In a recent case, the Securities & Exchange Commission's consent settlement with Citigroup was rejected by presiding Judge Rakoff of the Federal District Court in Manhattan, calling into question SEC's enforcement regime. What does this decision mean for SEC's normal preference of settling its cases without requiring defendants to admit wrong-doing? Who has ultimate responsibility for protecting investor interests and determining the appropriate regulatory enforcement regime? If the SEC is forced to bring more enforcement actions through litigation, will it ultimately bring fewer enforcement actions? On this previously recorded conference call, the speakers discussed these and other issues and took questions from callers. Featuring Prof. Stephen Bainbridge of UCLA School of Law; Prof. Jonathan Macey of Yale Law School; and Mr. Dean Reuter, Vice President and Director of Practice Groups at The Federalist Society, as the moderator.

Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank to promulgate Rule 14a-11 requiring public companies to include in their proxy statements director nominations proposed by certain shareholders. Soon thereafter, the Business Roundtable and the U.S. Chamber of Commerce sued the SEC, alleging that the Commission's adoption of Rule 14a-11 violated various provisions of federal law. The SEC voluntarily stayed the rule pending the outcome of the litigation. On July 20, 2011, the U.S. Court of Appeals for the D.C. Circuit held for the plaintiffs and vacated Rule 14a-11. On this previously recorded conference call, the speakers provided their analysis of the case, the impact of the decision on the SEC's rulemaking authority and the prospects for shareholder access and took questions from callers. Featuring Mr. Ted Allen of the Institutional Shareholders Services, Inc.; Prof. Stephen Bainbridge of UCLA School of Law; Prof. J. Robert Brown, Jr. of University of Denver Sturm College of Law; Hon. Eugene Scalia of Gibson, Dunn & Crutcher; and Prof. Robert T. Miller of Villanova University School of Law as the moderator.

The Federalist Society's Facutly Division hosted this panel on "The Sovereign Shareholder? Government Ownership and Corporate Law Post-Bailout" on Thursday, January 5, 2012, during the 14th Annual Faculty Conference. Speakers included Prof. Lynn Stout of UCLA School of Law; Prof. J.W. Verret of George Mason University School of Law; Prof. David Zaring of The Wharton School at the University of Pennsylvania; and Dean Donald Weidner of Florida State University College of Law as the moderator. Introduction by the Honorable Lee Liberman Otis, Senior Vice President & Faculty Division Director at the The Federalist Society.

The Madison Chapter of the Federalist Society for Law and Public Policy Studies hosted a discussion on November 14, 2011 at the Madison Club on the topic of "Rehabilitating Lochner: Defending Individual Rights Against Progressive Reform". Featuring: Prof. David Bernstein of George Mason University School of Law; Prof. Victoria Nourse of University of Wisconsin Law School; and Mr. David R.J. Stiennon of Stiennon & Stiennon as the moderator.