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Melissa Snyder JD/MBE '09 chose to attend Penn Law because of her desire for an innovative cross-disciplinary legal education. 

The Law School offers students the ability to maximize their educational experience by participating in one of 30 joint degree or certificate programs, designed to capitalize on the strategic advantage of being connected to Penn’s other elite schools and departments and which sit closely together on the University’s campus.

The Law School's cross-disciplinary approach provides future lawyers skills and insights in the law and the fields in which lawyers must navigate for their clients. Snyder recently shared her experience at the Law School and the Bioethics department with Penn Law's Office of Communications for a video feature.

Transcript

My name is Melissa Snyder. I graduated in 2009 from Penn with a JD and a Masters in Bioethics. I am an associate at a health law practice group at the law firm Duane Morris.

William B. Chandler III

By Jenny Chung C’12

In delivering the Institute for Law and Economics’ (ILE) Distinguished Jurist Lecture at Penn Law on Tuesday, October 25, William B. Chandler III, recently Chancellor to the Delaware Court of Chancery, highlighted the pivotal roles lawyers and legal scholars play in guiding the development of corporate law. 

Addressing faculty, students, and jurists present, Chandler, now a partner at the firm Wilson Sonsini Goodrich & Rosati who served  for 22 years on the Delaware Court of Chancery - 14 as Chancellor and eight as Vice Chancellor – also likened the development of corporate law to the gradual formation of the Grand Canyon.

Outlining the history of Delaware corporate law, Chandler explained that Delaware rose to prominence as a state for incorporation following changes to New Jersey’s corporate law in the early 20th century. As a result, Delaware was well-positioned to capture disaffected corporations looking to evade new and restrictive measures.

“The later rise of Delaware corporations was much like the uplift of the Colorado plateau [to the birth of the Grand Canyon],” Chandler said. “It put Delaware directly in the path of the ‘river’ of corporate law issues.”

Further extending the metaphor, Chandler characterized the evolution of corporate law as a symbiotic process akin to erosion along a riverbed.

“The river may cut through and shape the rock, but the rock contains and holds the river,” he said. “So too with Delaware corporate law—the doctrine contains and holds issues and participants even as they cut and form the doctrine.”

Chandler then proceeded to discuss the shareholder rights plan, also termed the “poison pill,” a strategy intended to ensure that a given corporation’s board of directors retain a role in the tender offer process. Validated by the Delaware Supreme Court in 1985, the plan has evolved considerably since then: while the pill’s initial formulation entailed a 20 percent ownership trigger, permitting activation of the plan once a single entity or group acquires 20 percent of company stock, the Court later upheld pills with 15 and 4.99 percent triggers, respectively.

Much as the pills’ trigger levels have changed over the past two decades, Chandler said, so too has the definition of what constitutes “stock” with regard to reaching the trigger level. Both phenomena illustrate the mutable nature of financial markets, which have since witnessed concerns surrounding derivative pills and the possibility of potential acquirers attempting to redeem a pill by replacing the board of directors who had adopted it.

He cited academia as another pivotal influence, adding that that the Chancery Court has “been able to make use of academic criticism in large part due to the fact that we have an abundance of academic commentary,”  even, on occasion, receiving it “in real time on the very cases we’ve just decided or are yet to decide.”

“There are scholars in the corporate river writing extensively on topics before the Court,” he said. “Chancery judges read and consider these timely papers.”

Chandler issued over 1000 opinions and has been recognized as one of the country's most influential judges in the field of corporate law. According to Chandler, the involvement of both market players and legal scholars in doctrinal development places judges in a “precarious” position which requires them to alter market conditions by influencing corporate actors while attending to the particularities of the immediate case.

“In this way, judicial opinions in the adversarial common law process are an imprecise way to form judicial doctrine,” he said. “Judges are rightly focused on just the facts of the parties before them… trying to construct broad doctrine in the abstract is far more dangerous.”

“If too many cases result in a gaping gash in the wall of the canyon…there would be a materially increased risk that the canyon itself might collapse, its structural integrity compromised irretrievably,” Chandler explained, adding that the judiciary directs the evolution of doctrine on the basis of “parties’ agreements, academic insights and a rich body of precedent.”

