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Our cover subject, Winston Ma (M.C.J. ’98), exemplifies the new global businessman. As you will learn when you read the fascinating profile written by Duff MacDonald, Ma had never been outside of China before he came to NYU to study at the age of 24 in what was then the new Hauser Global Law School Program. He has spent the last 15 years building on his NYU Law degree, creating a stellar global investment banking résumé that has enabled him to become a managing director of China’s $480 billion sovereign wealth fund. We were thrilled to have him back at Washington Square last winter to give the keynote at the annual Hauser dinner.

International issues have transformed the study of commercial law and bankruptcy as well, as writer Larry Reibstein makes clear in “Signature Issues in Commercial Law and Bankruptcy.” He engages with the dozen members of our faculty who specialize in this field as they examine questions about how to structure laws and contracts to enable the flow of sales between businesses and consumers, in both the traditional and online marketplaces, domestically and globally. And just as importantly, these professors work to design the best way to handle the bankruptcy and reorganization of failing multinational corporations. Not only are billions of dollars at stake, but so are the livelihoods of hundreds of thousands of people around the world. In each issue of the Law School magazine since I became dean in 2002, we have featured an area of law in which I am confident a peer review would say we take the lead among the top law schools; I am proud to add commercial law and bankruptcy to the lengthy list.

In such an interconnected global business community, ethics become even more critical to maintaining a well-functioning marketplace. The Law School magazine invited 10 professors and alumni who work as corporate counsel, prosecutors, and regulators to tussle over why corporate fraud appears to be rising, and how to turn the tide. Their lively discussion is transcribed and edited in “Cops and Robbers: The Corporate Edition.”

It is wonderful to work with an outstanding faculty that never ceases to amaze me with all that they accomplish. This year, not only did one of the nation’s leading capital defenders, our own Professor Bryan Stevenson, convince the Supreme Court to strike down mandatory life sentences without parole for juveniles, but the preeminent expert in China law, Professor Jerome Cohen, helped the U.S. State Department defuse a diplomatic crisis by bringing self-taught Chinese lawyer Chen Guangcheng to the Law School. Read more about our faculty in Faculty Focus. Also, Professor Vicki Been ’83, faculty director of the Furman Center for Real Estate and Urban Policy, who, as most of you know, is my wife, helped steer her center to earn a $1 million “institutional genius” award from the MacArthur Foundation.

To this impressive group we add three terrific new fulltime faculty members: Adam Samaha, a top constitutional law expert from the University of Chicago; Alan Sykes, a leading international trade expert from Stanford; and David Kamin ’09, a spectacular entry-level appointment who most recently worked at the White House as special assistant to the president for economic policy. We are also excited to welcome Intisar Rabb, who has a joint appointment between the Faculty of Arts and Science and the Law School; she is an authority on Islamic and comparative law. I’m thrilled by the arrival of these new colleagues.

As you spend time with this issue, I am confident you will see why NYU School of Law is such a vibrant, enterprising, and collegial institution. It is a great privilege to be at the helm!

Silkenat’s impending presidency caps off more than three decades of leadership within the ABA. In the 1970s, the organization invited Silkenat to join its first delegation to China, and he served as chair of the China Law Committee. He went on to chair the ABA’s Section of International Law, Section Officers Conference, and Standing Committees on Membership and Constitution and Bylaws. Silkenat also sat on the Board of Governors and its Executive Committee and the ABA’s diversity commission, which has provided scholarships totaling more than $3 million to minority law students, as well as the ABA’s Commission on Women in the Profession. For those and other efforts, he received the New York City Bar Association’s Diversity Champion Award in 2009. Among Silkenat’s priorities as president are improving legal education as well as tackling immigration, the death penalty, election reform, and gun violence. “There has been lots of talk among lawyers on those issues but not necessarily real agreement,” he says. “I’m hoping lawyers can provide more information for the public and for the rest of the legal profession, and maybe we can come up with some better answers.”

