Bite-Sized Business Law

No one goes to law school to become a psychologist, yet every lawyer eventually faces deeply human questions. Why is my client making this decision? What do they really need from me? How will this advice land? In this episode of Bite-Sized Business Law, we explore how behavioral science can help answer those questions with guest Nitish Upadhyaya, Director of Behavioral Insights at Ropes & Gray. Nitish leads the firm’s award-winning Insights Lab, where he transforms insights from behavioral science and human-centered design into actionable legal strategies. In our conversation, Nitish shares why traditional legal tools often fall short of changing behavior and how understanding context, culture, and bias can lead to better outcomes. He challenges surface-level approaches to compliance, reframes what it means to “do the right thing,” and explains why open dialogue must be designed, not just encouraged. We also get a look at his innovative new course at Fordham, which brings behavioral insights to professionals across law and compliance by connecting academic rigor with real-world applications. To learn how a more human approach to law can lead to smarter, more sustainable decisions, don’t miss this episode!Key Points From This Episode:Nitish’s law background and his path to becoming Director of Behavioral Insights.An overview of the Insights Lab at Ropes & Gray and the specifics of their role.How they help clients balance compliance with risk management, growth, and innovation.The shift that Nitish has seen in how law schools incorporate teaching human behavior.How taking inspiration from other fields benefits the legal world.The term “culture of compliance” and how your environment impacts decision-making.Insights from behavioral science on how to motivate people to do the right thing.What it means to engage in open dialogue and how to create the mechanisms for it.Why encouraging junior team members to speak up matters and how it can drive real impact.Details on the course that Nitish is developing for Fordham Law School.How his course helps bridge the gap between academic insights and practical use.Insights on approaching human behavioral science in different global, cultural contexts.Why generative AI doesn’t diminish the value of understanding human behavior.Links Mentioned in Today’s Episode:Nitish UpadhyayaNitish Upadhyaya on LinkedIn Nitish's Podcast: Culture & Compliance ChroniclesDave Snowden on abductive reasoning and AI versus human capability (AC Ep 24)The Behavioral Code: The Hidden Ways the Law Makes Us Better or WorseAmy Martella on LinkedInFordham University School of Law Corporate Law Center

With each new administration, businesses brace for shifts in antitrust enforcement. What’s changing now, and what’s next? In this episode, we examine the current landscape and future trends. To break it all down, we’re joined by Stephen Fishbein, a leading trial lawyer and partner at A&O Shearman in New York City, who has tackled some of the biggest antitrust cases in recent history. As a case study, we examine the 2022 trial in which the Department of Justice (DoJ) sought to block the merger between Simon & Schuster and Penguin Random House, which at the time was the largest publishing company in the US and internationally. Stephen discusses his experience representing Simon & Schuster and its parent company, Paramount, and the factors that ultimately determined the outcome of the case. He breaks down key disputes, from how advances paid to authors affect competition to arguing what the market will look like in the future. We also discuss the interesting developments for Simon & Schuster after the deal was called off, the concept of commodifying a societal good, and what to expect when it comes to the new Trump administration’s approach to antitrust. For a fascinating look inside the publishing industry and the past, present, and future of antitrust, be sure to tune in!Key Points From This Episode:Some background on guest Stephen Fishbein and his career in antitrust.The attempted 2022 merger between Simon & Schuster and Penguin Random House.Stephen’s role representing Simon & Schuster and its parent company, Paramount.An overview of the publishing landscape and the “Big Five” publishing houses.Why the Department of Justice (DoJ) wanted to block this merger.Details of the Clayton Act and the role it plays in antitrust cases.The definition of monopsony and how it is relevant in this case.A breakdown of the central disputes of the case.The competitive role that advances paid to authors play in competition.Why defining the relevant market is critical to antitrust cases, and this one in particular.Asking what the market will look like in the future and why it was a key dispute in the case.The outcome of the case and why the decision was sealed for a time (and partially redacted).How the trial dealt with confidential information in the case.What happened to Simon & Schuster after the deal was called off.Insights into the concept of commodifying a societal good.What to expect from antitrust enforcement with the new Trump administration.Links Mentioned in Today’s Episode:Stephen FishbeinStephen Fishbein on LinkedInA&O ShearmanInside Insider Trading with Stephen FishbeinAmelia Martella on LinkedInRichard Squire on LinkedInFordham University School of Law Corporate Law Center

