Income Taxation of Trusts Nyu School of Law

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					40 Washington Square South
New York, NY 10012
www.law.nyu.edu
Business



2007-08
                                             The business law
                                             program offers an
                                             impressive array
                                             of opportunities for
                                             students to integrate
                                             theory and practice
                                             while studying in the
                                             world’s financial hub.
                                                                  The
                                                              business
                                                             law faculty
                                                               includes
                                                             some of the
                                                               nation’s
                                                                leading
                                                              theorists
                                                              and prac-
“A good lawyer has to be able to see the strength              titioners
 of the other side’s position; to see ways a solution        in law and
 can be reached that benefits both sides. That is            economics,
 the spirit we try to maintain in the classroom, and          corporate
 the ethic I want my students to carry with them               law and
 each and every day of their careers.”                       bankruptcy
Samuel Estreicher, Dwight D. Opperman Professor of Law and
director of the Center for Labor and Employment Law
                                                                  law.
An InTrODuCTIOn                                                                                                




C
     orporate and business law has always
     played a central role in the identity of NYU.                                         Launched by
                                                                                         students in 2004,
                                                                                           the New York
     The Law School continues to lead the way                                            University Journal
                                                                                       of Law & Business is
in innovative courses and programs, particularly                                        committed to pub-
                                                                                      lishing authoritative
as globalization reshapes the way people think                                            writings on the
                                                                                       interrelationship of

about the interaction of business and law.                                              law and business.




                                                           “
                                                                                          Central
                                                                                          Casting
                                                                                        More than 170 na-
                                                     NYU has the Center                tions regulate their
                                                                                       economies through
                                                  for Law & Business, run              central banks. The
                                                                                      Center for the Study
                                                 by Bill Allen. He’s a phe-              of Central Banks
                                                                                       examines their na-
                                                 nomenal resource who is              ture and operations.

                                                tapped into what’s going               Under the direction
                                                                                      of Professor Geoffrey
                                                on today in business and              Miller, this research
                                                                                         institution offers
                                                to a wonderful network of             students opportuni-
                                                                                        ties to be research
                                               people. The Law School has                    associates.

                                               a great base of alumni and
 How Law and                                     infrastructure to support              Location,
 Business Profit from                               people who are really
                                                                                        Location
                                                                                       The Furman Center
 Each Other at NYU                                 interested in business.                for Real Estate
                                                                                         and Urban Policy




                                                           ”
The Lester Pollack Center for Law &             a n d y k l e i n ’08 (j.d./m.b.a.)    provides opportuni-
Business is the link between the Law
                                                                                      ties for students and
School and the University’s highly regard-                                              faculty to research
ed Leonard N. Stern School of Business,                                               legal and public pol-
providing joint teaching and research                                                  icy issues involving
opportunities for students and faculty at                                              real estate, housing
both schools. The center coordinates a                                                  and urban affairs.
                                                                                       The center, directed
rich curriculum for students interested
                                                                                         by Professor Vicki
in the relationship between law and                                                      Been ’83, offers a
business, and involves leaders in banking,                                            forum for discussion
business and law in the intellectual life of                                              among leading
the University. The director of the center                                            practitioners, policy-
is Professor William Allen (above), former                                               makers, scholars,
                                                                                      faculty and students
chancellor of the Court of Chancery of
                                                                                         about real estate
the State of Delaware, the leading court
                                                                                         and urban policy.
in the United States on questions of
business and corporation law.
                                                                                        Business Law at NYU School of Law




Right Makes Might
    Jennifer Arlen argues that we all benefit
    when corporations are good citizens.
    “Corporations comprise the dominant           and takeovers, Arlen has also published
     force in America in terms of impact on       research on why malpractice liability for           Professor
     our physical safety, our health and our      physicians and managed care organiza-
     financial well-being,” explains Jennifer     tions means better care for patients.
                                                                                                      Arlen is a
     Arlen, the Norma Z. Paige Professor of           Having earned both a J.D. and a Ph.D.          codirector
     Law. “All of us are hurt when corporations   in economics at NYU, Arlen is committed          of the Center
     take excessive risks or wipe out the value   to helping students who want to pursue
     of their stock. I consider how we can        the academic life, too. “I like to work with         for Law,
     induce corporations to make investments      students who are interested in going into         Economics
     in reducing risks in ways that improve       academia, and get very involved in the
     the health of both individuals and the       research projects of students who want            and Organi-
     economy.” Arlen, who teaches Business        me to do so. I gear the advice I give to         zation, which
     Crime, Corporations and Torts, focuses       future academics to the requirements
     most of her work at the intersection of      of scholarship. I push them to develop              promotes
     corporate governance and torts. “I use       a strong theoretical argument and work              abstract,
     economics to examine how to structure        with them on multiple drafts because
     liability rules to induce corporations       I know what law schools will look for. I
                                                                                                     interdisci-
     to invest in cost-effective measures to      also bring students into the scholarship              plinary
     limit wrongdoing by their managers and       process by hiring them as research
     employees, whether it be medical             assistants. I’m currently coauthoring
                                                                                                    scholarship
     malpractice, torts or business crime.”       an article with a student, which will give       on real world
         The author of prize-winning papers       him a published paper before he goes                  issues.
     on corporate liability rules, business tax   on the teaching market.”
CurrICuLuM                                                                                                          




