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Academic Council

William T. Allen
Director, NYU Center for Law and Business
Of Counsel, Wachtell, Liption, Rosen and Katz

William Allen moved to NYU in 1997, following twelve years as Chancellor of the Court of Chancery of the State of Delaware, widely considered the leading trial court in the US for questions of business and corporation law. At NYU, Allen is on the Law School faculty and is a Clinical Professor of Business in the Finance Department of the NYU Stern School of Business. He serves as Director of the NYU Center for Law and Business.

The author of various articles on corporate law and corporate governance, Allen teaches Corporation Law, Law and Business of Investment Banking, and Mergers and Acquisitions at both the Law School and Stern. In addition, he co-chairs two academic seminars in law and finance annually.

Allen also currently serves as the founding Chair of the Independence Standards Board, a self-regulatory body established through agreement between the Securities and Exchange Commission and the American Institute of Certified Public Accountants.

Allen serves as counsel to the New York law firm of Wachtell, Lipton, Rosen & Katz, with whom he consults concerning questions of corporate law and governance.

Contact Information:
Phone: 212-998-6327
Email: allenw@juris.law.nyu.edu
New York University
Additional Biography Information


David O. Beim
Professor of Professional Practice, Finance and Economics, Columbia Business School

Professor Beim joined Columbia Business School’s faculty after a 25-year career in investment banking. His work experience includes 10 years in corporate finance at First Boston, where he founded and ran the project finance group, two years as executive vice president of the Export-Import Bank of the United States, 10 years as head of investment banking at Bankers Trust Company and three years as a partner at Dillon Read. He teaches corporate finance, international banking and emerging financial markets, and in 1995 he received the Dean’s Award for Teaching Excellence.

He also serves as coordinator for the business ethics theme in the curriculum and adviser to the Integrity Board. His research interests include debt pricing and the banking industry.

Contact Information:
Phone: 212-854-3484
Email: dob1@columbia.edu
Columbia University

B. Espen Eckbo
Tuck Centennial Professor of Finance
Director, Center for Corporate Governance


BSc, Norwegian School of Economics and Business Administration, 1975; MSc, Norwegian School of Economics and Business Administration, 1977; MBA, University of Rochester, 1980; PhD, University of Rochester, 1981.

Assistant Professor of Finance, 1981-86, Associate Professor, 1987-91, Professor, 1992-96, Faculty of Commerce and Business Administration, University of British Columbia; Gosta Olson Professor of Finance, 1996-98, Stockholm School of Economics; at Tuck since 1998.

Editor, European Finance Review ; Associate Editor, Journal of Corporate Finance; Journal of Empirical Finance; Journal of Financial Research; Review of Financial Studies .

Publications
"Gains to Bidder Firms Revisited: Domestic and Foreign Acquisitions in Canada," Journal of Financial and Quantitative Analysis , 35(1), 2000; "Seasoned Security Offerings: Resolution of the 'New Issues Puzzle'," Journal of Financial Economics , 56(2), 2000; "Toeholds, Bid-Jumps, and Expected Payoffs in Takeovers," Review of Financial Studies , 13(4), 2000; "The Conditional Performance of Insider Trades," Journal of Finance , 53, 1998; "Why Underwrite Rights Offerings? Some New Evidence," Journal of Financial Economics , 46, 1997.

Awards
Batterymarch Fellowship, 1987; Harry F. Johnsen Prize (Canadian Economics Association), 1987; Smith-Breeden Prize nominee, 1998; Fellow, Center for Economic Policy Research (CEDR, London), 1999-present.

Contact Information:
Phone: 603-646-3953
Email: b.espen.eckbo@dartmouth.edu
Dartmouth College
Additional Biography Information



Charles M. Elson
Edgar S. Woolard, Jr. Chair, Center for Corporate Governance

Charles M. Elson is the Edgar S. Woolard, Jr. Professor of Corporate Governance and the Director of the Center for Corporate Governance at the University of Delaware. He is also a Professor of Law at Stetson University College of Law in St. Petersburg, Florida, and is "Of Counsel" to the Tampa law firm of Holland & Knight. His fields of expertise include corporations, securities regulation and corporate governance.

