Bite-Sized Business Law

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

If you’ve sat on a corporate board, you already know just how painful even the most crucial board meetings can feel. During this episode, Robert Wolfe joins us to share his story of founding a company that not only promises to make board governance more efficient and effective but also to solve the overall problem of boredom in the boardroom. After building a background in entrepreneurship and advising boards in their processes, Wolfe and Edward Norton co-founded Zeck, a cloud-based software platform that is transforming board meetings as we know them. A start-up that empowers board members to engage meaningfully with necessary content, Zeck is reimagining board engagement in step with modern media. Learn about Robert’s motivation for fixing the board meeting, his insights on how Zeck can support board minuting and analytics, and everything the interface provides to create efficiencies. Join us today to hear all this and more.Key Points From This Episode:Welcome to Robert Wolfe, co-founder of Zeck: a cloud-based software platform transforming board meetings. An introduction to his work leading up to creating his startup: Moosejaw, Crowdrise, and more. The story of how his company was founded out of his own need. How Zeck is transforming the entire board meeting process.What the ultimate goal of the startup is and how it empowers board members. How Zeck is applying content to a new space. Robert’s partner: Edward Norton, with whom he also founded CrowdRise. Board minuting practice for shareholders and more.Everything that Zeck provides in order to create efficiencies.Why Robert advocates for having a board. His understanding of compliance and how he ended up providing the platform for the Boston Marathon and more.Why he maintains an unwavering belief in getting together in person.The throughline of the companies that he has founded. How Robert is revolutionizing corporate governance. Links Mentioned in Today’s Episode:Robert Wolfe on LinkedInZeckYahoo! Finance on ZeckFordham University School of Law Corporate Law Center

Litigation finance is a fast-growing industry that promises to level the playing field, promote access to justice, and serve as a new source of legal funding. In this episode, we welcome Aviva Will, President of Burford Capital, the leader in legal finance. To kick off our conversation, Aviva shares her journey, from graduating from Fordham Law to working at Cravath and Time Warner before taking the leap into the emerging field of litigation finance with Burford. She reflects on her role as President, balancing strategic leadership with the responsibilities of an industry-leading company. Next, Aviva dives into Burford’s unique business model, discusses the challenges that come with navigating the pace of the court system, and shares how Burford’s diverse portfolio allowed it to weather the pandemic. Aviva also outlines the essential questions Burford considers before investing in new clients, underscoring the company’s thoughtful approach. She addresses the debates over disclosure, regulation, and attorney independence. Finally, Aviva highlights Burford’s commitment to industry transparency and progress, discussing how she strives to move the industry forward with clearer standards and ethical practices. Thanks for tuning in!Key Points From This Episode:Welcome to Aviva Will, President of leading legal finance company: Burford Capital. Graduating from Fordham Law, clerking, working at Cravath and Time Warner, and joining Burford Capital. What motivated her to take the risk of working in the emergent field of litigation finance. How Aviva sees her role as president at Burford and what an average day looks like for her. An overview of Burford’s basic business model.The weight of responsibility the company carries as an industry leader.A more granular description of the world of legal finance.Navigating the challenge of the pace of the court system.What emerged for Burford during the pandemic and how this was supported by a diverse portfolio.Essential questions the company considers before investing in a new client.Why Burford’s case selection process is not affected by size.Considering the importance of staying aware of other aspects of the industry.The segmented nature of the industry. Unpacking the concept of disclosure and its end goal as well as regulation. Why Burford is committed to moving the industry in a particular direction. Launching The Equity Project in 2018: the motivation and inception of the program. Aviva’s belief that having a diversity of voices around the table leads to better decisions.Links Mentioned in Today’s Episode:Aviva Will at Burford CapitalBurford CapitalAviva Will on LinkedInThe Equity ProjectInternational Legal Finance AssociationFordham University School of Law Corporate Law Center