B
      usiness law courses cover                                      Getting               Financial Instru-
                                                                                           ments and Capital

      everything from accounting                                     Down to               Markets
                                                                                           Income Taxation
                                                                     Business              Income Taxation of
      to secured transactions, and                                   Accounting for        Trusts and Estates
                                                                     Lawyers
                                                                                           Insurance Law
examine topics as diverse as global                                  Advanced Analysis
                                                                                           International and
                                                                     of Accounting
financial disclosure, employee                                       Information           Regional Trade Law
                                                                                           International
                                                                     Antitrust Law
relations and talent negotiations                                    Antitrust Law
                                                                                           Commercial Sales
                                                                                           International Eco-
                                                                     and Economics
in the entertainment industry.                                       Banking Law
                                                                                           nomic Transactions
                                                                                           International Tax
                                                                     and Regulation
                                                                                           International Trade
 Specialized                                                         Bankruptcy
                                                                                           Labor Law
                                                                     Bankruptcy
 Degrees                                                             Reorganizations       Law of Nonprofit
 Law students inter-                                                 Bankruptcy Tax        Organizations
 ested in specialized                                                Colloquium on         Mergers and
 business degrees                                                    Law and Business      Acquisitions
 have six options:                                                   Business Crime        Modern Payment
                                                                     Colloquium on         Systems
 J.D./M.B.A.
 Program with the                                                    Corporate Law         Multistate Taxation in
 Leonard N. Stern                                                                          the New Millennium
                                                                     Commercial Sales:
 School of Business                                                  International and     Negotiating Complex
                                                                     Domestic              Deals in Corporate

                         Market Shares
 LL.M. in                                                                                  Restructurings
                                                                     Contract Theory
 Corporation Law
                                                                     Seminar               Partnership Taxation
                         The Law and Finance seminar series
 LL.M. in Taxation                                                   Contracts             Real Estate Deals
                         brings together academics to discuss
 LL.M. in Trade                                                      Corporate Bonds       Real Estate
                         topics that bridge corporate law and                              Transactions
 Regulation              corporate finance. Recent speakers in-      Corporate Finance
                                                                                           Restructuring Firms
 J.S.D. in Trade         clude: Jonathan Karpoff of the University   Corporate Law:        and Industries
 Regulation              of Washington Business School on “The       Policy Analysis
                                                                                           Secured
                         Cost to Firms on Cooking the Books”;        Corporate Law: U.S.   Transactions
 They can also
                                                                     and European Union
 choose to pursue        Darius Palia of Rutgers Business School                           Securities Regulation
 the Advanced Pro-       asking “Does Better Corporate Gover-        Corporate
                                                                     Reorganizations       Survey of Corporate
 fessional Certificate   nance ‘Cause’ Better Firm Performance?”;                          Taxation
 Program in Law          and Alan Schwartz of Yale Law School        Corporations
                                                                                           Survey of Securities
 and Business, cre-      examining “How Much Irrationality           Developing Issues:    Regulation
 ated specifically for                                               Financial Reporting
                         Does the Market Permit?”                                          Taxation of Executive
 those interested in                                                 Disclosures
                                                                                           Compensation
 careers in corporate                                                Employee Pension
                                                                                           Taxation of Mergers
 law. This permits
 students to receive
                           Through the Leadership                    and Health Benefits
                                                                     Law                   and Acquisitions
 graduate-level busi-        Program in Law and                      Employee Rela-        Taxation of Property
                                                                                           Transactions
 ness school training                                                tions and Talent
 in conjunction with        Business, J.D. students                  Negotiations in       Timing Issues and
 their legal education                                               the Entertainment     the Income Tax
 without requiring the       can streamline their                    Industry              Topics in E-
 extra time necessary
 to earn an M.B.A.
                         coursework with a business-                 Employment Law        Commerce
                                                                     Entertainment Law     Trusts and Estates
                             oriented curriculum.                    Estate Planning       Venture Capital
                                                                         Business Law at NYU School of Law




    Too Much of a
    Good Thing?
    Stephen Choi believes
    that overregulation is
    bad for everyone.
    How do you protect investors in an increasingly com-
    plex securities market? That’s a question that fasci-
    nates Stephen Choi, Murray and Kathleen Bring Pro-
    fessor of Law. “A delicate balance exists here,” says
    Choi, who joined the faculty last year. “There’s no
    doubt that a strong system of securities regulations
    gives investors confidence. But regulators can often
    make mistakes and face large pressures to be seen
    as ‘doing something,’ particularly in the wake of a large
    scandal such as Enron. Too much regulation can be just
    as much a problem as too little.”

    A prolific author with more than 30 publications to his cred-
    it, Choi cowrote a 2003 article in the Stanford Law Review
    examining how behavioral quirks may lead the SEC to over-
    regulate. In a piece published in the Yale Law Journal, Choi ex-
    plored conflicts of interest among Wall Street analysts and the
    possibility of market-based solutions to these dilemmas. Choi,
    who graduated first in his class from Harvard Law School and
    holds a Ph.D. in economics, also completed in 2005 (with Adam
    Pritchard) a 700-page student-friendly casebook, Securities
    Regulation: Cases and Analysis, the first to include a hypothetical
    case study that examines a Martha Stewart-like insider-trading-
    related scenario. The casebook includes exercises to help students
    learn by doing--such as by drafting their own securities prospec-
    tus as part of a mock public offering. Choi, who teaches Survey of
    Securities Regulation and Topics in Corporate and Securities
    Law, explains, “Putting students into the role of attorneys
    working on an actual deal helps give life to the mandatory
    disclosure requirements.”
FACuLTY                                                                                                              




