Bite-Sized Business Law

AI is already reshaping legal work, but not in the way most people expect. In this episode of Bite-Sized Business Law, we speak with Francisco Morales Barrón, an M&A partner at Vinson & Elkins and member of the firm’s AI Task Force, about how he is actively using AI in high-stakes dealmaking rather than simply theorizing about its future. The conversation begins with how Francisco responded to early caution within his firm by taking the lead on exploring AI while also teaching a law school course on generative AI in corporate law. He highlights how these tools allow lawyers to go deeper into their work, not just get things done faster, while reinforcing the need for careful human review. As the discussion unfolds, Francisco explores the broader implications for the legal profession. He shares his perspective on potential displacement of lawyers, as well as the surprising opportunities created by AI, before breaking down the pressure AI puts on traditional law firm economics and how firm structures may evolve. The episode also covers ethical duties, client expectations, and how to rethink training for young lawyers in the age of AI. Tune in for Francisco’s firsthand insights on how AI is changing M&A from the inside out!Key Points From This Episode:An introduction to Francisco Morales Barrón and his work in AI and M&A.How Francisco joined his company’s AI task force and what his work entails.Their pilot program for different AI tools, and how they chose to fully deploy Harvey.Details on how Francisco is using AI tools for specific aspects of his work in M&A.The importance of human review despite improving AI capabilities.How AI enables deeper analysis across contracts and deal materials.Unpacking how AI could displace lawyers while also creating new opportunities.Shifting attitudes among law students and younger lawyers.Ongoing experimentation with AI tools and why firms remain in pilot mode.Ethical duties and client expectations when using AI in legal work.How AI challenges traditional billing models and law firm economics.Concerns about training junior lawyers in an AI-driven environment.Rethinking training: moving toward an apprenticeship model with more direct mentorship.Tasks likely to be automated versus skills that remain human-driven.Links Mentioned in Today’s Episode:Francisco Morales Barrón on LinkedInHarveyOpinion 512 | American Bar Association (ABA)Unreasonable HospitalityFordham University School of Law Corporate Law Center

The New York Commercial Division has become a premier forum for resolving complex business disputes at the center of the world’s financial capital. Today we speak with James Catterson, a partner at Pillsbury Winthrop and former associate justice of the Appellate Division, First Department, who also served as a trial judge and now sits on the Commercial Division Advisory Council. Learn why the Commercial Division was created to keep high-value corporate disputes in New York and how federal-level developments contributed to that migration. Jim sheds light on the Commercial Division assignment criteria, the distinctions between practicing in the Commercial Division and in federal district courts, and how the court ultimately benefits both litigants and the state of New York. Jim also discusses the role of the Advisory Council, current issues facing the Commercial Division, and Jim’s perspective on growing competition among states for business courts. Listeners will come away with a clearer understanding of how the Commercial Division operates and what litigators, in-house counsel, and business leaders should know about this influential forum, along with Jim’s practical advice for young lawyers.Key Points From This Episode:An introduction to our guest, James Catterson, partner at Pillsbury Winthrop.From the trial bench to years on the Appellate Division, First Department, and now the Commercial Division Advisory Committee.Jim sheds light on the migration of commercial issues away from the Southern District of New York to the New York State Commercial Division. How developments at the federal level contributed to that migration.Jim outlines the New York Commercial Division and the criteria for assignment.How appeals get from the Commercial Division to the Appellate Division.The big distinctions between practicing in the Commercial Division vs the federal district courts.He sheds light on how much of his practice emanates from the Commercial Division.How the Commercial Division benefits both litigants and the state of New York. Jim explains how the Delaware Chancery Court has streamlined their operations.The selection process for Commercial Division judges. How appellate division judges are appointed. Jim talks about the Commercial Division’s advisory council and its mission.The push to advocate for more judgeships.Jim shares his thoughts on Dexit and the competition among states for business courts.His advice to recent graduates and young lawyers interested in business law.Links Mentioned in Today’s Episode:James CattersonJames Catterson on LinkedInThe New York Commercial DivisionCommercial Division Advisory CouncilAppellate Division, First Judicial DepartmentJudith KayeDelaware Court of ChanceryFordham University School of Law Corporate Law Center