Prior to joining the Stetson faculty in 1990, he practiced for several years with the New York law firm of Sullivan & Cromwell, where he specialized in corporate finance and mergers and acquisitions law. He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a Visiting Professor at the University of Illinois College of Law, the Cornell Law School, and the University of Maryland School of Law, and is a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and a member of the American Law Institute.

Professor Elson has written extensively on the subject of boards of directors and, more specifically, director compensation. He is a frequent contributor on corporate governance issues to various scholarly and popular publications including The Wall Street Journal and The New York Times. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees and Strategic Planning, was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity, and presently serves on that organization's Advisory Council. He is Vice Chairman of the ABA Business Law Section's Committee on Corporate Governance.

Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, a director of Circon Corporation, a medical products maker, and is presently a member of the Board of Directors of Sunbeam Corporation, the consumer products manufacturer, Nuevo Energy Company, an independent oil and natural gas producer, and AutoZone, Inc., the national automobile parts retailer.

Contact Information:
Phone: 302-831-6157
Fax: 302-831-3329
Email: elson@lerner.udel.edu
University of Delaware
Additional Biography Information



Steven Neil Kaplan
Neubauer Family Professor of Entrepreneurship and Finance

Research Activities:
Venture capital, e-commerce, corporate governance, leveraged buyouts, mergers and acquisitions, boards of directors, and corporate finance.

Education:
B.A. summa cum laude (applied mathematics), Harvard College, 1981; M.A., Harvard University, 1987; Ph.D. (business economics), Harvard University, 1988.

Related Experience:
Editorial boards of Journal of Financial Economics, Financial Management, and European Financial Management . Research Associate, National Bureau of Economic Research. Board of directors of Acorn Funds, DivineInterventures, and Morningstar. Advisory boards of Buildpoint, CapitalThinking, Corio, Epotec, Fob, Mirronex, and TextilEdge. Corporate finance department, Kidder, Peabody & Co., 1981-83. Consultant, Booz, Allen & Hamilton, 1984.

Contact Information :
Phone: 773-702-4513
Fax: 773-702-0458
Email: steven.kaplan@gsb.uchicago.edu
University of Chicago
Additional Biography Information

Jay W. Lorsch
Louis E. Kirstein Professor of Human Relations

Jay W. Lorsch is the Louis Kirstein Professor of Human Relations at the Harvard Business School. He is the author of over a dozen books, the most recent of which is Pawns or Potentates: The Reality of America's Corporate Boards . Organization and Environment (with Paul R. Lawrence) won the Academy of Management's Best Management Book of the Year Award and the James A. Hamilton Book Award of the College of Hospital Administrators in 1969.

Having taught in all of Harvard Business School's educational programs, he was Chairman, Doctoral Programs, and Director of Research from 1995-1999, Senior Associate Dean and Chair of the Executive Education Program from 1991-1995, Senior Associate Dean and Director of Research from 1986-1991, Chairman of the Advanced Management Programs from 1980-1985, and prior to that was Chairman of the Organizational Behavior Area. As a consultant, he has had as clients such diverse companies as Ameritech, Applied Materials, the Bank of Montreal, Citicorp, Chubb and Sons, Coopers & Lybrand, Corning Glass, General Electric, Goldman Sachs, Merck Sharp and Dohme and Petroleos de Venezuela S.A. He is also a Director of the Brunswick Corporation.

He is a graduate of Antioch College (1955) with a M.S. degree in Business from Columbia University (1956) and a Doctor of Business Administration from Harvard Business School (1964). At Columbia, he was a Samuel Bronfman Fellow in Democratic Business Administration. From 1956-59, he served as a Lieutenant in the U.S. Army Finance Corp.