T
     he Law School’s business faculty are groundbreaking
     authors and scholars of legal, economic and finance
     theory, and members of the nation’s leading firms.
Each faculty member fills a niche, or multiple niches, of
recognized expertise in this richly varied program.
 Business                 Barry Adler                                   Jennifer Arlen
 Matters                  Vice Dean; Charles Seligson                   Norma Z. Paige Professor of Law
                          Professor of Law                              Jennifer Arlen ’86 (Ph.D. ’92) has written
 Adjunct business
                          Barry Adler has written extensively           numerous articles on corporate crime,
 faculty members
 come from many           on the application of corporate finance       corporate liability, medical malpractice
 of New York City’s       theory to issues of corporate insolvency.     liability, torts damages, corporate take-
 top corporate firms.     He is at work on a book about bankruptcy,     overs, corporate taxation, and behavioral
 For example, David       The Law of Last Resort, and has published     law and economics. She is on the edito-
 Katz ’88 and Mark        Foundations of Bankruptcy Law and the         rial board of the International Review of
 Gordon, who teach        third edition of the casebook Bankruptcy:     Law and Economics.
 Mergers and Ac-
                          Cases, Problems and Materials, with
 quisitions, are both
                          Douglas Baird and Thomas Jackson.             Oren Bar-Gill
 partners at Wachtell,
 Lipton, Rosen & Katz.                                                  Assistant Professor of Law
                          William T. Allen                              Oren Bar-Gill’s scholarship focuses on
                          Nusbaum Professor of Law and                  the law and economics of contracts. He
 Helping                  Business; Director, Lester Pollack            is working on a book about the interplay
 represent                Center for Law & Business
                          William Allen is a former chancellor of the
                                                                        between consumer psychology and

 the needy                Court of Chancery of the State of Dela-
                                                                        market forces in consumer markets.

 Students can help        ware. He is also a clinical professor of
 attorneys from top-
                                                                        Stephen Choi
                          business in the finance department of the     Murray and Kathleen Bring
 tier law firms provide
                          Stern School of Business. Allen teaches       Professor of Law
 basic legal services
                          the Colloquium on Law and Business,           Stephen Choi’s research interests focus
 to lower-income
 clients through the      Corporate Law: Policy Analysis, Corpora-      on the theoretical and empirical analysis
 nonprofit Small          tions, Law and Business of Investment         of corporations and capital markets. He
 Business Law             Banking, and Mergers and Acquisitions.        has written papers examining security
 Connection.              He also serves as counsel to the law firm




                                                                “
                                                                        regulations, securities class action
                          of Wachtell, Lipton, Rosen & Katz.            empirical studies and the judiciary.




                           Professor Kahan has been particularly supportive.
                             He offered to reach out to people he knew and
                               put me in touch with potential employers.
                                                  n a t e p i e rc e ’08 (j.d./m.b.a.)
                                                                                     Business Law at NYU School of Law




    Kevin Davis
    Professor of Law
    Kevin Davis’s research focuses on
                                                   Spotlight on
                                                   Oren Bar-Gill
    commercial law, economic crime, and
    law and development. He has written on
    topics as varied as the rights of creditors
    of nonprofits, fraud in contractual settings
    and transnational bribery.                     A self-professed nerd who placed third in a regional geometry
                                                   competition in ninth grade, Professor Oren Bar-Gill combined
    Rochelle Cooper Dreyfuss                       his love for numbers with his interest in justice to carve out
    Pauline Newman Professor of Law
                                                   his specialty: law and economics. Along the way, the 31-year-
    Rochelle Cooper Dreyfuss is a specialist
    in intellectual property law, with research    old Israeli has also earned a reputation for coming up with
    and teaching interests in intellectual         fresh, counterintuitive ideas. For example, in a 2003 paper,
    property, civil procedure, privacy and the     Bar-Gill asserts that contrary to accepted wisdom, inventors
    relationship between science and law.
                                                   prefer narrow protection and disclosure to broad intellectual
                                                   property defenses. In other papers, he argues against nul-
    Samuel Estreicher
    Dwight D. Opperman Professor of Law;           lifying contracts that impose seemingly harsh credit terms
    Director, Center for Labor and Employment      on the low-income consumer. “If I’m selling
    Law; Codirector, Dwight D. Opperman            furniture in an inner-city community and I’m
    Institute of Judicial Administration
                                                   not allowed to insert these credit terms into
    Samuel Estreicher is one of the nation’s
    top scholars of the law of the employ-         the contract, I might decide not to sell there
    ment relationship. He has published            at all,” says Bar-Gill, who teaches Behavioral
    several books and more than 75 articles        Law and Economics, the Colloquium on
    in professional and academic journals.         Economic Analysis of Law and a course
    He is a former secretary of the labor and
                                                   in Contracts.
    employment law section of the American
    Bar Association, and counsel to Jones
                                                   In the six years he has been in the
    Day in its issues and appeals, and labor
    and employment practice groups.                U.S., Bar-Gill has presented his work
                                                   at the prestigious American Law
    Cynthia Estlund                                and Economics Association Confer-
    Catherine A. Rein Professor of Law             ence and has published 17 papers.
    Cynthia Estlund joined the Law School in
                                                   He has another few papers on
    the fall of 2006. She teaches Advanced
    Topics in the Law of the Workplace, Em-        the way and is currently work-
    ployment Law and Property. Her research        ing on a book, Market Failure
    centers on employment law, labor law, la-      and Behavioral Economics,
    bor standards and the regulation of work.      about the interplay be-
                                                   tween consumer psych-
    Harry First
                                                   ology and market forces
    Charles L. Denison Professor of Law;
    Director, Trade Regulation Program             in consumer markets,
    Harry First teaches courses in antitrust,      such as those for cell
    regulated industries, business crime and       phones, magazines and
    innovation policy. First’s recent scholar-
                                                   health clubs.
    ship has focused on international and
    comparative aspects of antitrust.
FACuLTY                                                                                                               