In his introductory remarks, Michael Wachter, the William B. Johnson Prof. of Law and Economics at Penn Law and Co-Director of ILE, emphasized the far-reaching influence of the Delaware Chancery Court, observing that “Delaware Chancery and Supreme Courts have made Delaware corporate law America’s corporate law and the model for the rest of the world.”

Wachter noted, “Some say the business of America is business - that’s poetic license and a simplification,” he said. “But it’s not a simplification to say that the chancery court is America’s business trial court and that Chancellor Chandler has led that court with acuity, dignity, modesty and great distinction for 14 years.”

In 2011 Adjunct Professor of Law Leo Strine L’88 succeeded Chandler as Chancellor of the Delaware Court of Chancery; Strine previously served as Vice Chancellor of the Court.

Professor Christopher Yoo

By Nicole Greenstein C’14

On Monday, October 24, three of the nation’s leading experts on telecommunications law and competition policy convened in the Faculty Lounge to celebrate Christopher S. Yoo, the Law School’s John H. Chestnut Professor of Law and the Director for the Center of Technology, Innovation & Competition, and his recent book, Networks in Telecommunications: Economics and Law, which he co-authored with Daniel F. Spulber. The Hon. Stephen Williams, a judge on the U.S. Court of Appeals for the D.C Circuit, Herbert Hovenkamp, the Ben and Dorothy Willie Professor of Law and History at the University of Iowa, and Howard Shelanski, a Professor of Law at Georgetown University, joined Yoo in the symposium to reflect on his groundbreaking book and its important implications for regulatory policy and the law of networks.

Speaking to a room filled with Penn Law faculty and students, moderator and Edward B. Shils Professor of Law Cary Coglianese opened the evening’s event with a few words about Yoo’s new book.

“The argument of the book,” Coglianese explained, “can be encapsulated by one sentence: ‘Markets, rather than regulators, should determine access to networks.’”
 
Coglianese continued on to say how this central theme in Networks in Telecommunications is an important one in an era where the global economy depends on telecommunications networks. He also praised Yoo for developing his argument methodically with great detail and precision, whether he was presenting an in-depth analysis of graph theory or of the law and economics of regulation.

Judge Williams agreed with Coglianese’s praise.

“I definitely want to second what Cary said about the quality of the book,” Williams said, adding that it proved to be a very illuminating read that earned one of the more “prominent places” on his bookshelves.

Williams also appreciated the book’s argument about monopolies among networks. He agreed with many of Yoo’s critiques of access mandates, adding that such requirements often cause networks to turn into “a fully regulated monopoly, which is hardly conducive to innovation or efficiency.”
 
Professor Hovenkamp took the podium next to offer his commentary on Yoo’s book.

“The thing I really like about Christopher’s book is that it's technical but very approachable,” Hovenkamp said. “It will be talked about for a long time, and I expect it to be cited many, many times in both the academic literature and the case law.”

Hovenkamp also strongly agreed with Yoo’s argument that regulations infringe too much on networks — a mistake that discourages innovation, which is a crucial component to the world of technology. Regulatory policy, Hovenkamp said, “approaches the problem with a machete rather than a scalpel, and the result is that it probably creates very significant deterrents to innovation.”

Professors Christopher Yoo, Howard Shelanksi, and Cary Coglianese

Professor Shelanski also echoed sentiments expressed by the two earlier commentators on regulation.

Poorly designed regulatory policy, Shelanski argued, “can render the whole architecture inefficient, and greatly affect forward-looking decisions about how the network will evolve.”

Although Shelanski agreed that the book serves as a cautionary tale for regulatory policy, he added that unfortunately the regulatory agencies have at times failed to pay attention to the kinds of concerns the book raises.

Professor Yoo also gave his response to the three commentators and talked about the process of writing his book at the end of the evening’s symposium.

“The goal of the book was very simple in many ways,” Yoo explained. “We never really understood how networks work. They’ve been a black box.”

In the modern world, however, the importance and influence of networks extend beyond just a black box. The book looks for new insights into the regulation of networks by delving into this “remarkably under-theorized, under-studied area.”

Yoo noted after the event that his only regret was that his co-author was unable to be part of the celebration.