Contact Information:
Phone: 617-495-6413
Fax: 617-496-8354
Email: jlorsch@hbs.edu
Harvard University
Additional Biography Information

Eric W. Orts
Guardsmark Professor
Professor of Legal Studies and Business Ethics
Professor of Management
The Wharton School of the University of Pennsylvania

Eric Orts is the Guardsmark Professor at the Wharton School of the University of Pennsylvania. He is a professor of legal studies and business ethics with a joint appointment in management. He serves as an academic co-director of the NASD Institute at Wharton Certificate Program for compliance and regulatory professionals and directs Wharton’s Environmental Management Program. His primary research and teaching interests are corporate governance, professional ethics, and environmental management. His scholarly work is widely published in academic journals (mostly law reviews) and books. Prior to joining Wharton's faculty in 1991, Orts practiced law at Paul, Weiss, Rifkind, Wharton & Garrison in New York City and was a Chemical Bank fellow in corporate social responsibility at Columbia Law School. He has taught at the University of Pennsylvania Law School and visited at the UCLA School of Law, University of Michigan Law School, Tsinghua University, and Sydney Law School. He has also been visiting Fulbright professor in the law department of the University of Leuven, the Eugene P. Beard Faculty Fellow at Harvard University’s Center for Ethics and the Professions, and a faculty fellow in the Center for Business and Government at the Kennedy School at Harvard. In 2005-06, he is a Visiting Professor at NYU Law School where he is helping to establish a new diploma program for international business students in U.S. commercial and corporate law. Orts is a graduate of Oberlin College (BA), the New School for Social Research (MA), the University of Michigan (JD), and Columbia University (JSD). He is a member of the bar of New York and the District of Columbia, an elected member of the American Law Institute, and belongs to a number of other professional and academic associations. At Wharton, he teaches undergraduate, MBA, and Ph.D. courses in corporate law, environmental management and policy, introduction to law, and professional ethics.

Contact Information:
The University of Pennsylvania - www.wharton.upenn.edu
Email - ortse@wharton.upenn.edu

Sheli Z. Rosenberg
Adjunct Professor, Kellogg School of Management

Sheli Z. Rosenberg joined Equity in 1980 as General Counsel. Equity is a Chicago-based, privately held investment company whose $10 billion in annual revenues is generated from 27 privately held companies, direct controlling interests in 15 publicly traded corporations, and a 600 property real estate portfolio.

Ms. Rosenberg has been instrumental in the structuring and managing of six investment funds with total assets of over $2 billion resulting in acquisitions and dispositions of over $10 billion in assets and seven initial public offerings of New York Stock Exchange companies. She sits on the boards of six New York Stock Exchange corporations: CVS Corporation, Cendant Corporation, Equity LifeStyle Properties, Inc., Equity Residential Properties Trust, Equity Office Properties Trust, and Ventas, Inc.

Prior to joining Equity, Ms. Rosenberg was one of six managing partners at Schiff Hardin & Walte, Chicago, specializing in real estate, finance and corporate law.

A forceful advocate for women in business, Ms. Rosenberg is a past president of The Chicago Network, and director of the National Partnership for Women & Families, and The Women's Issues Network Foundation. Most Recently at J.L. Kellogg Graduate School she is a co-founder and president of the initiative for the new Center for Executive Women.

Crain's Chicago Business named her one of the 100 Most Influential Persons in Chicago. Ms. Rosenberg is listed in Who's Who in America.

Ms. Rosenberg is a graduate of Tufts University and Northwestern University School of Law. She has two grown children and resides with her husband in Chicago.

Daniel Siciliano
Executive Director of the Program in Law, Economics, and Business
Stanford Law School

Mr. Siciliano teaches Corporate Finance, Corporate Governance and Practice, and is the senior Teaching Fellow for the international LL.M. degree program in Corporate Governance and Practice at Stanford Law School. He received his BA from the University of Arizona and completed both his graduate fellowship in Economics and his JD at Stanford University.