At a time when everyone is feeling the pinch of rising food prices, the largest grocery store merger in US history is looming on the horizon. Kroger and Albertsons are set to join forces in a $25 billion deal, but will the FTC be able to block it and if not, what will the deal mean for consumers? Will it exacerbate the rising cost of groceries, provide some relief, or simply go unnoticed? To help us unpack the significance of this merger and its implications for antitrust and competition law, we’re joined by Doni Bloomfield, an Associate Professor of Law at Fordham specializing in antitrust, intellectual property, and health law. From the parties’ debate about how to define the grocery market to concerns over higher food prices and reduced consumer choice, Doni explains the stakes involved. Our conversation also sheds light on the potential impact on grocery store employees, particularly those in unions whose bargaining power may be weakened if the two companies combine forces. Additionally, you’ll learn about the proposed divestiture plan, why past attempts like it have failed, and Doni’s take on price gouging allegations. Tune in to learn how this landmark merger could affect everything from the food on your table to employee wages, and why understanding the intricacies of antitrust law matters now more than ever!Key Points From This Episode:Doni’s past life as a journalist and what sparked his interest in becoming a lawyer.Fundamental principles of competition law and why we seek to regulate monopolies.Legal framework for mergers: how antitrust laws govern them to protect competition.The market definition debate and other red flags raised by the Kroger-Albertsons merger.Various parties challenging this merger (including the FTC) and what their positions are.Insight into the merger’s impact on employees and union negotiating tactics.Whether the merger could make food prices worse, better, or have no effect at all.An overview of the divestiture strategy in this context: can it work?How price gouging factors into this case and the role of COVID and global conflict.Weighing up the potential outcomes for consumers.Key lessons from recent mergers that are relevant in this instance.Links Mentioned in Today’s Episode:Doni BloomfieldDoni Bloomfield on XDoni Bloomfield on LinkedIn‘Competition and Risk’FTC vs Kroger-AlbertsonsFordham University School of Law Corporate Law Center

We often talk about how corporations affect society, but what about the way society impacts corporations? Shareholders, customers, and employees are increasingly leveraging social media to influence corporate behavior. During this episode, we are joined by Dr. Akshaya Kamalnath, who is an expert in this arena, referring to the phenomenon as Hashtag Capitalism. She teaches Business Law, Corporate Governance, and Corporate Insolvency in her capacity as an Associate Professor at the Australian University College of Law. Defining key concepts like retail investment and rational apathy, we consider the problem of collective action and two ways in which social media interacts with it. The conversation also explores the way in which consumers engage with companies and government today, and what this means for our economy. We also discuss the emergence of ‘finfluencers’, distinguishing between those making a positive impact and those who are not, and how this can be regulated with existing law. To close, Akshaya shares the themes of her upcoming book: corporations, technology, and the law. Tune in today to hear all this and more!Key Points From This Episode:The effect of corporations on society and vice versa.Defining retail investment, rational apathy, and the problem of collective action.Two ways in which social media influences retail engagement.  Unpacking the concept of ‘wireless investors’ and ‘finfluencers’. The nostalgic resurgence of GameStop and the David versus Goliath story that unfolded. Considering the shifting focus on social influence and whether or not this challenges Milton Friedman’s theory of shareholder wealth maximization. How companies are responding to social media pressures and how this is changing the nature of corporate governance. The evolving nature of how the public engages with companies, accountability, and government. Regulating ‘finfluencers’ with existing law and distinguishing between financial advice and storytelling. Incentivizing the voices prioritizing financial inclusion and financial literacy. What Akshaya is currently working on: a book about the intersection between corporations, technology, and the law. How she foresees the Hashtag Capitalism project unfolding.Links Mentioned in Today’s Episode:Dr Akshaya Kamalnath on LinkedInDr Akshaya Kamalnath on XCorporate Law AcademicANU LawGameStopFordham University School of Law Corporate Law Center

When the Supreme Court issued its highly anticipated opinion in the Purdue Pharma case this June, decades of bankruptcy practice was called into question. The Court’s opinion removed a potent shield from the Sackler family, owners of Purdue Pharma, who many believe caused the opioid crisis, and it also clarified the fundamental limits of bankruptcy law. Today, we take another look at this groundbreaking case and all its implications as we are joined again by Brook Gotberg and Richard Squire. After a quick recap of the history of the Sacklers and OxyContin, we take a closer look at third-party releases, why they came to be, and how the Sackers are considered third parties even while deeply entrenched in the company. Then we explore voting statistics and the role of consent in bankruptcy settlements, the aftereffects of the Bankruptcy Court confirming Purdue’s plan, the Supreme Court’s decision on the merits including how Section 1123(b)(6) and other bankruptcy laws were interpreted, and the arguments set forth in Justice Brett Kavanaugh’s dissent. We end with backdoor tort reform and try to understand the Supreme Court’s underlying agenda, and our guests detail possible legislative solutions as they share their visions of the future of bankruptcy law post Purdue Pharma.Key Points From This Episode:A brief history of the Sackler family, OxyContin and the opioid crisis in America, and Purdue Pharma’s bankruptcy filing. Understanding a third-party release; what it is and how it came about. How the Sacklers, founders and owners of Purdue Pharma, can still be considered third parties.   Voting statistics and the role of consent in the Purdue Pharma case.Why some bankruptcy plans are given the green light even after multiple creditor objections. The state of affairs after the Bankruptcy Court confirmed Purdue Pharma’s plan. Defining the central holding of the Supreme Court case handed down in June 2024.Unpacking Justice Kavanaugh’s dissent and the merits thereof. Exploring how Section 1123(b)(6) and other bankruptcy laws were interpreted in this case. The future of bankruptcy law after Purdue Pharma. Backdoor tort reform implications and the Supreme Court’s underlying agenda.  Whether bankruptcy is trying to colonize other areas of law. Possible legislative adjustments and solutions. Links Mentioned in Today’s Episode:Brook Gotberg at BYU LawBrook Gotberg on LinkedInBrook Gotberg on X Richard Squire at Fordham LawRichard Squire on LinkedIn ‘Harrington v. Purdue Pharma L.P.’ Purdue Pharma Associate Justice Brett M. Kavanaugh ‘Chapter 11 - Bankruptcy Basics’ Fordham University School of Law Corporate Law Center