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The chief justice invoked the value of interacting with students from a multiplicity of countries. “You must be aware that there are still great differences in societies in the East and the West, how they are politically organized, how their peoples behave, what their cultural values are, what their religious beliefs are,” said Chan. “Some of these differences may not be bridgeable, however hard those who want to convert the world to their own values may try. My hope is that [you] will bring that experience to bear when you are in a position to become ambassadors of your home countries in dealing with the rest of the world.”

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Molly Crawford, a senior attorney with the Division of Privacy and Identity Protection at the FTC, described the “Do Not Track” option for consumers. This option, recommended by the FTC, would need to be universally implemented and easy to use. “What we want to see is privacy that is baked in, part of the process, that is not an afterthought,” she said.

However, Randal Milch ’85, executive vice president and general counsel of Verizon, warned that legislation might not be quite so easy to implement. “Attempts to legislate in this area are very freighted with the inability to keep up with technology,” he said. He also argued that part of the difficulty with creating privacy legislation is that the generation creating privacy laws is not the generation most commonly using new technologies. “We try to lock these kids into a regime based on old fogies’ views of what’s private and what’s not private,” he said.

Other panelists included Valerie Caproni, former general counsel to the FBI and currently vice president and deputy general counsel of Northrop Grumman Corporation, and ACLU staff attorney Catherine Crump.

Caproni described herself as “the token jack-booted thug for the purpose of this discussion,” arguing that the use of GPS tracking by the police and the FBI is not a violation of Fourth Amendment rights. “When you’re out on the public street, you do not have a reasonable expectation of privacy, because you can be seen by the public eye,” she said. According to Caproni, GPS location tracking accomplishes the same goal that 24-hour surveillance by several FBI teams would accomplish, just with much more efficient use of manpower.

Crump emphasized the importance of taking into account the fast-changing nature of technology, whether in consumer privacy regulation or criminal justice legislation. “If you had said in 1984 that in 25 years every American would carry a tracking device, you would have been dismissed as crazy. Someone would have handed you a tinfoil hat, or you would have concluded that the Soviets had won the Cold War,” she said. “But that’s the reality that we live in today.”

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It has been 25 years since he got his foot in the door of the prestigious law firm, best known for its mergers and acquisitions practice, and he never did leave. Katz has been earning his paycheck, too: American Lawyer named Katz a dealmaker of the year in 2005 for his representation of Sanofi-Synthelabo in its $68 billion acquisition of Aventis. Last year he was again named an American Lawyer dealmaker of the year and Who’s Who Legal mergers and acquisitions lawyer of the year—for the fourth time in a row—both for representing natural gas provider El Paso in its $37.4 billion acquisition by rival Kinder Morgan that was announced last October. The combined entity is the largest operator of natural gas pipeline in the country, with more than 80,000 miles of pipe.

Although not the largest deal of Katz’s career, it was nevertheless the largest deal in the world in 2011. The most interesting thing about it: If it hadn’t happened, that would have been just fine with Katz and his client. Indeed, the alternative—a taxfree spin-off of El Paso’s gas exploration and production business to shareholders— was already in process. In the M&A world, that’s known as having a strong negotiating position. Katz smiles as he remembers El Paso’s stance from the very start: “It gave us the ability to say, ‘Look, you can negotiate with us and give us the price we want, or we will just go on our merry way.’”

A little background: In February 2011, Kinder Morgan successfully completed the largest-ever initial public offering for a private equity–backed company, raising a $2.9 billion war chest. It was looking to do a deal, and El Paso was in its sights.

Meanwhile, El Paso was minding its own business. In May 2011, the company announced a plan to separate into two companies—the pipeline business as well as the tax-free spin-off of the company’s E&P business. The idea was to give shareholders the choice of whether they wanted to own the two different businesses or to sell their shares of either. That August, El Paso filed a registration statement for the spin-off with the Securities and Exchange Commission. The next day, Kinder made an unsolicited offer of $25.50 per share for El Paso—a 35 percent premium to El Paso’s closing price.

At that point, Katz and his partners at Wachtell, Lipton became a crucial part of the discussions. (The six key members of Katz’s Wachtell team included tax partner Jodi Schwartz (LL.M. ’87).)

