATION: Cases and Materials (13th ed. 2015); Choper, Coffee and Gilson, CASES AND MATERIALS ON CORPORATIONS (8th ed. 2013); and Klein, Coffee, and Partnoy, BUSINESS ORGANIZATIONS AND FINANCE (11th ed. 2010). His books include Coffee, ENTREPRENEURIAL LITIGATION: Its Rise, Fall, and Future (Harvard University Press 2015); Coffee, GATEKEEPERS: The Professions and Corporate Governance (Oxford University Press 2006); Coffee, Lowenstein, and Rose-Ackerman, KNIGHTS, RAIDERS AND TARGETS: The Impact of the Hostile Takeover (Oxford University Press 1988); and Ferran, Moloney, Hill and Coffee, THE REGULATORY AFTERMATH OF THE GLOBAL FINAINCIAL CRISIS (Cambridge University Press 2012). According to a recent survey of law review citations, Professor Coffee is the most cited law professor in law reviews over the last ten years in the combined corporate, commercial, and business law field. In 2015, Lawdragon listed him on its 100 member “Hall of Fame” list of influential lawyers in the U.S.
Paul L. Davies
Allen & Overy Professor of Corporate Law Emeritus, Senior Research Fellow, Harris Manchester College, Oxford
Paul Davies is a Senior Research Fellow at the Centre for Commercial Law at Harris Manchester College, University of Oxford. He was the Allen & Overy Professor of Corporate Law at Oxford from 2009 to 2014. He was educated at the Universities of Oxford, London and Yale. He was elected a Fellow of the British Academy in 2000, an honorary Queen's Counsel in 2006 and an honorary Bencher of Gray's Inn in 2007. He was a deputy chairman of the Central Arbitration Committee between 2001-2015. His first teaching job was at the University of Warwick (1969-1973). He was Fellow and Tutor in Law at Balliol College Oxford between 1973 and 1998. Between 1998 and 2009 he was the Cassel Professor of Commercial Law at the London School of Economics and Political Science. He has written extensively on corporate law and labour law and, most recently, on financial regulation. His most recent books are the 10th edition of Gower’s Principles of Modern Company Law (with Sarah Worthington); the third edition of the Anatomy of Company Law (with others) and the first edition of The Principles of Financial Regulation (with others).
Jay R. Ritter
Joe B. Cordell Eminent Scholar Chair, Warrington College of Business, University of Florida
Since 1996, Jay R. Ritter has served as the Joseph Cordell Eminent Scholar in the Department of Finance at the University of Florida. He has previously taught at the University of Pennsylvania's Wharton School, the University of Michigan, the University of Illinois at Urbana-Champaign, and the Massachusetts Institute of Technology's Sloan School of Management. Prof. Ritter is best known for his articles concerning equity issuance, including "The Long-Run Performance of Initial Public Offerings," which won the Smith Breeden Award for the best article in the Journal of Finance during 1991, and “The Marketing of Seasoned Equity Offerings,” with Xiaohui Gao, which won the Jensen Prize for the best corporate finance article in the Journal of Financial Economics in 2010. His paper with Rongbing Huang, “Testing Theories of Capital Structure and Estimating the Speed of Adjustment,” won the Journal of Financial and Quantitative Analysis Sharpe Award for the best article published in 2009, and his 2013 JFQA article “Where Have All the IPOs Gone?” with Xiaohui Gao and Zhongyan Zhu won the Sharpe Award for 2013. He has served as a Director of the American Finance Association, and was President of the Financial Management Association for 2014-15. Prof. Ritter is an Associate Editor of numerous academic journals and has over 32,000 citations on Google Scholar. He has also consulted on valuation and market manipulation cases, as well as securities issuance, and is frequently quoted in the financial press. He is a frequent visitor to Canada, Europe, Asia, and Australia, and has taught short-course PhD classes in Switzerland, Hong Kong, Germany, Denmark, Belgium, and Australia. Prof. Ritter received his BA, MA, and PhD (1981) degrees in economics and finance from the University of Chicago.