Can constitutional democracy survive the age of AI, or are we handing over governance to systems the law was never built to handle? In this episode of Bite-Sized Business Law Podcast, host Amy Martella sits down with Margaret Hu, Davison Douglas Professor of Law and Director of the Digital Democracy Lab at William & Mary Law School, to explore the intersection of AI and constitutional law. Margaret shares her journey from the Civil Rights Division post-9/11 to becoming one of the first scholars in AI law, as well as the release of her groundbreaking textbook on AI Law and Policy. She explains why AI is not just a technology but a potential competing constitutional force, and why legal frameworks must return to the first principles of democracy, rights, and accountability to prevent a move toward unconstitutional governance. They also delve into the EU AI Act, state-led regulatory efforts, the gaps in the U.S legal framework, the Anthropic-Pentagon controversy, and the risks of allowing national security to override constitutional checks and balances. Tune in to learn why building rights-first AI frameworks is essential to protecting democracy with Margaret Hu.Key Points From This Episode:Margaret’s background in civil rights and how it led her interest and eventual scholarship in AI and algorithmic decision-making.Why AI governance cannot be separated from data privacy, surveillance, and cybersecurity.The decade-long push behind Margaret’s groundbreaking textbook: AI Law and Policy.Learn why AI is not just a technology, but a potential competing governance force.Explore why AI legal frameworks should be built from first principles rooted in democracy.Discover how AI could weaken America’s constitution. Unpack the debate between sector-specific AI rules and horizontal AI laws in general.Hear what the EU AI Act gets right, where it falls short, and how the U.S is borrowing from it.Why Margaret is skeptical about anthropomorphizing AI.Understand the common misconceptions around regulation and its impact on innovation.The Pentagon-Anthropic issue and what it shows about AI, military contracts, and power.She shares her outlook for AI laws and regulations under the current administration.Advice for young lawyers on navigating an increasingly AI-shaped legal future.Links Mentioned in Today’s Episode:Margaret HuMargaret Hu on LinkedInAI Law and PolicyWilliam & Mary Law SchoolFordham University School of Law Corporate Law Center

Today, the long-running legal battle over Elon Musk’s Tesla pay package reaches its final chapter. In this episode of Bite-Sized Business Law, Amy Martella is joined by Richard Squire, Professor of Business Law at Fordham and faculty director of the Corporate Law Center, to unpack two pivotal Delaware Supreme Court decisions: ‘Tornetta v. Musk’ and ‘Rutledge v. Clearway Energy Group LLC’. Together, these cases bring the Musk saga to a close while reshaping the broader landscape of Delaware corporate law. The conversation begins with the Chancery Court ruling in ‘Tornetta’ that struck down Musk’s multibillion-dollar pay package and the failed attempt to reinstate it through a second shareholder vote. Richard explains how on appeal, the Delaware Supreme Court took a narrower path, focusing on the remedy sought by plaintiffs rather than the breach of fiduciary duties, ultimately restoring the pay package while awarding only nominal damages. From there, the discussion turns to ‘Rutledge’ and the constitutional challenge to Delaware’s controversial SB21 legislation. The episode explores how the Court upheld the law, what it means for controlling shareholders, and how both decisions reflect the legal and political forces shaping Delaware’s role as the leading jurisdiction for corporate law. Listen in for a clear breakdown of these intertwined cases and what they mean for corporate governance going forward!Key Points From This Episode:‘Tornetta v. Musk’ and the final chapter of the Musk pay package saga.A breakdown of Musk’s Tesla pay package and its extreme performance targets.Why the Chancery Court struck down the package for fiduciary breaches.Explanation of rescission and what it means to rescind an agreement.The second shareholder vote and attempt to ratify the pay package.Why the Chancery Court rejected the second vote as ineffective.How the case reached the Delaware Supreme Court on appeal.The Court’s focus on the remedy sought by the plaintiff.Why rescission was deemed impossible after years of Musk’s work.Outcome: Musk keeps the pay package with only nominal damages awarded.How SB21 created safe harbors for controlling shareholders.‘Rutledge v. Clearway Energy Group LLC’ and its challenge to SB21.Why the Supreme Court upheld SB21 as fully constitutional.How political and economic pressures shape Delaware’s decisions.Insights on SB21’s ambiguity and its broader impact on Delaware law.Reflections on the outcome and questions about fairness and shareholder benefit.Links Mentioned in Today’s Episode:Richard SquireRichard Squire on LinkedInTornetta v. Musk (Supreme Court)Tornetta v. Musk (Chancery Opinion II)Tornetta v. Musk (Chancery Opinion I)Rutledge v. Clearway Energy Group LLCFordham University School of Law Corporate Law Center