Prior to his position at the law school, he served as the Chief Executive Officer of LawLogix Group, Inc. – an Arizona based technology company, practiced immigration law with the law firm Bacon and Dear, PLC – exclusively servicing Fortune 500 companies, and served as an executive compensation consultant to the venture capital industry.

Mr. Siciliano, a Truman Scholar, has worked with both public and private organizations including teaching and research at Stanford’s Hoover Institute and macroeconomic policy analysis at the Congressional Budget Office in Washington, D.C. He has founded and led several successful businesses including Immigration Outreach Center, LLC and Lingo Communications Company. Both companies are currently among Arizona’s most innovative providers of immigration services and corporate language training.

As President of the Hestia Corporation, a California based strategy and management consulting firm, he led a successful team of consultants specialized in executive compensation analysis and high-growth small businesses. Mr. Siciliano currently lives with his wife and two children in Palo Alto, California.

Contact Information:
Phone – 650-725-9045
Email – siciliano@law.stanford.edu
Stanford Law School – www.law.stanford.edu

Robert B. Thompson
New York Alumni Chancellor’s Chair in Law
Vanderbilt University Law School

Robert B. Thompson joined the law faculty of Vanderbilt University in 2000 from Washington University School of Law, where he was George Alexander Madill Professor of Law and Director of the Center for Interdisciplinary Studies. He holds the New York Alumni Chancellor's Chair at Vanderbilt. One of the nation's top scholars in corporations law, corporate finance, and securities regulation, Professor Thompson has published several leading books and articles in these and related fields, often including innovative empirical research. He has served since 1991 as editor of the Corporate Practice Commentator. His current research explores federalism and the extent to which voting and selling by shareholders is an acceptable substitute for judicial oversight in the context of corporate takeovers. A dedicated teacher, Professor Thompson teaches corporations, securities regulation, corporate takeovers, corporate finance, limited liability and co-teaches joint law and business courses on equity markets and business mergers and acquisitions. He is chair of the section on Securities Regulation of the AALS and a former chair of the section of Business Association.

Education
University of Virginia, J.D., 1974 (Order of the Coif) (Member, Virginia Law Review)
Vanderbilt University, B.A., 1971 (Phi Beta Kappa)

Contact Information:
Phone – 615-322-1002
Email – thompson@law.vanderbilt.edu
Vanderbilt University Law School – www.law.vanderbilt.edu/faculty/

Stephen M. Wallenstein
Executive Director, Duke Global Capital Markets Center;
Senior Lecturing Fellow, Duke School of Law and Fuqua School of Business

Professor Wallenstein joined the Fuqua and Duke Law Faculties in 1998, and is the Executive Director of the Global Capital Markets Center, a collaborative venture between The Fuqua School of Business and the Duke School of Law. He is also program director and founder of the Duke Directors' Education Institute, an ongoing series to address the corporate governance failures of diligence, ethics and controls in corporate America.

Professor Wallenstein began his career in New York and Rio de Janeiro with the international law firm Cleary, Gottlieb, Steen & Hamilton where he advised clients on capital markets, derivatives and securities law matters. From 1979 to 1995 he worked as senior counsel and senior investment officer at the International Finance Corporation in Washington, D.C. He was responsible for structuring and negotiating international business transactions in Europe, Asia, Latin America and North America, with a specialization in international project finance, capital markets, and privatization. He has worked closely with the SEC, NASD, the New York Stock Exchange, and the American Stock Exchange and has significant experience in the U.S. securities markets.

Before coming to Duke, Professor Wallenstein taught at the American University and the University of Denver College of Law. His teaching experience at Duke includes courses on corporate governance, venture capital and private equity, and international finance at the Law School and Fuqua, as well as a course on global capital markets for Duke undergraduates. Wallenstein has also taught law and development at the Catholic University in Rio de Janeiro, Brazil, where he lived for three years and became fluent in Portuguese.

Professor Wallenstein is a graduate of Yale Law School, Harvard Graduate School and Cornell.

Contact Information:
Phone - 919-613-7059
Email - wallenst@law.duke.edu
Duke University - http://www.law.duke.edu/