                         Eleanor M. Fox                                 Andreas F. Lowenfeld
    The Furman           Walter J. Derenberg Professor of               Herbert and Rose Rubin
    Center’s real        Trade Regulation                               Professor of International Law
     Estate and          Eleanor Fox ’61 is a prominent antitrust       A sampling of Andreas Lowenfeld’s
                         and comparative competition law scholar.       recent writings includes dispute
    urban Policy
                         Her recent work includes articles about        settlement in the Canada-U.S. Free
  Forum sponsors         the intersection of trade and competition,     Trade Agreement, liability of airlines for
 events that bring       and the disjuncture between national           disasters caused by terrorism, economic
 students together       law and global markets. Fox proposes           sanctions and the enforcement of foreign
 with leading attor-     principles for linking national systems and    judgments. His books cover aviation law,
                         counting the costs imposed by                  public international law, international
  neys, financiers,
                         one nation on another.                         economic law, conflict of laws and civil
   politicians and
                                                                        procedure. Lowenfeld is frequently an
     real estate
                         Mark Geistfeld                                 arbitrator in international disputes, both
     developers.         Crystal Eastman Professor of Law               public and private. He has argued a
                         Mark Geistfeld, a codirector of the            number of important U.S. Supreme Court
                         Center for Law, Economics and Orga-            cases concerning international law, arbi-
                         nization, is a trained economist as well       tration, jurisdiction and conflict of laws.
                          as a lawyer. In both his teaching and
                           scholarship, he focuses on legal rules       Florencia Marotta-Wurgler
   Luncheon                that govern risks threatening physical       Assistant Professor of Law
    Series                 injury and property damage. His recent       Florencia Marotta-Wurgler ‘01 teaches
                          scholarship stresses the ways in which        Contracts and Topics in E-Commerce. Her
                         economic and moral theories of tort            research centers on commerical law, con-
                         law are complementary.                         tracts, e-commerce and economics.
The Law and Busi-
 ness Association,
 a student group,        Clayton P. Gillette                            Geoffrey Miller
 and the Lester          Vice Dean; Max E. Greenberg                    Stuyvesant P. Comfort Professor
 Pollack Center for      Professor of Contract Law                      of Law; Director, Center for the
 Law & Business          Clayton Gillette’s scholarship con-            Study of Central Banks
 regularly organize      centrates on commercial law, local             Geoffrey Miller has written and edited
 student luncheons
                         government law and international sales         five books and more than 100 articles in
 with distinguished
 corporate law and
                         contracts. He teaches commercial sales,        such diverse fields as ancient law, civil
 business practitio-     contracts, local government law and            procedure, constitutional law, corporate
 ners, such as Dennis    modern payment systems. He is the              and securities law, financial institutions,
 Hersch ’70, global      coauthor of Payment Systems and Credit         jurisprudence and legal history. He has
 chairperson, JP         Instruments: Cases and Materials, and          taught a wide range of subjects including
 Morgan Securi-          Sales Law: Domestic and International.         federal regulation of banking, financial
 ties; Robert Kindler                                                   institutions, land development, the legal
’80, vice chairman,
 investment banking,     Marcel Kahan                                   profession, legal theory, property and
 Morgan Stanley; J.      George T. Lowy Professor of Law                securities. Miller is director of the
 Michael Schell, vice    Marcel Kahan’s main areas of interest are      Law School’s Center for the Study
 chairman, global        corporate governance, securities fraud and     of Central Banks and a codirector of the
 banking, Citigroup      bondholder rights. He has written more         Center for Law, Economics and Organiza-
 Global Markets; and     than 30 articles for law reviews, finance      tion.
 Sara E. Moss ’74,
                         journals and professional publications.
 executive vice presi-
 dent, general coun-
                         Kahan is also a member of the Association      Helen S. Scott
 sel and secretary,      of the Bar of the City of New York’s Special   Professor of Law
 the Estée Lauder        Committee on Mergers, Acquisitions and         Helen Scott came to the Law School from
 Companies, Inc.         Corporate Control Contests.                    corporate practice at Shearman & Ster-
                                                                                          Business Law at NYU School of Law




    ling. Scott teaches Business Transactions
    Planning, Corporate Governance, Corpo-
    rations, Contracts and Entrepreneurial
    Finance. She is currently writing on the
    development of international corporate
    governance standards.


    Stanley Siegel
    Professor of Law
    Stanley Siegel has written on the
    effects of contemporary financial theory
    and computer applications on financial
    reporting, and on comparative company
    law and accounting standards-setting
    in the United States and the European
    Union. He is a faculty member of the In-
    ternational and Comparative Law Center
    of the Southwestern Legal Foundation.

    Robert H. Sitkoff                              Close-up: Kevin Davis
    Professor of Law
                                                   “A big part of the draw to NYU is the city,” says Professor
    Robert H. Sitkoff teaches Trusts and
    Estates. His research focuses on business       Kevin Davis, who joined the faculty in 2004, “but the global
    organizations and trusts and estates.           dimension of the Law School is also very attractive.”