Nevada is pushing towards establishing a dedicated business court, and today on the Bite-Sized Business Law Podcast, we welcome law professor and Nevada expert Benjamin Edwards to discuss this new system. You’ll hear all about the structure of the business court in Nevada, what the election cycle looks like, a note on the Nevada Supreme Court Commission, the process of passing a constitutional amendment in Nevada, and so much more! We delve into what makes Nevada’s court system so unique and how it compares to Delaware’s court system before discussing the business judgment rule and how Nevada and Texas differ. Benjamin dispels misunderstandings about Nevada being too business-friendly and then touches on the biggest challenge the state is facing in trying to get this system off the ground. Finally, we talk about why Benjamin sees competition amongst business courts as a good thing. Thanks for listening! Key Points From This Episode:Welcoming Benjamin Edwards to the show. The existing structure of the business court in Nevada. Benjamin explains the election cycle for Nevada judges. The new Nevada Supreme Court Commission and what it does. What passing a constitutional amendment looks like for Nevada. How Nevada’s court differs from the courts in Delaware and Texas. Misunderstanding about Nevada being too business-friendly.The biggest challenge Nevada faces in getting this system off the ground. Benjamin’s thoughts on competition amongst all of the business courts.Links Mentioned in Today’s Episode:Benjamin EdwardsBenjamin Edwards on LinkedInGuzman v. JohnsonFordham University School of Law Corporate Law Center

The Delaware Court of Chancery has never been a hotter topic than it is right now, and today’s guest is on a mission to share the work of the Chancery with the public. Lauren Pringle, editor-in-chief of The Chancery Daily, discusses what her paper does as the premiere legal publication covering the Delaware court system. Lauren and her staff demystify what’s happening in the courts in a way that the general public can digest. In this conversation, you’ll hear all about Lauren’s unusual career path, her decision to join The Chancery Daily, how the paper operates, and so much more. We delve into the drama the paper got swept into during the SB 21 debate, including the fallout from Lauren’s personal testimony, before discussing the concept of equity and why it’s currently under fire. Lauren even shares her thoughts on why Delaware incorporations had a banner year despite the rise of competing business courts in other states. Finally, our guest speaks on the superior expertise, efficiency, and integrity of the Delaware Chancery Court. Thanks for tuning in! Key Points From This Episode:Welcoming The Chancery Daily’s Lauren Pringle to the show. Lauren tells us about her background and unique law school experience. How she ended up at The Chancery Daily and what their mission is. Why they report everything of interest and focus on accuracy over speed. The role the paper played in the SB 21 drama and the fallout from Lauren’s personal testimony. Lauren tells us about why equity is coming under fire at the moment. Thoughts on how Delaware incorporations had such a good year despite fears of “DExit.” The unparalleled expertise, efficiency, and integrity of the Chancery Court. Links Mentioned in Today’s Episode:Lauren Pringle on LinkedInThe Chancery DailyThe Chancery Daily February 17, 2026 Edition‘What Makes the Delaware Court of Chancery Unique’ Delaware SB 21‘An Update on DExit, from the Corporate Census’Fordham University School of Law Corporate Law Center