First, there was Brexit, now, there’s DExit. Is Delaware at risk of losing its status as the undisputed leader in general corporation law? Senate Bill 21 (SB21) has sparked a fierce debate: some see it as a major overhaul of Delaware’s legal framework, while others believe it’s a necessary fix to prevent companies from reincorporating elsewhere. Fordham Law professors Sean Griffith and Richard Squire explore the major changes that SB21 will usher in, their impact on both long-standing Delaware case law and recent cases like Tornetta v. Musk, the motivations behind SB21, and whether ultimately it will be as impactful as its proponents and detractors claim. Tune in now for a truly down-to-earth breakdown of SB21!Key Points From This Episode:How today’s case ties into the rejection of Elon Musk’s pay package in December 2024.An overview of major changes included in Senate Bill 21 (SB21).Unpacking the three key conflict transaction scenarios of SB21.Ways that Delaware case law is redefining what it means to be a controlling shareholder.How Tornetta v. Musk would come out under this paradigm.Important details of how SB21 deals with independence or disinterestedness.The power that judges still hold to find conflicts of interest in these cases.SB21 changes and their effect on the Delaware corporate law product.Reviewing Revlon transactions through the lens of SB21.Answering the question: Is the Delaware General Assembly caving to powerful insiders? The effect of the non-retroactivity provision in SB21.Comparisons with notable examples of famous legislative reversals in Delaware law.Links Mentioned in Today’s Episode:Sean GriffithSean Griffith on LinkedInRichard SquireRichard Squire on LinkedInVox Shareholders and Still No Payday for Musk: Tornetta Round TwoAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

Investors hold a special place in American hearts. Even those who invest in law-breaking firms are treated as victims rather than actors who may bear some responsibility for the harm those firms cause. Is it time to change this perspective? And if so, what are the risks and benefits inherent in such a seachange? Today, we are joined by Associate Professor of Law at Emory School of Law, Andrew Jennings, whose latest paper, ‘Criminal Investors’, serves as the basis for our discussion. Hear Andrew unpack his latest article on the culpability of investors in law-breaking firms, including why investors are perceived as blameless in America, how investing can enable crime, why prosecutors are apprehensive about charging investors, and the ins and outs of shareholder liability. We also examine the potential social costs of prosecuting investors for corporate misconduct, the role of knowledge and intent, how technology could change the landscape, and Andrew’s final thoughts on how society can ensure that corporate criminal behavior can be policed while protecting the vast majority of non-culpable investors.Key Points From This Episode: Introduction of Associate Professor of Law, Andrew Jennings and a description of his Business Scholarship Podcast.‘Criminal Investors’, a paper reassessing the culpability of investors in law-breaking firms.The prevailing assumptions we make about investors that prompted a series of articles by Andrew. How investing can enable crime, and why investors are rarely prosecuted in America.Diving deeper into shareholder liability while comparing direct and vicarious liability. Exploring investor liability and where knowledge and intent fit in.The potential costs of prosecuting investors for corporate misconduct.   How technology and AI could influence the future of investor prosecutions. Andrew’s take on whether investors are more or less likely to be prosecuted in the future.Links Mentioned in Today’s Episode:Andrew JenningsAndrew Jennings | Emory University School of LawAndrew Jennings on LinkedInAndrew Jennings on YouTube | Business Scholarship PodcastAndrew Jennings on X Andrew Jennings on Bluesky ‘Criminal Investors by Andrew Jennings’Fordham University School of Law Corporate Law Center

In this insightful discussion, Charles Griffin, Senior Vice President at Burford Capital, shares his journey from law school to leading efforts in legal finance. He explores the rising financial pressures in healthcare and the mounting legal claims providers face. Charles delves into the role of legal finance in navigating antitrust opportunities and the significant Blue Cross Blue Shield class action settlement. Learn how Burford advises its clients while upholding professional ethics and the future of healthcare litigation.