“The role of the corporate lawyer has changed quite a bit over the last 20 years,” says Katz from his corner office on the 27th floor of the CBS building. The room is literally stuffed to capacity with deal toys as well as a growing number of awards and framed news articles. He has carved space behind his desk, however, for two signed Peanuts comic strips. “We’re much more involved in the business aspects of a deal in addition to the legal aspects,” he continues. “And there are a lot of business issues. How do you get the best price? What strategy do you use? How do you counter other bids? Are they going to go hostile or not? You end up holding hands with a lot of different people.”

At the end of the day, however, there are really only two questions: Will the deal get done? And on what terms? Katz says the job of the deal lawyer is to help the client achieve as much certainty as it can on both fronts—certainty of value and certainty of consummation. Katz used the alternative of the spin-off as leverage in getting as much certainty of consummation as he could possibly get. And he got a lot.

“It would have been harder if they’d come knocking right after we’d announced the spin-off, but we’d been at it for several months,” he says. “We had an alternative we could pursue unilaterally.”

The biggest risk? Financing the deal. “We were not prepared to let them proceed without having an agreement that they would get the financing done,” says Katz. It proved a non-issue, as Barclays eventually provided $11.5 billion in financing.

Given the size of the combined companies, there was also potential for antitrust issues. Facing Kinder counsel Thomas Roberts of Weil, Gotshal & Manges across the negotiating table, Katz obtained what is known as a hell or high water provision that ensured Kinder Morgan would do what was necessary for regulatory authorities to approve the deal.

El Paso sought a so-called standstill agreement that would have precluded Kinder Morgan from going hostile had negotiations faltered. The Kinder team balked but eventually agreed to limited due diligence so as to expedite negotiations over price.

After weeks of back-and-forth, agreement was reached on October 16 for a deal at $25.91 per El Paso share, plus a sweetener of warrants that brought the total to $26.87, a 37 percent premium to El Paso’s share price at the time. The deal finally closed on May 24, 2012.

“A mistake people frequently make is to draw lines in the sand when they don’t really have an answer as to how to bridge a gap,” Katz says. “We had a gap in value. And the parties were pretty set on what each side was going to accept. But nobody knew exactly what the warrant was going to be worth over time, so it allowed us to bridge the gap.”

As luck, or deft lawyering, would have it, Kinder Morgan’s stock price has moved up since signing, making the warrants much more valuable.

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Kenji Yoshino, Chief Just ice Earl Warren Professor of Constitutional Law, introduced the justice to the enthusiastic crowd as �a self-described and proud Nuyorican� and �an early and awesome achiever.� Sotomayor, however, said in her address, �Nothing in my childhood hinted to me that I would be in a position someday to stand on this field and speak to such a large crowd.�

Continuing in this personal vein, Sotomayor reflected on the simultaneous feelings she was experiencing�humility, excitement, challenge, gratitude, and engagement�and drew parallels between her own life and the lives of those graduating. She also spoke of her deep affection for New York City. �Having been a part of the fabric of this city, you will always carry its energy inside you,� she said. �And the city will challenge you to do big things, to accomplish as much as you can, to work at bettering the world in every way you know how.�

Sotomayor urged graduates to embrace challenge and the attendant fear: �Being a little frightened, as I have been taking every step in my life, including becoming a Supreme Court justice, is natural and unavoidable. But being hopeful and remaining open to the joy of a new experience can counterbalance that anxiety and help you meet each new challenge.�

Her ultimate message was of service to others: �Neither your life nor the world you live in just happens. You control the quality of your lives and your communities. It is only in giving to others that you can find meaning and satisfaction in what you do.�

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Class Gift committee co-chairs Gerardo Gomez Galvis ’12, Elana Wilf ’12 (both pictured above), and Catherine Karayan (LL.M. ’12) presented a $125,000 check to Board of Trustees Chair Anthony Welters ’77. They recruited a record 36 new alumni to become Weinfeld Fellows. As junior members of NYU Law’s most prestigious giving society, Weinfeld Fellows are alumni who have graduated in the past decade and contribute $1,000 or more to the Law School annually.

“It’s a testament to the class and to the school that so many people wanted to join,” said Wilf. “It is a lot of money, especially given the economy, but it really shows our support of NYU.”