What happens when one of the world’s largest asset managers decides to hand its proxy voting recommendations process to a robot? In this episode, Michael Levin, corporate governance expert and host of The Shareholder Primacy Podcast, unpacks JPMorgan Asset Management’s decision to stop using renowned proxy advisory firms ISS and Glass Lewis and instead rely on its in-house AI platform, Proxy IQ. Michael explains what proxy advisory firms do, why they are important, and why they face growing criticism from issuers and politicians. He unpacks how trends like ESG backlash, indexing, and “rational apathy” have reshaped institutional voting. Michael also explores what an AI-driven proxy system might do well, where it could fall short, and what this shift could mean for corporate governance and ordinary investors who depend on institutional stewardship. Join the conversation to find out what JPMorgan’s experiment means for the future of proxy advice and what is at stake for investors. Tune in now!Key Points From This Episode:What proxy advisory firms actually do and why they work closely with large asset managers. Learn how ISS and Glass Lewis became influential public companies.Hear about the common criticisms of proxy advisory firms and their one-size-fits-all policies.Assess the costs of proxy advisors for smaller investors and the possible conflicts of interest.How ISS and Glass Lewis recommended Tesla shareholders vote on Elon Musk's compensation package.Unpack Jamie Dimon’s “incompetent” comment about proxy advisory firms. Why JPMorgan Asset Management decided to stop using ISS and Glass Lewis.Understand why proxy firms are currently receiving significant criticism and pushback. Discover how an AI system could apply internal processes and data for voting decisions.Michael’s outlook for proxy advisory firms and whether they will be replaced by AI.The risks associated with institutions' disengagement from voting and stewardship processes.Find out what the current trends mean for retail investors and why Michael still recommends low-cost diversified funds.Links Mentioned in Today’s Episode:Michael LevinMichael Levin on LinkedInThe Shareholder Primacy PodcastInstitutional Shareholder Services (ISS)Glass Lewis Egan-JonesJPMorgan Asset ManagementFordham University School of Law Corporate Law Center

Who should be trusted to govern the most powerful relationships in the economy: markets, managers, or courts? During this conversation, we are joined by two legal scholars, Zohar Goshen and Tomer Stein, whose newest article focuses on the role of specialized corporate courts. Their shared insight is that corporate relationships are inherently incomplete, and no contract can anticipate every future conflict. This is why states establish business courts: to enforce fiduciary duties and resolve disputes, while enabling efficient risk-taking. But something else is at work here: gatekeeping claims and claim dismissal. Join us as we unpack the unique role of specialized business courts, stepping in where shareholder governance ends. We also discuss the Business Judgment Rule, the Delaware Supreme Court’s decision in Tornetta v. Musk, and more!Key Points From This Episode:An introduction to our guests and what sparked their shared focus on specialized corporate courts.Two reasons for any state to establish a corporate court.Why a corporate relationship can be thought of as an incomplete contract. How a specialized business court holds unique authority as a third-party participant.Why shareholders should handle mismanagement on their own, and courts should handle self-dealing cases.The Business Judgment Rule establishes whether shareholders or courts should intervene.Why different specialized courts are necessary. Safeguards to protect too much power being concentrated in the hands of managers. Whether or not federal preemption is likely or beneficial.Thoughts on Delaware Supreme Court decision in Tornetta v. Musk. Links Mentioned in Today’s Episode:Zohar GoshenZohar Goshen on LinkedInZohar Goshen on XTomer SteinTomer Stein on LinkedInTomer Stein on X Leaving Delaware? The Essential Role of Specialized Corporate CourtsFordham University School of Law Corporate Law Center

