The Going Private Phenomenon: Causes and Implications

Friday, June 20, 2008 (All day) - Saturday, June 21, 2008 (All day)

The past several years have seen an unprecedented number of public companies becoming privately held. There have been hundreds of "going private" transactions over the past few years, including companies such as: BellCanada ($33 billion), Alltel ($28 billion), SunGuard Data Systems ($11 billion), Beatrice Companies ($8 billion), and Toys "R" Us ($6 billion). The trend is likely to continue, as private equity firms have hundreds of billions in capital that is not currently deployed.

These developments raise a number of significant questions, including: whether public shareholders are being adequately compensated in these transactions (and what the legal system can do about it if they are not); what is the long-term effect of these transactions on society; and what does the trend tell us about current forms of corporate governance and regulation.

This conference will bring together some of the nation's top corporate and securities scholars and practitioners to explore these issues. The goal of the conference is to address why the going private trend is happening, whether it is likely to continue, whether it is a good or bad thing, and how changes in the governing legal rules could or should play a role.

Friday, June 20, 2008

8 a.m.–8:30 a.m. Continental Breakfast

8:30 a.m.8:45 a.m. Welcome by Douglas G. Baird, Harry A. Bigelow Distinguished Service Professor of Law

8:45 a.m.–9:35 a.m. Going Private but Staying Public: Reexamining the Effect of Sarbanes-Oxley on Firms’ Going-Private Decisions
Robert P. Bartlett, III, University of Georgia School of Law

9:35 a.m.–10:25 a.m. Firms Gone Dark
Jesse Fried, University of California at Berkeley School of Law

10:25 a.m.–10:40 a.m. Break

10:40 a.m.–11:30 a.m.  Private Equity and Long-Run Investment: The Case of Innovation
Morten Sørensen, University of Chicago, NBER, and SIFR

11:30 a.m –12:20 p.m.  Shapeshifting Corporations
Frank Partnoy, University of San Diego, School of Law

12:20 p.m.–1:20 p.m. Lunch in main classroom concourse

1:20 p.m.–2:10 p.m. Leveraged Buyouts and Private Equity
Steven N. Kaplan and Per Strömberg, University of Chicago Graduate School of Business

2:10 p.m.–3 p.m. Public Ownership, Firm Governance, and Litigation Risk
Eric Talley, University of California at Berkeley School of Law

3 p.m.–3:15 p.m. break

3:15 p.m.–4:05 p.m. Are Venture Capitalists Paid like Bureaucrats? Compensation Provisions in Venture Capital Agreements
Katherine V. Litvak, University of Texas School of Law

4:05 p.m.–4:55 p.m. Would Changes in the Rules for Director Selection and Liability Help Public Companies Gain Some of Private Equity's Advantages?
Scott J. Davis, Mayer Brown LLP, Chicago

5:15 p.m. Car to Todd Henderson’s home for reception

6:30 p.m. Dinner at La Petite Folie Restaurant, Hyde Park Plaza


Saturday, June 21, 2008

8:00 a.m.8:30 a.m. Continental Breakfast

8:30 a.m.–9:20 a.m. Why Private Equity Continues to Be a Source of Wealth Creation
Ronald W. Masulis and Randall S. Thomas, Vanderbilt University

9:20a.m.–10:10 a.m. Uncorporating the Large Firm
Larry Ribstein, Visiting 2007–8, NYU School of Law; University of Illinois College of Law

10:10 a.m.–10:20 a.m. Break

10:20 a.m.–11:10 a.m. One Hat too Many?: Problems and Solutions with Investment Desegregation in Private Equity
William A. Birdthistle, Chicago-Kent College of Law, and M. Todd Henderson, University of Chicago Law School

11:10 a.m.–12:00 noon Exit and Voice in Corporate Finance
Lucian Bebchuck, Harvard Law School

12:00–12:50 p.m. The Regulation of Sovereign Wealth Funds: The Virtues of Going Slow
Richard A. Epstein, University of Chicago Law School, and Amanda M. Rose, Vanderbilt University Law School

M. Todd Henderson
Richard A. Epstein