Document Type

Working Paper

Publication Date



Business Organizations Law | Law | Law and Economics


Center for Law and Economic Studies


Center for Contract and Economic Organization


MR. BALOTTI: Good afternoon. My name is Frank Balotti and I've been asked to be the moderator for this afternoon's program. And one of the privileges that I get is to introduce the panel and to call them up to speak in some kind of order, I hope. And I hope that you and the audience will participate by asking questions towards the end of our panel and get involved in the discussion which we hope to promote.

The topic for this afternoon's panel is a scholar's approach to corporation law. And we are fortunate to have some scholars with us this afternoon and I refer to the people immediately to my left. Those of you who know the other two way down at the end of my left-hand side will have doubts, of course, about the scholar's approach.

But let me introduce first the two scholars who are with us today. First, to my immediate left is Professor John Coffee from Columbia University in that place in New York City where they don't learn very much as we learned from Chancellor Allen a little bit ago. He is the Adolf A. Berle Professor at Columbia. And those of you who watch television know that he is the most televised corporation law professor in the United States. He is frequently quoted both on matters on TV, radio and before Congressional committees and his opinion is often sought by the policymakers of our country. He has served as the reporter for the ALI project on corporate governance. He is the author or co-author of another number of case books and other books for student use. He is the author of too many Law Review articles to mention. And he is a frequent expert witness on corporate matters in courts around the country.

Next to Jack Coffee is Rich Booth. Roberta Romano was unable to be with us today. And Rich is going to present a scholar's view in place of Roberta. He is a professor at the University of Maryland School of Law; received his bachelors degree from the University of Michigan and a J.D. from one of those second tier Ivy League law schools, Yale. He spent several years as a litigator at Donovan Leisure and then taught at SMU, Case Western, Chicago Kent. Now teaches business association, securities regulation, corporate finance, business planning at the University of Maryland, where he also serves as the faculty advisor to the Business Lawyer which is now put together by students at the University of Maryland Law School. He is a prolific writer, writes for the popular press such as the Wall Street Journal, New York Times, National Law Journal and also for the serious press. Again, he is the author and co-author of case books and other materials for student use and, like Jack Coffee, the author of many, many law reviews.

And next to Rich Booth we have Dave McBride from Young, Conaway, Stargatt & Taylor. Are you a scholar, Dave? MR. McBRIDE: Absolutely not, Frank.

MR. BALOTTI: And next to Dave McBride we have Rod Ward ? that's Ed Welch who is going to be here in place of Rod Ward. And Ed, I hope you don't feel like the young aide to Governor Woodrow Wilson who ran into the Governor at 2:00 in the morning one night, woke him up and said, "Governor Wilson, I have bad news for you. The Secretary of Agriculture has died." And the Governor said, "Well, I'm very sorry to hear that. But why are you waking me at 2:00 in the morning to tell me that?" And the young aide said, "Well, Governor, I'd like to take his place." And the governor is reported to have answered, "That's fine by me if it's all right with the undertaker."

But Ed will be here to help us by asking some questions of our speakers. He has prepared a long dissertation in the thirty to forty-five seconds notice that he had that he was going to participate. But I look forward to the presentations of our panelists and then hopefully some lively discussion afterwards. And with that, I'd like to turn it over to Rich Booth to lead us off.