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At its 35th anniversary celebration this spring, One to World, a cultural exchange organization, gave Garbus a Fulbright Award for Global Leadership. In his inspiring acceptance speech, Garbus described a long-ago “small act” he performed when he was a member of the Fair Trial Committee for Chilean Political Prisoners, and the impact he later learned he had made. Here is an edited excerpt:

In September 1973, Salvatore Allende was killed, and in December, Augusto Pinochet put 12 prominent defendants who supported Allende on trial, including General Alberto Bachelet. Pinochet claimed these were open trials, but no one, including the media, could get in.

I would get up at four in the morning and work my way through the people and the blockade. In court, the military hovered over me. After a few more days, the Chilean government left me alone. In the enormous courtroom I was the only outsider, and the defense lawyers and I were the only civilians.

I saw Bachelet, spoke to him, spent some time with him each day before court started, before and after lunch, and during the breaks. When the defendants went back to the barracks, they were beaten and tortured. They had not seen their families since they were arrested.

Bachelet asked me to deliver his last words to his daughter, and I did. Bachelet’s wife, Angela Jeria, and his 21-year-old daughter Michelle were also arrested and tortured.

The guilty verdict came down a few days later. After weeks in Chile, I left feeling awful. The genocide continued. What I did felt meaningless. Bachelet, 51 years old, died in prison on March 12, 1974.

Michelle Bachelet, after a lifetime of politics, became president of Chile in 2006, totally committed to the punishment of Pinochet and his men.

Several weeks ago, a former New York Times reporter met Michelle Bachelet, who now runs the United Nations Women’s Agency, and called to tell me what he learned. She told him of the enormous significance to her of my coming to the trials. She saw two things in my presence in the courtroom: a commitment from people outside of the United States government to reach in and help even if the government would not do it, and that someone had pierced the Pinochet killing machine. The Pinochet regime was four months old and was seemingly less impregnable. This helped teach her, at 21, of the power of the smallest resistance. Small acts can become extremely significant.

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With an English degree from Harvard, Alger entered the two-year investment-banking program at Goldman Sachs. Business school was the traditional next step, but banking had been such a culture shock to her that she instead decided on NYU Law. “Law school seemed like the liberal arts major’s alternative,” she says.

But shortly after Alger became an associate for Wilmer Cutler Pickering Hale and Dorr in 2007, the global economy cascaded into full crisis and she felt its effects in her proximity. The firm transferred her from its corporate group to bankruptcy, and around her there were layoffs and hiring and salary freezes. She found a refuge in writing. Mining material from the collapse around her and her personal insight into families in the money management business, Alger began work on The Darlings, her debut novel, which was published this year.

Set contemporaneously, the book tells the story of the Darling family, a wealthy New York City clan that exists in the rarefied air of Manhattan’s Upper East Side where, even during the financial crisis, charity balls, private schools, and billion-dollar real estate deals are the order of the day. The gilded cocoon crashes down around them over Thanksgiving weekend 2008, when patriarch Carter Darling finds himself, and his family, about to lose everything in the wake of a massive Bernard Madoff–like financial scandal.

“There was a lot of nonfiction that came out relatively quickly, that I thought was wonderfully written but fell short of getting into the kind of human backstory behind what was going on,” she says of other books analyzing the Madoff scandal. “I was more curious about the families and how it affected them.”

Alger’s professional background may have provided the knowledge necessary to write a dramatic thriller set against the complex world of banking transactions and SEC investigations, but it was her first-year Lawyering course that taught her how to put words on the page.

The first paper she submitted to her professor, Doni Gewirtzman, came back covered in red and with a B-minus. Alger was shocked. Gewirtzman guessed that she had been an English major in college. Alger recollects, “He said to me, ‘Ugh, you English majors put so many adjectives in front of everything.’”

Alger says making the switch from descriptive to economical writing was painful at first but essential to her work as a writer, which since 2010 has become her full-time career. “I learned in that class how to streamline my thoughts and not default to language that’s just pretty,” she says. “My mom still tells me, ‘You would never have been able to be a novelist if you hadn’t gone to law school, where you learned how to write.’”

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