Business structures may seem like a modern invention, but their roots stretch back to ancient civilizations. In this episode, we explore the origins of trade and commerce with Barry Hawk, whose latest book, Family, Partnerships and Companies: From Assur to Amsterdam, uncovers how early societies shaped the way we do business today. In addition to being an author, Barry has had a long and successful career as an antitrust lawyer: he was a partner at Skadden for two decades, worked as the head of EU and International Antitrust Practice, and served as the former director of the Fordham Competition Law Institute. In our conversation, Barry outlines the nine pre-industrialized societies that he focuses on in his book and what we can learn from the way in which they conducted business. He unpacks theories on hunter-gatherer trading, Italy’s fascinating history of business, the role of the English and the Dutch in advancing joint stock companies, and what these societies can teach us about our modern economy. To hear the full scope of today’s conversation with Barry Hawk on the history of business, be sure to tune in!Key Points From This Episode:The inspiration behind Barry’s new book Family, Partnerships and Companies.An overview of what ancient business organizations would have looked like.The type of partnerships that were formed and why families were often relied upon.How environment and resources shaped hunter-gatherer behavior and trade.What historical evidence reveals about Mesopotamian society and their economy.Ways that ancient Greek and Egyptian societies are misunderstood.Why we look to Rome as the birthplace of business organizations.The history of joint stock companies and the rise of global trade.Why other societies didn’t follow the joint stock companies model.How understanding ancient business models can help us analyze modern society.Links Mentioned in Today’s Episode:Barry Hawk at FordhamBarry Hawk on LinkedInFamily, Partnerships and Companies‘Family, Partnerships and Companies’ AbstractFordham University School of Law Corporate Law Center

It wasn’t all that long ago that a woman on Wall Street was unheard of. However, through sheer determination and dwindling employee numbers after World War II, women began to make their mark on the trading hub of the world’s biggest economy. Paulina Bren has uncovered the real stories of women’s hard-fought battles to make a name for themselves on Wall Street, and she joins us today as an author, historian, and professor to unpack her fascinating new book, She-Wolves: The Untold History of Women on Wall Street. We begin with Paulina’s story and why she chose to write about women on Wall Street before exploring the first female entry into Wall Street, why feminism seems to fail in this space, the many scrupulous challenges women faced just to be recognized on Wall Street, and the similarities that exist between the first women who successfully navigated their entry into Wall Street. We end with the overarching dangers of undervaluing women and their opinions in the workplace, and Paulina explains what’s next for her in 2025. Tune in to hear the untold stories of trailblazing women on Wall Street, their battles for recognition, and the lessons we can learn from their perseverance and contributions to the financial world!Key Points From This Episode:Writer, historian, and professor, Paulina Bren walks us through her background story. Why she chose to write about Wall Street and, specifically, the women who fought to be there. How women found the courage to pursue finance in the World War II era. What we can learn from the story of Muriel “Mickey” Siebert. Insight into why feminism fails on Wall Street.Concrete barriers women had to overcome to find a place on Wall Street. Common traits between the pioneering women of Wall Street. Why Paulina omitted certain events from her book and why others were non-negotiable. Reasons women are still undervalued on Wall Street. Dangers of excluding women from high-level roles and decisions.Paulina’s plans for the future (and a memorable excerpt from She-Wolves).  Links Mentioned in Today’s Episode:Paulina BrenPaulina Bren at VassarPaulina Bren on LinkedInPaulina Bren on Instagram She-Wolves: The Untold History of Women on Wall Street The BarbizonThe Greengrocer and His TVMuriel "Mickie" Siebert: National Women’s History Museum Fordham University School of Law Corporate Law Center

It started with a simple question: Was the richest person in the world overpaid? While the Delaware Court of Chancery twice concluded yes — Elon Musk’s Tesla compensation package was indeed unreasonably large and flawed in its process — the debate continues as to whether the decision was faithful to Delaware’s governance processes or an affront to shareholder democracy. In today’s conversation, Amy Martella is joined by Fordham Law colleagues Sean Griffith and Richard Squire, and we begin by breaking down Musk’s Tesla compensation package and the two rulings issued by the Delaware Court of Chancery. We examine both rulings in more detail before ironing out the finer details of the latest Tesla shareholder ratification vote. Then, we assess the source of authority in corporations and how this power is structured, the judicial rules that corporations have to adhere to, the relationship between agency law and trust law, and the ins and outs of derivative suits and the shareholder power that comes with it. To end, we envision what may happen next as Musk appeals to the Delaware Supreme Court, how his actions and relation to President Trump may affect future verdicts, and inconsistencies in Delaware corporate law with suggestions for improving it. Key Points From This Episode:Revisiting Musk’s 2018 compensation package and the Delaware Court of Chancery’s initial ruling. What happened after the first ruling, and how we ended up with a second opinion affirming the initial ruling. Taking a closer look at the second ruling post-Tesla shareholder ratification. The fatal flaws of the ratification vote as seen by Chancellor Kathaleen McCormick.Unpacking the source and ladder of authority in corporations. How a corporate structure relates to the judiciary. Agency law, trust law, and the conclusions we can derive from their relationship. Derivative suits, and whether the power that shareholders currently have should be curtailed. What we think will happen next, and how Musk’s behavior may influence his way forward. The ramifications of his role as President Trump’s advisor.Reexamining Delaware corporate law and possible ways to improve it. Links Mentioned in Today’s Episode:Sean GriffithSean Griffith on LinkedInRichard SquireRichard Squire on LinkedIn Tornetta v. Musk second opinionTornetta v. Musk first opinion‘Saints and Sinners: How Does Delaware Corporate Law Work?’ ‘Corwin, et al. v. KKR Financial Holdings LLC., et al.’Amelia Martella on LinkedInFordham University School of Law Corporate Law Center