For audience member Jonathan Mincer L’12, the book symposium proved to be a thought-provoking experience.

“Professor Yoo focused on the importance of understanding a system before regulating it,” he said. “On the other hand, Professor Shelanski brought up the interesting point that sometimes entrenched systems need to be changed for the common good.”

Mincer was impressed with the symposium’s commentators. “These are three luminaries in the fields of antitrust and regulation, so it was a real honor to see them,” he added.

Professor Coglianese viewed the event as a resounding success.
 
“We are very fortunate to have this great book to talk about, as well as three distinguished commentators from the fields of antitrust and regulatory policy,” he said.  “The event generated a rich and healthy discussion with significant implications for the future of technology and the Internet.”

Attorneys Ashley Parrish and Margaret Winter

By Jenny Chung C’12

A panel event featuring attorneys Ashley Parrish and Margaret Winter, experts in the field of prison reform litigation, convened Wednesday, October 19 at Penn Law to address questions of constitutionality and social policy relevant to healthcare reform in state prison systems.

Jointly sponsored by the Law School’s Prison Education and Advocacy Project, International Human Rights Advocates and the Health Law and Policy Group, the panel drew a sizable audience of students interested in inmate healthcare reform and policy.

Winter, who currently serves as associate director of the American Civil Liberties Union’s National Prison Project, highlighted the necessity of providing adequate medical and psychological treatment to inmates. “Often if general conditions are bad in a prison, you can probably guarantee that medical and mental healthcare will be deplorable,” Winter said.

She added that as “captives of the state,” prisoners are entirely reliant on the state for the “basic necessities of life.”

Demand for access to healthcare among the prison population is especially high, she explained, given that many inmates suffer from chronic diseases prevalent among the poor while others are afflicted with untreated psychological conditions.

The need for prison healthcare reform has become still more pressing, Winter noted, since the extension of prison sentences by the 1996 Prison Litigation Reform Act. “We’re seeing a vast new geriatric population in prisons with needs that younger prisoners don’t have,” she elaborated. “It’s inevitable that people are going to suffer unnecessary deaths and permanent injuries if there isn’t appropriate healthcare.”

Parrish, a partner at the Washington, D.C. office of international law firm King & Spalding and a member of its national appellate and strategic counseling practice group, was involved with the landmark Coleman v. Wilson case, a class-action suit brought against the California Department of Corrections on behalf of mentally ill inmates. This enabled him to identify several critical failings within the California prison system: inadequate space, understaffing, and the absence of effective protocols for evaluating the health of inmates. 

While the Coleman case resulted in a series of court orders that brought marginal improvement to the prison system, Parrish said, California prisons saw sharp rises in population shortly afterward due to the passage of legislation revising the terms of parole and sentencing. The conditions that ensued, he recalled, were appalling.

“There were 200 prisoners held in a gym, with beds stacked three high, and one toilet for 57 prisoners,” he recounted.

According to Parrish, a special prejudge panel convened in 2006 determined that a prisoner release order was to be granted to reduce the number of inmates housed at each facility, a finding later affirmed by the Supreme Court.

Margaret Winter, associate director of the American Civil Liberties Union’s National Prison Project

To contextualize the “extraordinary” nature of the decision, Winter provided a brief history of prison reform advocacy in the U.S., introduced as recently as the 1970s. 

After a brief period of prison reform expansion, she said, in the 1990s the Supreme Court grew “increasingly hostile” to the possibility of federal intervention in state prison systems, thereby introducing greater difficulty to the securing of injunctions for the release of prisoners.

“Our jaws were dropping, because somehow a court was reaffirming some very basic principles that it had been sneering at for a couple of decades,” Winter recalled. “This decision… is the first really powerful ray of hope that things are changing now.”

Parrish framed the ruling within the ongoing debate concerning the degree of federal intervention permissible to ensure the efficacy of political processes at the state level. “The real problem isn’t that states are making bad political judgments—it’s that they’re not made to suffer the consequences,” he said. “What’s happening to the prison system is symptomatic of failings across a range of different areas.”