Billions of dollars are flowing into a new tax strategy known as ETF swap funds, which critics say allow the ultra-wealthy to avoid capital gains tax, legally. The strategy has drawn attention from lawmakers and some academics for testing the limits of existing tax law. In this episode of Bite-Sized Business Law, host Amy Martella speaks with Jeffrey Colon, a professor at Fordham Law whose research focuses on tax and financial law. Jeff is the author of the forthcoming DePaul Law Review article, ‘The Black Hole of Capital Gains: ETF Swap Funds’, examining how ETF swap funds exploit long-standing provisions of the tax code. The conversation begins with a clear explanation of why ETFs are often more tax-efficient than mutual funds. Jeff then breaks down how Section 852(b)(6) allows ETFs to distribute appreciated securities without triggering tax at the fund level, and how techniques like heartbeat trades magnify that benefit. From there, he explains the rise of Section 351 swap funds, which allow investors with highly appreciated stock to diversify while deferring capital gains. Amy and Jeff close by discussing who benefits from these strategies, why they raise fairness concerns, and what recent proposals from Senator Ron Wyden could mean for future reform. Listen in for a comprehensive look at this consequential tax issue and the questions it raises going forward.Key Points From This Episode:Introducing Jeffrey Colon and his research focus.The billions of dollars flowing into ETF swap funds and why they have drawn scrutiny.How ETFs differ from mutual funds in structure and trading mechanics.Why ETFs are widely viewed as more tax-efficient than mutual funds.Section 852(b)(6) and how it provides an advantage to ETFs.How heartbeat trades move gains out of ETFs without triggering tax.The rise of tax-motivated ETFs over the past year and a half.What Section 351 swap funds are and how they operate.Using swap funds to diversify appreciated stock without selling.Why these strategies primarily benefit ultra-wealthy investors.Concerns about fairness and turning income tax into a consumption tax.Senator Ron Wyden and his proposed legislative responses.IRS limits and why congressional action may be required.Risks to the tax system if ETF swap funds continue to expand.Links Mentioned in Today’s Episode:Jeff ColonJeff Colon on LinkedIn‘The Black Hole of Capital Gains: ETF Swap Funds’Ron WydenFordham University School of Law Corporate Law Center

Corporate statements about race have become commonplace, yet they often deliver far less than they promise. In this episode of Bite-Sized Business Law, host Amy Martella speaks with Atinuke Adediran, Professor of Law at Fordham Law School, about her book Disclosureland: How Corporate Words Constrain Racial Progress. Drawing on research at the intersection of business, law, and society, Professor Adediran examines how corporate disclosures shape public understanding of racial inequality, and how companies frequently treat public statements as a stand-in for real action. The conversation addresses the surge of corporate commitments following the murder of George Floyd in 2020, when companies rapidly issued public statements on racial equity after years of relative silence. Professor Adediran introduces the idea of race-conscious image construction, explaining how companies use these statements to build reputations that benefit them, even when meaningful follow-through is limited. The episode also explores the growing pattern of companies revising or removing earlier commitments amid political and legal pressure, a process Professor Adediran calls race-conscious retraction. She closes by explaining why racial progress cannot rely on corporate speech alone and why stronger oversight and accountability remain essential. Listen to the full conversation for a clear, timely examination of how corporate words can shape and limit racial progress.Key Points From This Episode:What inspired Disclosureland and Professor Adediran’s research into the inauthenticity of corporate language and its impact on racial progress.An overview of the wave of corporate statements after George Floyd’s murder.Examining how rare public disclosures about race were before 2020.The kinds of racial commitments companies began making during this period.Why companies turned to disclosure as a response to public and employee pressure.Defining “race-conscious image construction” and its role in corporate reputation.How racial disclosures can boost reputation without actually changing internal practices.The problem of pledges made without context, history, or measurable grounding.How companies use past statements to block shareholder audits and scrutiny.Introducing “race-conscious retraction” and what it looks like in practice.Political and legal pressures driving companies to revise or erase commitments.How empty commitments and later retraction actively constrain racial progress.Why federal government involvement is essential for accountability and racial progress.Links Mentioned in Today’s Episode:Atinuke AdediranAtinuke Adediran on LinkedInAtinuke Adediran | Fordham Law SchoolDisclosureland: How Corporate Words Constrain Racial ProgressAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