*Speakers and schedule subject to change
Anita Anand, J.R. Kimber Chair in Investor Protection and Corporate Governance; Professor of Law & Academic Director, Centre for the Legal Profession and Program on Ethics in Law and Business, University of Toronto
Anita Anand is a professor of law at the University of Toronto and is cross-appointed to the School of Public Policy and Governance. She holds the J. R. Kimber Chair in Investor Protection and Corporate Governance. She is the Academic Director of the Centre for the Legal Profession including its Program on Ethics in Law and Business. She is also a Senior Fellow, Massey College. In 2006, she was a Canada-U.S. Fullbright Scholar and Visiting Olin Scholar in Law and Economics at Yale Law School. From 2007-2009, she served as associate dean of the JD Program at the Faculty of Law. She was a Visiting Scholar at the Bank of Canada in Ottawa and a Herbert Smith Visitor at the University of Cambridge in 2009-2010. Professor Anand has conducted research for the Province of Ontario’s Five Year Review Committee, the federal Wise Person's Committee, and the IDA Task Force to Modernize Securities Legislation in Canada. She was the inaugural Chair of the Ontario Securities Commission's Investor Advisory Panel from 2010-12, editor of Canadian Law eJournal, published by the Legal Scholarship Network, and the past president of the Canadian Law and Economics Association. Her main research areas relate to the regulation of capital markets and include a focus on corporate and securities law as well as ethics and the corporation.
Mary Condon, Professor, Osgoode Hall Law School, York University, Toronto
Professor Mary Condon joined the Osgoode faculty in 1992 and was appointed Associate Dean (Academic) in July 2016. Between 2008 and 2016 she was appointed by the Ontario government as a Commissioner and Board Member of the Ontario Securities Commission (OSC). For three of those years (2011-2014) she served as one of two full-time Vice-Chairs of the OSC. In that capacity she was executive sponsor of a number of policy initiatives. She also issued numerous adjudicative decisions as a member of the OSC’s tribunal. Professor Condon teaches Securities Regulation and Advanced Securities in Osgoode’s JD program and also directs and teaches in the Professional LLM in Securities Law program. In the 2009 winter term, she was awarded the Walter S. Owen Chair in Business Law at the Faculty of Law, University of British Columbia, where she was also the co-director of the National Centre for Business Law. Professor Condon’s research interests are focused primarily on the regulation of securities markets, investment funds, online investing, and pensions. She is co-author of Business Organizations: Principles, Policies and Practice (with Robert Yalden, Janis Sarra, Paul Paton, Mark Gillen and Ronald Davis). She is co-author of Securities Law in Canada: Cases and Commentary (with Anita Anand, Janis Sarra and Sarah Bradley), [3rd edition in preparation in 2016]. She is the author of Making Disclosure: Ideas and Interests in Ontario Securities Regulation (UTP). She has also written articles, book chapters and policy papers on topics related to securities regulation and pensions policy and has given invited lectures on these topics in Canada and internationally.
Between 2014 and 2016 she served as a member of Canada’s National Steering Committee for Financial Literacy. She was a member of the Board of Trustees of the York University Pension Fund between 2005 and 2014.
Paul Dudek, Counsel, Latham & Watkins, New York City
Mr. Dudek has been Chief of the Office of International Corporate Finance at the U.S. Securities and Exchange Commission since 1993. He joined that office as an Attorney Fellow in 1990. Prior to that, he was with the New York Office of Cleary, Gottlieb, Steen & Hamilton where his practice involved representing a wide range of foreign and U.S. companies and financial intermediaries in capital markets transactions. Mr. Dudek is a graduate of the New York University School of Law (Order of the Coif) and Fordham University (Phi Beta Kappa). Mr. Dudek has received the SEC’s Philip A. Loomis, Jr. Award and as a team member the SEC Chairman’s Award for Excellence, Law and Policy award and (twice) the SEC’s Regulatory Simplification Award. Mr. Dudek has served as an Adjunct Professor of Law of Georgetown University School of Law (2001 to 2011) and at the Osgoode Hall Law School of York University (Toronto), teaching courses on global securities offerings. He has taught classes at Duke University Law School and the Center for Transnational Legal Studies (London). Mr. Dudek serves as a U.S. representative to the Corporate Governance Committee of the OECD. He is a Senior Fellow in the Excellence in Government program of the Partnership for Public Service. He serves as co-moderator of the Global Capital Markets program hosted by the Practising Law Institute held annually in the spring in New York City and has spoken at numerous legal and finance conferences.