According to Alexandra Holson L’14, this year’s PEAP membership coordinator, Parrish and Winter were invited to speak on the basis of their “incredible qualifications” and experience collaborating with the Supreme Court and high-level organizations to improve prison conditions. 

“We invite students to go into the jails to teach prisoners,” as part of PEAP’s programming, Holson said, “but it’s often hard to show them the bigger perspective about what actually goes on because what they’re seeing is a reward program for inmates who have behaved well. They don’t see the other side of the spectrum—like housing or healthcare—so we wanted to plan programs that show another perspective and level of consideration for the populations they visit.”
 

As part of its globally focused, cross-disciplinary curriculum, Penn Law offers joint or dual degree programs for students interested in complementing their JD degrees with specialized study in the international arena; for example, the JD/MA International Studies integrates the Penn Law JD with an MA in International Studies from Penn’s School of Arts & Sciences; the JD/MA Global Business Law program, co-sponsored by the Institut d’Études Politiques (Sciences Po), allows Law School students to graduate with both the JD and Master's degrees after spending their 3L year studying in Paris.

Remy Nshimiyimana C'08, L' 11 recently spoke with Penn Law's Office of Communications about his experience taking the joint degree in Global Business Law and his desire to gain exposure to the global market.

Transcript

My name is Remy Nshimiyimana. I received a Juris Doctor from Penn Law and I received a Master's Degree in business law from two elite French schools.

Immediately following the Government of Haiti’s appearance tomorrow morning before the Universal Periodic Review Working Group of the United Nations Human Rights Council in Geneva, Switzerland, Professor Sarah Paoletti, the director of the University of Pennsylvania’s Transnational Human Rights Legal Clinic, will join lawyers from the Bureau des Avocats Internationaux, the Haiti-based affiliate of the Institute for Justice and Democracy in Haiti, and the Human Rights Advocacy Director of MADRE, to discuss priority recommendations stemming from the Review and strategies for successful  implementation of those recommendations in Haiti. The panel will be held in Room XX, Palais de Nations, Geneva, from 12:30 – 14:00 local time. 

In close consultation and coordination with grassroots advocates and activists in Haiti, Penn Law’s Transnational Legal Clinic contributed to a report focusing on labor rights and the rights of child domestic workers in Haiti, issues to be taken up during Haiti’s Universal Periodic Review and addressed in greater detail during a panel presentation coordinated by the Institute for Justice and Democracy in Haiti and the Bureau des Avocats Internationaux.  Haiti’s review, initially scheduled for May 2010, was postponed at the request of the Haitian government in response to the Jan. 2010 earthquake and will now close out the first full cycle of the Universal Periodic Review, a mechanism established with the creation of the UN Human Rights Council in 2006.

The submissions to Haiti’s Universal Periodic Review, Labor Rights, and Restavèk: The Persistence of Child Labor and Slavery, as well as an overarching summary report, are available for download via http://ijdh.org/projects/universal-periodic-review-upr#IJDH-BAI Reports/Analysis.

“Haiti’s UPR provides a unique opportunity to call for accountability not just from the government of Haiti but also from the international community, that has long played a direct and not always positive role in development and governance in Haiti,” said Professor Paoletti.  “In participating in the Universal Periodic Review process, Haitians – particularly women and children – suffering from violence and insecurity in the tent camps, those struggling to find sustainable employment in conditions that meet basic labor rights standards, children hungry for an education and the opportunities meaningful access to education provides, and other grassroots activists, are calling on the Government of Haiti and the international community to hear their voices and incorporate their priorities and recommendations in setting an agenda for not just rebuilding Haiti to the country it was before the earthquake, but rather in building a country that respects and promotes human rights in a sustainable and autonomous fashion.”

Penn Law is co-sponsoring this event with  Bureau des Avocats Internationaux / Institute for Justice and Democracy in Haiti, Human Rights Advocates, CUNY School of Law, Center for Gender and Refugee Studies at University of California Hastings School of Law, and MADRE.

The days of widely tolerated prejudice against Latino individuals in the United States have long passed. But in a recent paper, "Perpetuating the Marginalization of Latinos: A Collateral Consequence of the Incorporation of Immigration Law into the Criminal Justice System," University of Pennsylvania Law School Professor Yolanda Vazquez argues that crimmigration – the comingling of criminal and immigration law – has replaced overt discrimination as the modern day apparatus for extending a history of Latino exclusion, discrimination, and marginalization in this country.