    John J. Slain                                  A passionate teacher, whose research focuses on commer-
    Professor of Law Emeritus                      cial law, contracts, and law and development, Davis shows
    John “Jack” Slain ’55 is now entering his      his students not only “how to think like a lawyer and under-
    32nd year of teaching law. He began at         stand how to engage in legal reasoning,” but “to recognize
    Indiana University School of Law in India-
                                                   that they don’t always have to take legal rules as a given.
    napolis, moved to Ohio State University,
    and came to the NYU School of Law more         Some rules vary across time and place; they’re malleable.
    than two decades ago. Since then, he           I want my students to see that there’s room for debate
    has been one of the mainstays of the           around the margins, while still recognizing the boundaries.”
    corporate law faculty.
                                                   Diane L. Zimmerman                               Martin Lipton ’55
    George H. Sorter                               Samuel Tilden Professor of Law                      was named
     Professor of Law Emeritus; University         Diane Zimmerman is a specialist in
     Professor Emeritus; Vincent C. Ross
                                                                                                      Lawyer of the
                                                   First Amendment law and copyright law.
     Professor of Accounting Emeritus              She teaches courses in these areas, as             Year in 2005
     Cited by Fortune magazine as one of the       well as the Colloquium on Innovation               for Corporate
     eight most favored business school profes-    Policy, and courses on press and tort law.       Governance and
     sors, George Sorter has built a career as     She is the author of highly influential writ-
     a leading theorist and innovator in the
                                                                                                     for Mergers &
                                                   ings on the right of publicity and privacy.
     world of accounting. Sorter proposed the      Zimmerman’s most recent scholarship                 Acquisitions
    “events theory,” which describes account-      probes the relationship between the First          by the Inter-
     ing as a form of history chronicling the      Amendment and protection of the public            national Who’s
     important events of a unit. This innovative   domain, and explores the nature of the
     theory has formed the basis of Sorter’s re-                                                    Who of Business
                                                   originality requirement in copyright.
     search and teaching for the past 40 years.                                                         Lawyers.
FACuLTY                                                                                                       10




                                               Enter Fiduciary Man!
                                                It’s clear from the outset of any of Professor Robert Sitkoff’s
                                                classes that he has an unbridled passion for trusts and es-
                                                tates (T&E). He belts out songs about the class material, im-
                                                personates other law professors and has even created his
                                                own superhero, Fiduciary Man. “I get really worked up and
                                                excited in class. Whatever it takes to engage the students in
                                                the material,” says Sitkoff, who began teaching at the Law
                                                School last fall. While T&E is traditionally taught from a his-
                                                torical perspective, Sitkoff’s approach has an economic and
                                                empirical bent, mirroring his scholarly orientations. In one of
                                                his most influential papers, “An Agency Costs Theory of Trust
                                                Law” (Cornell Law Review, 2004), Sitkoff draws on the agency
                                                cost literature of corporate law to develop an economic the-
                                                ory of trust law. Since that article, agency cost analysis has
                                                become routine in the literature of trust law. In 2005, he co-
                                                authored the first empirical assessment of the effect of abol-
                                                ishing the rule against perpetuities and has cowritten “Did

 E-contract Expert                              Reform of Prudent Trust Investment
 Professor Florencia Marotta-Wurgler            Laws Change Trust Portfolio Allo-
’01 was online buying a used copy of a          cation?” in the Journal of Law and
 biography when an idea for a research          Economics. This study showed
 paper struck her. “I said, ‘I just gave my
                                                that $100 million in assets flowed
 credit card to a stranger who lives in
 Sweden. How do I know that I’m going           into states that abolished the rule
 to get the book?’” recalls Marotta-Wur-        against perpetuities between the
 gler. “And what about those e-contracts        mid-1990s and 2003. Sitkoff is
 that the buyer is required to click on, but    drawing on these studies and oth-
 rarely reads?”Marotta-Wurgler set out
                                                ers for his second book. (He is the
 to determine whether online sellers who
 don’t disclose their contracts before the      coauthor of Wills, Trusts, and Es-
 transaction offer worse terms than those       tates, considered the lead-
 who do, analyzing more than 515 software       ing casebook in the field.)
 license agreements. She found that hid-
                                                Sitkoff’s ground-breaking
 den or “pay now, terms later” contracts
 offered relatively more buyer-friendly         work is making quite an
 terms than those that consumers were           impact. Says Yale Pro-
 forced to accept in advance--a result that     fessor John Langbein:
 stunned Marotta-Wurgler’s colleagues.
                                               “These various initia-
“While many professors have written
 about electronic contract formation at a
                                                tives will shape the
 theoretical level,” says Law School Vice       field of T&E for de-
 Dean Clayton Gillette, “She’s the first        cades to come.”
 who’s tried to discover what’s actually
 going on in this area.”
11                                                                                  Brochure Name at NYU School of Law




 On the Jobs
 Cynthia Estlund tracks the changing role
 of workplace law in the United States.
  As a visiting professor in Spring 2005,           Estlund’s professional and intellectual
  Cynthia Estlund did something that her        interests have centered on labor and              Estlund
  colleagues have only fantasized about:        employment law since she was a law                 won a
  She banned laptops in the classroom.          student at Yale. “I liked the idea of repre-
 “She came in as a complete outsider and        senting people who had their own goals          2005 Labor
  tried something new that was likely to
  completely bug the students. And they
                                                and some power to pursue them, but who
                                                needed legal help,” she says. But recent
                                                                                                   History
  went with it,” says Deborah Malamud,          decades have not been kind to unions or             essay
  AnBryce Professor of Law.
      Challenging the status quo is typical
                                                to labor law. In her last traditional labor
                                                law piece, “The Ossification of American
                                                                                                 award for
  for Estlund, who joined NYU as Catherine      Labor Law” (Yale Law Review, 2002),             her article
  A. Rein Professor of Law last fall. In her    Estlund discusses the barriers to renew-
  scholarship “she raises serious questions     ing and reforming the labor laws. “ In her
                                                                                                about inte-
  as to whether the current labor law sys-      book, Working Together: How Workplace            gration in
  tem will continue to work in this country,”   Bonds Strengthen a Diverse Democracy,
  says Malamud. And her creative thinking       she argues that the workplace has be-            the office,
  has earned her the respect of her peers.      come the most important site of coopera-         “Working
 “Professor Estlund has done important          tion and communication for people of di-
  work exploring the limits of labor law        verse backgrounds. In between teaching           Together:
  doctrine and integrating First Amend-         Property, Employment Law and Advanced             Crossing
  ment theory into the law and politics of      Topics in the Law of the Workplace,
  the workplace,” says Professor Samuel         Estlund works on her next book. The             Color Lines
  Estreicher, the director of the Center for
  Labor and Employment Law.
                                                subject: Rebuilding the Law of the Work-
                                                place in an Era of Self-Regulation.
                                                                                                 at Work.”
TrADE rEGuLATIOn AnD InTELLECTuAL PrOPErTY                                                                  1




T
      he study of trade regulation and intellectual property
      law at NYU provides a grounding in the basics of anti-
      trust, patents, copyrights and trademarks, and allows
 students to investigate the philosophical and socioeconomic
 issues that guide the debate in these important areas.