Is the current corporate tax system fair, or does it enable companies to exploit legal loopholes while sidelining essential societal goals? Today, we continue our in-depth discussion on tax within the Environmental, Social, and Governance (ESG) space, delving into the intricacies of corporate tax with Seth Piken. Seth is tax counsel at Ropes & Gray, specializing in corporate and international tax law. In our conversation, we discuss the fairness of the current tax regime, examine whether it’s the best mechanism to drive ESG initiatives, and debate if ESG ratings should influence corporate tax rates. Explore the potential challenges posed by additional ESG-related taxes, the tension between ESG principles and the traditional goal of wealth maximization, and the effectiveness of the proposed ESG-tax framework in achieving its intended impact. Join us as we tackle the broader societal implications of higher corporate taxes, the complexities of fairly administering tax rates within an ESG framework, the global taxation system, and much more. Tune in now!Key Points From This Episode:Introducing our special guest and corporate tax law specialist, Seth Piken.A brief recap of the previous episode and its main takeaways surrounding tax. Seth shares his thoughts on companies exploiting legal tax loopholes.Background about the corporate tax regime and why companies should pay tax.Alternative ways of using the existing tax system to enhance the ESG space.Justifications for why corporations should not have to pay more tax.Seth explains why corporations sometimes pay lower taxes than expected. Uncover common misconceptions surrounding corporate tax rates. Find out why increasing tax will result in lower contributions to the ESG movement.The complexities of including corporate tax within the ESG rating system.Learn why Warren Buffet’s recent remarks regarding taxes were misleading. What Seth liked about the Missing T article, and the idea of including ESG within corporate tax.Links Mentioned in Today’s Episode:Seth A. PikenRopes & GrayEpisode 50 - The Missing T: Part I‘The Missing "T" in ESG’Danielle Chaim at Bar-Ilan UniversityGideon Parchomovsky at University of Pennsylvania Carey Law SchoolEpisode 30 - Adam Winkler on Corporations as PeopleWe the CorporationsBerkshire HathawayFordham University School of Law Corporate Law Center

The Environmental, Social, and Governance (ESG) movement is often hailed as one of the most transformative initiatives in modern corporate history. But are we overlooking a critical element that could redefine what it means to be a truly responsible corporation? In this episode, we explore an often-overlooked aspect of ESG—what the authors of a groundbreaking paper call the “missing T.” We are joined by Danielle Chaim, Assistant Professor at Bar-Ilan University, whose research focuses on the intersection of corporate governance and financial markets, and Gideon Parchomovsky, Professor of Law at the University of Pennsylvania Carey Law School, a leading expert in intellectual property and privacy law. Together, they unravel how corporate tax plays a pivotal role in shaping sustainable and equitable business practices. They discuss the growing trend of investors gravitating towards companies aligned with ESG principles and the ESG successes that corporations have achieved. Explore the blind spots within the ESG movement and how aggressive tax behaviors can significantly undermine the progress made by ESG initiatives. Gain insights into how corporations take advantage of legal tax avoidance strategies, why ESG rating agencies are partly to blame, the role of institutional investors, transparency, and more. Join us to discover the hidden complexities of ESG and how the “missing T” could be the key to truly sustainable business practices. Tune in now!Key Points From This Episode:What the ESG movement is and its rise in popularity among investors.How the dysfunctional nature of politics has driven ESG in business.Discover the biggest problem and flaw facing the ESG movement. Aggressive tax behavior and why corporations are not held accountable for it.Hear examples of the various tax loopholes that corporations leverage.Unpack the tax behavior trends of large and powerful corporations in recent years.Why the government still has a significant role to play in the ESG movement.Explore why partnerships between governments and corporations are vital.Uncover the mystery behind ESG rating agencies and their rating methodology.The relationships between high ESG ratings and aggressive tax behavior.Final takeaways and what can be done to fill the tax gap in the ESG framework.Links Mentioned in Today’s Episode:Danielle Chaim on LinkedInDanielle Chaim at Bar-Ilan University Gideon Parchomovsky at University of Pennsylvania Carey Law School‘The Missing "T" in ESG’‘ESG to hit $40tn by 2030 says Bloomberg’The Institute on Taxation and Economic Policy (ITEP)Fordham University School of Law Corporate Law Center