Daniel Greenwood, Hofstra School of Law, Hempstead NY
Professor Greenwood's research interests lie in the structure and rights of business organizations and other artificial and natural groups; problems of corporate governance, corporate collective responsibility, and the membership and boundaries of the firm; the intersection of democratic theory and corporate law; and problems of group rights in an individualist democracy. He has published numerous law review articles, book chapters and popular opinion pieces on corporate law, corporate speech rights, and the role of corporations in politics, as well as on minority religious rights and related topics. He recently authored a Supreme Court brief in the Vermont campaign reform case. Daniel J. H. Greenwood joined the Hofstra faculty in 2007 from the University of Utah's S.J. Quinney College of Law, where he held the position of S.J. Quinney Professor of Law. Professor Greenwood received his A.B. magna cum laude from Harvard College, pursued graduate studies in political science at the Hebrew University of Jerusalem, and received his J.D. from the Yale Law School, where he was an editor of the Yale Law Journal. Before entering the academy, Dan Greenwood clerked for U.S. District Court Judge Richard Owen in New York and litigated for Cleary, Gottlieb, Steen & Hamilton in New York City.
Carol Hansell, Founder and Senior Partner, Hansell LLP, Toronto
Carol is the founding partner of Hansell LLP. Over her more than 25 years in practice, she has led major transactions for public and private corporations and governments. Her practice now focusses on legal and governance advice to boards and shareholders. Carol has been at the center of the development of governance policy and practice in Canada, the United States and internationally. Carol is an experienced director, having served on boards of organizations across a variety of sectors – public companies, Crown corporations, healthcare, not-for-profit and arts organizations. She is a Fellow of the Institute of Corporate Directors and the American College of Governance Counsel.
Gail Henderson, Faculty of Law, Queen's University
In July 2016, Dr. Gail Henderson joins Queen's University Faculty of Law. Previously, Gail was a professor with the University of Alberta Faculty of Law. Gail's primary research and teaching areas are corporate law, corporate governance, corporate social responsibility and securities law. Prior to pursuing graduate studies, Gail was an associate with Osler, Hoskin & Harcourt in Toronto.
Pam Hughes, Partner, Blake, Cassels & Graydon LLP
Pamela Hughes is a senior partner in the Toronto securities law group of Blake, Cassels & Graydon LLP. Pam's practice focuses on international corporate finance, capital markets regulation and corporate governance. Before joining Blakes, Pam was Director of the Capital Markets/International Markets Branch of the Ontario Securities Commission (OSC) and the primary negotiator on behalf of Canada of the multi-jurisdictional disclosure system between Canada and the U.S. She was also the OSC representative on the International Organization of Securities Commissions working groups on secondary markets, international equity offers and collective investment schemes. Pam has also undertaken capital market regulatory reform work on behalf of the Canadian government, World Bank and Asian Development Bank. Pam is active in the reform of securities regulation, having been a member of the Securities Regulation Committee of the Association of the Bar of the City of New York (ABCNY), a member of the Mergers, Acquisitions and Corporate Control Contests Committee of the ABCNY and a member of the Securities Advisory Committee to the OSC. She was co-author of the Canada chapter of Liability of Asset Managers published by Oxford University Press in 2012. Pam teaches international securities regulation for the LL.M. program at Osgoode Hall Law School and previously taught for the LL.B. program at the University of Toronto, and has been a contributing editor to North American Corporate Lawyer and is a contributing editor to Corporate Governance by Federated Press. In 2003, 2004 and 2006, she prepared the Canada chapter in a treatise on Corporate Governance and Shareholder Rights published by the World Bank, International Institute for Corporate Governance at Yale University and Harvard University. Pam is a former North America vice-chair of the Corporate and Securities Law Practice Group of Lex Mundi; current vice-chair of the board of directors of Dignitas International, a Canadian medical humanitarian charity; a member of the board of the Royal Ontario Museum, Contemporary Culture Centre; and a member of the board of directors of the International Senior Lawyers Project and of the Global Tracheostomy Collaborative.