By Miriam Hill
Excerpt from Penn Law Journal Fall 2011 Volume 46, Number 2

Charles Morris C'63, L'72

To Charles Morris C’63, L’72, the impending explosion of the financial markets seemed obvious way back in 2004. He had to wait around a few years, watching bankers and traders borrow billions and bet on new products he knew they didn’t understand, but in 2007, he was vindicated.

The market meltdown that year was almost perfectly timed for the release of his 2008 book on the crisis, The Trillion Dollar Meltdown, which predicted that investors would lose at least that much money to the reckless behavior of Wall Street. In fact, the devastation was so great that he revised the book in 2009 as The Two Trillion Dollar Meltdown.

“I’d been watching this thing evolve since 2003,” says Morris, whose book won the Gerald Loeb Award, which recognizes excellence in journalism in the fields of business, finance, and the economy. “The whole bubble just got bigger and bigger and bigger and it became clear that the whole world was going to be in trouble because housing prices had doubled in six or seven years.”

He had long been schooled in the dangers of greed and financial innovation. He had researched the topic for his 1999 book, Money, Greed, and Risk: Why Financial Crises and Crashes Happen, a history that includes everything from 19th century “wildcat bankers” to Michael Milken.

Since graduating from Penn Law, Morris has had an eclectic career which includes 12 years of government service — including positions as director of the New Jersey antipoverty program, assistant budget director in New York City, and secretary of Social Health Services in Washington State — a stint as a corporate banker for what was then Chase Manhattan, and, until 2004, president of CapitalThinking Inc., a venture-backed software company that sells to the financial-services industry.

Morris defies the stereotype of the writer as neurotic obsessive driven to drink by the terror of the blank page.

“I tend to write about things that I want to learn about,” the 71-year-old New York resident says. “Books are something that I find very congenial. I find it fun… and I think of myself as a craftsman, not an artist.”

He has cast his writer’s eye on New York City’s fiscal crisis (The Cost of Good Intentions: New York City and the Liberal Experiment, 1960-1975), the Cold War (Iron Destinies, Lost Opportunities: the Arms Race between the United States and the Soviet Union, 1945-1987) and the Catholic Church (American Catholic: The Saints and Sinners Who Built America’s Most Powerful Church). In all, he has written 12 books.

One of his most highly-praised works focused on a group of doctors. He had stumbled across data showing that Americans spend more on hearts than on cars, which sent him on a research spree that led him to Columbia Presbyterian in New York City. He spent six months at the hospital, work that culminated in 2007’s The Surgeons: Life and Death in a Top Heart Center.

Watching doctors there perform surgery, he realized that one key to their success was an intense, systematic review of their work that reduced errors and improved surgical outcomes.

“There was sort of this really harsh criticism that they maintained toward each other, and they never took it personally,” Morris says. “They would have a meeting where they . . . had to say, ‘What did you do wrong,’ and there wasn’t anything judgmental about it because they all did stuff wrong. Everybody was honest all the time. It was very impressive. You almost never see that kind of thing, certainly not in the corporate world, not in the finance world.”

CapitalThinking’s business gave him a window into new classes of arcane credit derivatives, that spiraled from $1 trillion outstandings to $50 trillion in just a few years. There was poor documentation, few or no controls, and they were often used to conceal dangerous levels of debt — a colossal accident waiting to happen. He took his money out of the stock market in 2005, but later used some of it to bet against the banks just before the crash.

The market collapse took a few years longer than he anticipated, mostly, he says, because the Federal Reserve kept interest rates so low.

Unethical and even criminal behavior also contributed, he says. Prosecutions have been rare, he says, because the cases are hard to make. He also thinks the federal government, having spent at least $1 trillion to rescue the banks, did not want to sue and force them to lose more.

Those who deserve blame for the crisis include a “broad swath of people,” including some in both the Democratic and Republican parties, who believed that “if you let finance run untrammeled, bankers will distribute capital into most efficient channels, and the whole world will prosper,” Morris says. “That just happens to be wrong.”