Not all investors hail from a similar origin. From retail to institutional investors, each category is defined by specific characteristics like investment knowledge and the size of their trades. Today, we explore a rising class reshaping the stock market: wireless investors. Joining us is Christina Sautter, the law professor who coined the term. Based at SMU Dedman School of Law, Christina’s work spans corporate governance, M&A, and tech-driven investing. She’s also a founding director of the Center for Retail Investors and Corporate Inclusion. Christina reveals how wireless investors, who are tech-savvy and community-driven, challenge traditional market dynamics. She addresses concerns about risky behaviors and explains why the media’s portrayal may not tell the full story. Christina also highlights the untapped potential of SEC Rule 14a-17 shareholder e-forums, the critical need for financial literacy – a driving force behind the Center for Retail Investors and Corporate Inclusion – and the role of AI in the future of investing. For a deep dive into the world of wireless investors, be sure to tune in to this fascinating conversation with expert Christina Sautter!Key Points From This Episode:An overview of traditional barriers to investing in the stock market.The definition of wireless investors and the diverse demographics that make up this group.Critical factors that contribute to social norms around shareholder voting behavior.The complexity of disclosures and how they prevent shareholders from being informed.How the pandemic and online communities brought wireless investors into the market.Key takeaways from Christina’s article ‘Wireless Investors & Apathy Obsolescence’.Unpacking the power that wireless investors have to move the direction of a company.Media reporting on risky wireless investor behavior and what they tend to get wrong.The importance of financial literacy and having an infrastructure that supports fact-checking.Top benefits of SEC Rule 14a-17, the shareholder e-forum rule.The mission behind the Center for Retail Investors and Corporate Inclusion.Christina’s hopes and concerns for how AI will impact investors.A sneak peek at what Christina is working on, including an upcoming book called Wireless Investors.Links Mentioned in Today’s Episode:Christina SautterChristina Sautter on LinkedInCenter for Retail Investors and Corporate Inclusionr/WallStreetBets‘Wireless Investors & Apathy Obsolescence’‘Corporate Governance Through Social Media’‘The Corporate Forum’Fordham University School of Law Corporate Law Center

How did our laws evolve to allow corporate spending on elections and who were the players driving the effort to deregulate campaign finance? In this episode, we are joined by Ann Southworth, professor of law at UC Irvine School of Law and co-director of the Center for Empirical Research on the Legal Profession. Her latest book, Big Money Unleashed: The Campaign to Deregulate Election Spending, unpacks the legal, political, and social forces behind the deregulation of campaign finance. Through the lens of her book, we explore how legal scholars, advocacy groups, lawyers, judges, and political leaders orchestrated a decades-long effort to reframe money as speech and dismantle regulations on campaign spending. We discuss the key players and role of conservative legal networks in the political landscape and examine the impact of landmark cases like Citizens United on the electoral system. Join us for an expert perspective on the machinery that redefined campaign finance and the broader implications for society with Professor Ann Southworth.Key Points From This Episode:Research on conservative legal movements that inspired Big Money Unleashed.The influence of scholars and advocacy groups in shaping American legal doctrine.How money was framed as speech under the First Amendment.Professor Southworth’s data on some differences between challengers and reformers.Mitch McConnell’s leadership in challenging campaign finance laws.How deregulation advocacy groups modeled their strategies on NAACP litigation tactics.Liberal allies in the campaign against regulating election spending. Shifts in Supreme Court doctrine with Citizens United and other cases.The rise of dark money and its impact on election transparency and public trust.Insights on whether certain campaign finance deregulation methods are being used to push other legal agendas.Why public opinion on campaign finance remains a rare point of bipartisan agreement.Links Mentioned in Today’s Episode:Professor Ann SouthworthBig Money Unleashed: The Campaign to Deregulate Election SpendingLawyers of the Right: Professionalizing the Conservative CoalitionCenter for Empirical Research on the Legal Profession (CERLP)American Civil Liberties Union (ACLU)Buckley v. ValeoCitizens United v. FECFordham University School of Law Corporate Law Center