Cally Jordan, Estey Chair in Business Law, University of Saskatchewan; Research Fellow, C.D. Howe Institute
Cally Jordan has both civil and common law degrees from McGill University and a DEA from the Université de Paris I (Panthéon-Sorbonne).She also holds an MA from the University of Toronto. Admitted to practice in Ontario, Quebec, New York, California and Hong Kong, she spent several years with Cleary Gottlieb Steen & Hamilton in New York City. She has advised governments and international financial institutions around the world on corporate governance, capital markets and commercial law reforms. Currently she holds the Estey Visiting Chair in Business Law at the University of Saskatchewan and has taught at numerous law faculties, including McGill, Duke, Georgetown and Melbourne. She has recently been a visitor at the Max Planck Institute (Hamburg) and the London School of Economics and Political Science. She is a Research Fellow at the C.D.Howe Institute in Toronto.
Bob Kirkpatrick, Vice President, Deputy General Counsel and Assistant Corporate Secretary, PotashCorp, Saskatoon
Bob Kirkpatrick is Vice President, Deputy General Counsel and Assistant Corporate Secretary at Potash Corporation of Saskatchewan Inc. (“PotashCorp”). Bob was born and raised in Saskatoon and attended the University of Saskatchewan where he obtained his Commerce and Law degrees. At PotashCorp, Bob is principally responsible for the securities regulatory compliance, advises on corporate finance and development matters and assists the corporate secretary in the area of governance and disclosure. Prior to joining PotashCorp in 1994, Bob was with the Robertson Stromberg firm in Saskatoon. In addition to his duties at PotashCorp, Bob is a Director of SQM in Chile, is Chair of the Board of St. Paul’s Hospital in Saskatoon, a former Director of the United Way of Saskatoon and Area and a past Saskatchewan Chapter Chair of the Institute of Corporate Directors. Bob previously taught Securities Regulation at the University of Saskatchewan, College of Law and has been involved in administration for the sport of tennis at the local, provincial and national levels. Bob is married to Corinne and they reside in Saskatoon with their children, Stephanie, Katie and Mary.
Ruben Lee, CEO and Founder, Oxford Finance Group, London, United Kingdom
Ruben Lee is the CEO and Founder of the Oxford Finance Group, a consulting firm which concentrates on business, economic, legal, political, regulatory and strategic aspects of financial markets. He has worked in over 40 countries throughout the world, and his clients include international finance organisations, governments, regulators, exchanges, clearing and settlement organisations, broker-dealers, data vendors, custodians, fund managers, commercial and investment banks, and strategy consultants. Ruben has provided a range of official testimony on many issues related to financial markets in the UK, US, EU and Canada. From 1989 to 1992, Dr. Lee was a Fellow of Nuffield College, Oxford University, where he specialised in financial economics and law. He worked from 1980 to 1984 in the capital markets in New York and London for Salomon Brothers International. Ruben has published widely on many topics concerning financial markets, including on exchanges, clearing and settlement, market data, regional integration, and regulation. He has written two books: Running the World’s Markets: The Governance of Financial Infrastructure (Princeton University Press), and What is an Exchange? The Automation, Management and Regulation of Financial Markets (Oxford University Press).