           “
                                   Affiliated              Mary Kevlin
                                                           Partner, Cowan,
                                                                                    Herbert F. Schwartz
                                                                                    Senior Partner,
                                   Faculty                 Liebowitz & Latman       Ropes & Gray
                                   Lawrence J. White
                                                           Mary Kevlin special-     Herbert Schwartz
   When I’m swamped                Arthur E. Imperatore    izes in trademark,
                                                           copyright and unfair-
                                                                                    specializes in patent
                                                                                    law. He is a fellow of
                                   Professor of Entre-
   with reading tons of            preneurial Studies,     competition law. She
                                                           teaches advanced
                                                                                    the American Col-
                                                                                    lege of Trial Lawyers
                                   NYU Stern School
  cases, what helps me             of Business             trademark law and
                                                           is the coauthor of a
                                                                                    and the American
                                                                                    Bar Foundation,
                                   Lawrence White has
  get through it is that           published widely in     casebook on trade-
                                                           marks and unfair
                                                                                    and is a member of
                                                                                    the American Law
                                   the area of the eco-
 the students, adminis-            nomics of regulation    competition.             Institute. He teaches
                                                                                    the basic patent law
                                   and antitrust.He has
 tration and faculty are           served as a board
                                                           Patricia A. Martone
                                                            Partner, Ropes &
                                                                                    course and is the au-
                                   member of the                                    thor of a widely used
  extremely supportive,            Federal Home Loan
                                                            Gray
                                                            Patricia Martone
                                                                                    text on patent law
                                   Bank Board, and                                  and practice, and a
   and don’t just want             on the senior staff
                                                           ’73 specializes in
                                                            patent litigation.
                                                                                    coauthor of a patent
                                                                                    law casebook.
    to see you do well,            of the President’s
                                   Council of Economic
                                                            She teaches patent
                                                            courses, and is an      Rose H. Schwartz
     they want to help             Advisers. He is
                                   also a former chief
                                                            author and frequent
                                                            speaker on intellec-
                                                                                    Partner, Franklin,
                                                                                    Weinrib, Rudell &
       you succeed.                economist for the
                                   Antitrust Division of
                                                            tual property issues.
                                                            She has contributed
                                                                                    Vassallo
                                                                                    Rose Schwartz ’80




            ”
     d e i d r i e s to n e ’0 8   the U.S. Department      chapters to the         specializes in the
                                   of Justice.              books Patent Litiga-    representation of
                                                            tion and Drafting       clients in the music
                                                            License Agreements.     recording industry,
                                                                                    motion pictures
                                   Adjunct                 Irving Scher             and television. She
                                   Faculty                 Senior Counsel, Weil,
                                                           Gotshal & Manges
                                                                                    coteaches a seminar
                                                                                    on entertainment
                                   Nicholas Gordon         Irving Scher special-    law. She is a faculty
                                   Partner, Franklin,      izes in antitrust,       member of the Euro-
                                   Weinrib, Rudell &       advertising and          pean Union Master
                                   Vassallo                marketing litigation     of Audiovisual Man-
                                   Nicholas Gordon ’72     and counseling. He       agement program
                                   specializes in the      teaches an antitrust     and a member of
                                   representation of       course and is on         the British Academy
                                   major record labels.    the advisory board       of Film and Televi-
                                   He coteaches a          of the Bureau of         sion Arts.
                                   seminar on enter-       National Affairs’s
                                   tainment law.           Antitrust and Trade
                                                           Regulation Report.
1                                                                                     Business Law at NYU School of Law




 Innovation Policy
 Colloquium
 Students interested in an in-depth
 examination of the larger issues and
 controversies surrounding trade regula-
 tion and intellectual property can take
 the Innovation Policy Colloquium. The
 course draws together faculty from NYU
 and other universities, leading schol-
 ars and law practitioners and industry
 representatives to discuss topics such as
 the law and economics of innovation and
 competition; consideration of incentive
 structures; examination of innovation in
 developing economies; consideration of
 the influences of tax, tort and environ-
 mental law on innovation; issues raised
 by advances in telecommunication;
 and the use of patent law to control          First Defends Fair Play
 the price of lifesaving drugs.
                                               Professor Harry First, the director of the Trade Regulation
                                               Program, is an antitrust and trade regulation specialist. His
 The Information                               scholarly work has focused on all aspects of international
 Law Institute                                 competition policy, including international price predation,
 The Information Law Institute is an           international cartels, distressed industries and international
 academic center for studying the
                                               enforcement mechanisms. First has also twice been a
 significant influences of law and public
 policy on computing and new digital           Fulbright Research Fellow in Japan, and is the author of a
 information technologies, and vice versa.     groundbreaking study of the legislative history of Japanese
 A fundamental premise of the institute        antitrust law. He has served as an editor for the ABA’s
 is that legal choices about technologies
                                               Antitrust Magazine and has been a member of a NAFTA
 have radically affected production,
 manipulation, storage and dissemination       bi-national review panel. From 1999 to 2001, while on leave
 of, and access to, information in digitally   from the Law School, First was the chief of the Antitrust Bu-
 networked societies.                          reau of the Office of the New York State Attorney General.

