The Going Private Phenomenon: Causes and Implications
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 9:35 a.m.–10:25 a.m. Firms Gone Dark 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 11:30 a.m –12:20 p.m. Shapeshifting Corporations 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 2:10 p.m.–3 p.m. Public Ownership, Firm Governance, and Litigation Risk 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 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? 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
Robert P. Bartlett, III, University of Georgia School of Law
Jesse Fried, University of California at Berkeley School of Law
Morten Sørensen, University of Chicago, NBER, and SIFR
Frank Partnoy, University of San Diego, School of Law
Steven N. Kaplan and Per Strömberg, University of Chicago Graduate School of Business
Eric Talley, University of California at Berkeley School of Law
Katherine V. Litvak, University of Texas School of Law
Scott J. Davis, Mayer Brown LLP, Chicago
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 9:20a.m.–10:10 a.m. Uncorporating the Large Firm 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 11:10 a.m.–12:00 noon Exit and Voice in Corporate Finance 12:00–12:50 p.m. The Regulation of Sovereign Wealth Funds: The Virtues of Going Slow
Ronald W. Masulis and Randall S. Thomas, Vanderbilt University
Larry Ribstein, Visiting 2007–8, NYU School of Law; University of Illinois College of Law
William A. Birdthistle, Chicago-Kent College of Law, and M. Todd Henderson, University of Chicago Law School
Lucian Bebchuck, Harvard Law School
Richard A. Epstein, University of Chicago Law School, and Amanda M. Rose, Vanderbilt University Law School