Alain Pietrancosta, Professor of Law, Université de Paris I (Panthéon-Sorbonne), Paris, France
Alain Pietrancosta is Professor of Law at the Sorbonne Law School (University of Paris). He earned a Masters in Business law and his Ph.D. from the University of Paris 1 Panthéon-Sorbonne, then passed the “Concours d’agrégation” in private law in 2001. For the last 25 years, and for 13 years as a Professor “agrégé”, Alain Pietrancosta has been teaching French and European business, company, financial and securities law. Professor Pietrancosta is the founder and director of the Masters in Financial Law program at the Sorbonne Law School. Alain Pietrancosta is the author of “The Influence of Financial Imperatives and Market Forces on French Corporate Law” (« Le droit des sociétés sous l’effet des impératifs financiers et boursiers »), Thomson-Transactive, 2000 (1233 pages), which was awarded a prize by the University of Paris 1 and by the European Association of Banking and Financial Law (AEDBF). Professor Pietrancosta has published numerous articles with respect to business, corporate, financial, bankruptcy and civil law. He is also co-author of several books, both national and international, and a frequent participant at international conferences in the fields of corporate, financial and securities law. He has developed a private practice as a law consultant for the last 15 years. In this capacity, he has served as official in-house law consultant to Freshfields Bruckhaus Deringer in Paris since 2006 and has joined Orrick Rambaud Martel in May 2014. He regularly consults for major national and international law firms, corporations, banking and financial institutions, and public entities. He has served on many occasions as a legal adviser for different branches of the French government (Ministry of Finance, Ministry of Justice, Parliament, and the French market authority, the AMF). Professor Pietrancosta has also been retained as an expert witness in several lawsuits before U.S. state and federal courts, involving French contract, corporate, business and bankruptcy law, testifying before juries.
Ms. Pavalow has held legal, regulatory and operational responsibilities at Aequitas Innovations ( the parent company of Aequitas NEO Exchange (a public stock exchange) and Aequitas EVO Connect (a platform that focuses on private market securities) from 2013 to 2016. From 2007 to 2012, Randee was responsible for both legal and operational functions at Alpha Trading Systems and Alpha Exchange. Randee held various positions at the Ontario Securities Commission beginning in 1992, including the position of Director of Capital Markets from 2001 until 2007. Prior to her tenure at the Ontario Securities Commission, she practiced law in the United States and in Canada.
Marco Ventoruzzo, Arthur L. and Sandra S. Piccone Faculty Scholar and Professor of Law, PennState Law; Director of PhD in Corporate and Business Law Program/Vice-director of the Paolo Baffi Research Center on Central Banking and Financial Regulation, Bocconi University, Milan, Italy
Marco Ventoruzzo is Full Professor of Business Law at Bocconi University Law School in Milan, Italy; and at Penn State Law School, in the U.S. He teaches and writes in the areas of Corporate Law, Securities Regulation and International Business Transactions, with a comparative perspective. Professor Ventoruzzo has been the director of the Max Planck Institute of Luxembourg (Department of Financial Markets Regulation), and is currently a Scientific Member of this Institution; and is a Research Associate of the European Corporate Governance Institute (ECGI). In addition to teaching in the United States and Italy, he has taught and lectured on comparative and international business law subjects at many Universities and Law Schools around the world, from Germany to India, from Spain to China, from Chile to Rwanda, from Brazil to Turkey, from Singapore to Israel. He has coordinated the Ph.D. in Business Law at Bocconi University. Professor Ventoruzzo serves on the boards of editors of several peer-reviewed law journals, such as the European Company and Financial Law Review, the Oxford Journal of Financial Regulation, and the Italian Rivista delle società. His books and articles have been published in leading law journals primarily in the U.S. and Europe: among his most recent publications, “Comparative Corporate Law” by West Academic Press (together with others). Some of his papers can be downloaded from the website www.ssrn.com. He has been involved in the drafting of the Corporate Governance Code sponsored by the Italian Stock Exchange and enacted in 2002, has served on the board of directors of multinational, listed financial institutions and consults regularly in the area of corporate law and financial markets regulation.
*Speakers and schedule subject to change
A block of rooms at The Westin Calgary has been set aside for workshop participants for the nights of Thursday, Oct. 13 and Friday, Oct. 14.
Rate: $159 (Single/Double). Group rate available until September 23, 2016.
Group Name: Estey Workshop
320 4th Ave SW
Calgary, AB, T2P 2S6
Visit the Westin website to reserve your room.
Friends of the Estey Workshop
For more information about the workshop, contact Katie Riley, Events Coordinator at firstname.lastname@example.org.