 New Media Meets                               Brown                    Barbara Anthony,
                                                                        head of the North-
                                                                                                Brad Smith, Senior
                                                                                                VP and General
 Technology                                    Bag Lunch                east Region Office      Counsel at Microsoft
 The Information Law Institute and the         Series                   of the Federal Trade    Corporation
 Department of Culture and Commu-                                       Commission              Jay Himes, chief
                                               Many outstanding
 nication at NYU sponsor a colloquium          professionals in         Judge Dennis Davis,     of the Antitrust
 devoted to issues at the intersection of      trade regulation,        chief of the Court of   Bureau of the New
                                               intellectual property    Appeals for antitrust   York State Attorney
 information technology and new media,
                                               and antitrust law        cases in South Africa   General’s Office
 and law, policy, society and the quality
                                               visit NYU to meet        Dr. Xiaoye Wang,
 of life. The colloquium includes presenta-
                                               with students about      Professor of Law,
 tions of original research and scholarship    policy and practice      Chinese Academy of
 as well as discussions of current political   in the field. Here are   Social Sciences
 issues and public controversies.              just a few:
ALuMS In ACTIOn                                                                                                     1




                                                                                            Serving up
                                                                                            Success
                                                                                            Jason Finger ’98,
                                                                                            Todd Arky ‘98 and
                                                                                            Paul Appelbaum ‘98
                                                                                            became entre-
                                                                                            preneurs because
                                                                                            they were hungry.
                                                                                            Literally.
                                                                                            In 1999, after many
                                                                                            late nights trolling
                                                                                            for restaurants that
                                                                                            would deliver dinner
                                                                                            to their offices, the
                                                                                            law firm associates
                                                                                            started Seamless-
                                                                                            Web, a company
                                                                                            that processes res-



The Rainmaker
                                                                                            taurant orders for
                                                                                            professional firms
                                                                                            online. With their
                                                                                            service, nobody
                                                                                            needed to step away
Robert Kindler converted his legal                                                          from the desk for
                                                                                            sustenance. And fill-

experience into a second career.                                                            ing out forms to get
                                                                                            reimbursed became
                                                                                            a thing of the past.

 Robert Kindler ‘80 worked his way                 JP Morgan Chase was in the process       By 2004, the
 through law school helping at his dad’s       of building its M&A practice and was         company was # 4 on
 plumbing business, painting houses and        looking for a rainmaker. Kindler moved       Inc. magazine’s list
                                                                                            of the 500 fastest-
 opening an ice cream parlor. After gradu-     over in June 2000, giving up law for
                                                                                            growing companies
 ation, he built a hugely successful career    investment banking, and retaining clients    in America, with
 in law--and followed that with an equally     Lucent and Dreamworks among others.          revenues of $50
 successful one in investment banking.         When Kindler joined JP Morgan as global      million. Soon, inves-
 Clearly Kindler, 52, is one who embraces      head of M&A, the firm was not in the top     tors started to crave
 opportunity, something he says he found       five in the league tables that rank deal     a piece of the pie,
 a great deal of at the Law School. “NYU       volume. By 2005, it was ranked second.       and in 2006, Finger,
                                                                                            Arky and Appelbaum
 gives you the chance to work in major              Always seeking a challenge, Kindler
                                                                                            seized the moment:
 law firms in New York,” he says, “and that    decided to leave JP Morgan Chase in April
                                                                                            they sold Seamless-
 opens up your options.”                       2006 to join Morgan Stanley as a vice        Web to foodservice
     Kindler rose quickly through the ranks    chairman of investment banking. “You         provider Aramark
 at Cravath, Swaine & Moore, working on        need to have a gregarious personality to     Corporation for an
 huge high-profile mergers like Lucent         be an investment banker,” says Kindler,      undisclosed amount.
 Technologies’ $20 billion acquisition of      who clearly shares a sense of humor with
 Ascend. He also got to spend time with        his brother Andy, a standup comic. “You
 people like Steven Spielberg, Jeffrey         have to want to be with people. You have
 Katzenberg, and David Geffen, whom he         to want to be on the road.”
 advised on the creation of DreamWorks             What if he could do it all over again?
 Studio. “I loved Cravath,” he says, “ but     Says Kindler,who is now a Law School
 felt like I had nothing more to accomplish.   Foundation Trustee, “I would have taken
 I’d done the biggest deals around.”           a finance or business class.”
1                                                                                     Brochure Name at NYU School of Law




 Some of our many alumni working in the business world:
 From Wall Street        Victor Ganzi            Alice Kane ’          Catherine Rein ’       Paul Tagliabue ’
 to Hollywood and        (LL.M.’1)              U.S. General Counsel    Senior Executive Vice    Former
 beyond, Law School      President and Chief     Zurich Financial        President and Chief      Commissioner
 alumni have left        Executive Officer       Services                Administrative Officer   National Football
 their mark on every     The Hearst Corpora-                             MetLife                  League
                                                 Richard
 area of the business    tion
                                                 Ketchum ’                                      Jeffrey
 sector. Here’s just a
                         Jonathan Green ’      Chief Executive                                  Tannenbaum ’
 sampling:
                         President and Chief     Officer                                          President
                         Executive Officer       NYSE Regulation                                  Fir Tree Partners
                         The Rockefeller
                                                 Charles Mele ’1                                 Michael Roth
                         Group
                                                 Executive Vice Presi-                            David Thurm ’
                         Martin Gruss ’        dent, General Coun-                              Senior Vice President
                         Senior Partner          sel and Secretary       Rachel Robbins ’       and Chief Informa-
                         Gruss and Company       Emdeon Corporation      General Counsel          tion Officer
                                                                         and Executive Vice       The New York Times
 Gary Bettman ’                                Harold Max
                                                                         President                Company
 Commissioner                                    Messmer ’0
                                                                         NYSE Group
 National Hockey                                 Chairman and Chief                               Thomas Tisch ’
 League                                          Executive Officer       Michael Roth             Managing Partner
                                                 Robert Half Interna-    (LL.M. ’)              FLF Associates
 William Comfort Jr.                             tional                  Chairman and Chief
 (LL.M.’)                                                              Executive Officer        Marc Turtletaub ’0
 Former Chairman                                 )gies’ $0              The Interpublic          Partner/Producer
                         Peter Guber ’
 Citicorp Venture                                billion                 Group of Companies       Big Beach Films
                         (LL.M. ’)
 Florence Davis ’      Producer, Chairman
                                                                                                  Anthony Welters ’
 President               and Chief Executive
                                                                                                  President and Chief
 The Starr Foundation    Officer
                                                                                                  Executive Officer
                         Mandalay
                                                                                                  AmeriChoice Corpo-
                         Entertainment
                                                 Sara Moss ’                                    ration
                                                 Executive Vice Presi-
                                                 dent, General Coun-
                                                 sel and Secretary
                                                                         Brian Schorr ’
                                                 Estee Lauder
                                                                         Executive Vice
                                                                         President and
                                                 Kenneth Munoz ’
                                                                         General Counsel
 Laurie Ferber, ’0                              Principal
                                                                         Triarc Companies,
 Managing Director                               Sports Capital
                         Dennis Hersch ’0                               Inc.
 Goldman, Sachs                                  Partners                                         John Wilcox
                         Global Chair of Merg-
 and Co.                                                                 John Shaw ’            (LL.M. ’1)
                         ers and Acquisitions    Ethan Orlinsky ’
                                                                         President                Senior Vice President
                         J. P. Morgan Chase      Senior Vice President
                                                                         St. Louis Rams           and Head of Corpo-
                         and Co.                 and General Counsel
                                                                                                  rate Governance
                                                 Major League
                         Scott Hoffman ’                                                        TIAA-CREF
                                                 Baseball
                         Managing Director
                                                                                                  John White ’
                         Lazard Freres and       Marc Platt ’
                                                                                                  Director of the
                         Co.                     President/Producer
                                                                                                  Division of Corpora-
                                                 Marc Platt Produc-
 Michael Fuchs ’1       Richard Levy ’                                                         tion Finance
                                                 tions
 Former Chairman         Chief Operating                                                          Securities and Ex-
 and Chief Executive     Officer and General                                                      change Commission
                                                 Gregory Racz ’        Lewis Steinberg ’
 Officer                 Counsel                 President and Chief     (LL.M ’)               Mark Wilf ’
 HBO                     International Cre-      Operating Officer       Managing Director,       President
                         ative Management        Octavian Advisors       Investment Banking       Minnesota Vikings
                                                                         UBS Securities
                                                                                                                         1




At the Top
Evan Chesler still uses what he learned in
Van Hall’s classrooms on a daily basis.
 As the presiding partner of Cravath
 Swaine & Moore, Evan Chesler ’75 is the
                                                NYU,” says Chesler. “It’s how I learned
                                                to think like a lawyer, and to analyze
                                                                                                Taking
 public face of one of the nation’s leading     problems and deconstruct like a lawyer.”        Stock of
 law firms. Only the second litigator in            Chesler is an active alumnus and            China
 the firm’s 188-year history to be selected     the founder and chairman of the Lawyer          Winston Wen Yan
 for this position, Chesler splits his time     Alumni Mentoring Program for NYU                Ma (MCJ ‘98) has
 between managing the firm and handling         undergraduates interested in becoming           a rather unique
 antitrust, intellectual property and com-      lawyers. He strongly believes that all          resume: he has
 mercial cases.                                 lawyers should get the richest possible         worked as an invest-
      A partner since 1982, and former          grounding in legal theory, no matter what       ment banker and as
 head of the 215-lawyer litigation depart-      specialty they plan to pursue. While in         a capital markets
                                                                                                attorney in both the
 ment, Chesler believes that the seeds of       law school, for example, the future litigator
                                                                                                U.S. and his native
 his success were planted long ago, as a        pursued an unusually wide array of classes,     China. Recently, Ma,
 law student at NYU. “Not a case goes by        enrolling in courses like Aviation Law and      a vice president at
 that I don’t think about my Evidence class     International Economic Transactions.            JP Morgan Chase,
 with Irving Younger,” says Chesler. He        “There are courses that you’ll need to           published a book,
 also still relies on the formative lessons     have on your agenda--Corporate Law,             capitalizing on his
 he learned in courses such as Andreas          Securities Law and Evidence,” says              singular perspective,
                                                                                                entitled Investing in
 Lowenfeld’s Conflict of Laws, which            Chesler, “but it’s essential to go beyond
                                                                                                China: New Opportu-
 still explores issues of judicial jurisdic-    those and take a broad range. Basically,
                                                                                                nities in a Transform-
 tion, international transactions and the       treat your legal education the same as a        ing Stock Market.
 acknowledgment of foreign judgments.           liberal arts one. NYU is a supermarket of
“I have a profound understanding of the         choices intended to develop a well-honed,
 law because of Younger, Lowenfeld and          analytical legal mind.”
For more information about business law
programs, please contact:

Hilary Peck
Associate Director
Lester Pollack Center for Law & Business
44 West 4th Street, KMC 9-51
New York, NY 10012-1126
Telephone: (212) 998-0302
Facsimile: (212) 995-4233
Email: hpeck@stern.nyu.edu

Lester Pollack Center for Law & Business
Web site: www.stern.nyu.edu/clb

				
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