What happens when corporations start to look and act more like states, including jumping into political debates and providing services that we traditionally expect from government? Matteo Gatti, professor of business law at Rutgers Law School, unpacks his new book, Corporate Power and the Politics of Change, the culmination of years studying how business decisions interact with democratic institutions and social movements. Matteo discusses the history of the corporation from early state-serving charters and infrastructure projects to today’s corporate responsibility debates and culture wars. Matteo introduces his concept of “corporate governing” and explains how corporate speech and corporate action now interact with politics and social movements. The conversation also delves into the incentives and risks for companies that enter into socio-political advocacy, the democratic and institutional costs of relying on corporations to fill public gaps, and why standard corporate governance tools are a poor fit for public governance. Join the conversation to find out what lies ahead for the corporate landscape and what corporate power looks like when companies start acting like countries. Tune in now!Key Points From This Episode:How Professor Gatti became interested in the intersection of corporate power and politics. The evolution of corporations and the role they played in providing public functions.Hear how a shift in expectations caused companies to engage with socio-economic issues.Learn what “corporate governing” is and the interplay between corporations and government.Key drivers behind the rise in corporate advocacy and the cost of remaining silent.What changes in politics have created a backlash against corporate responsibility.Explore whether corporate governance is good for democracy and public governance.Unpack the undemocratic nature of corporate decision-making and its impact on politics.Why government solutions are more general, stable, and durable than corporate initiatives.His critique of leveraging tools from corporate governance for solving socio-economic issues.Lessons about the importance of authenticity, stakeholder expectations, and political risk.Professor Gatti’s future outlook and his proposals for revitalizing public governance.Links Mentioned in Today’s Episode:Professor Matteo Gatti Professor Matteo Gatti on LinkedInCorporate Power and the Politics of ChangeEuropean Corporate Governance Institute (ECGI)Fordham University School of Law Corporate Law Center

Effective regulation is essential for cryptocurrency to develop successfully! Today, we are joined by New York State’s first Superintendent of Financial Services and the CEO of the Lawsky Group, Benjamin Lawsky, to discuss how the regulatory landscape has evolved since the early days of crypto and where he sees Bitcoin heading next. Tuning in, you’ll hear all about Benjamin’s interesting career, how it led him to where he is today, his initial reaction to the concept of the BitLicense, how the regulations were written, and more. We delve into what the BitLicense is and why it’s important before discussing state versus federal regulation and how regulation has become more challenging over time. Benjamin even tells us how he keeps up with an industry that evolves so quickly. Finally, our guest tells us how he sees crypto evolving in the near future. To hear all this and be inspired to always say yes in the early stages of your career, be sure to press play now!Key Points From This Episode:An introduction to today’s guest, Benjamin Lawsky, and an overview of his career. He tells us what he was doing when the idea of a BitLicense arose and his involvement. What the BitLicense is, what it does, and the process of writing the regulations. How the stakes have risen for regulation over time, and state vs. federal regulation. Benjamin explains how he bridges the expertise void in crypto as a regulator. Why he loves working with students and the power of always saying yes. How Benjamin sees cryptocurrency evolving in the near future. He shares his advice for young lawyers who are interested in this space. Links Mentioned in Today’s Episode:Benjamin Lawsky on LinkedInBenjamin Lawsky in XThe Lawsky GroupNYDIGAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

What does it actually look like when law students become the primary lawyers for real-world startups and mission-driven businesses? In this episode, host Amelia Martella goes behind the scenes of the Entrepreneurial Law Clinic at Fordham Law School to explore how experiential learning prepares students for high-stakes corporate practice while serving New York’s entrepreneurial community. Amelia sits down with Professor Katherine Hughes, director of the Entrepreneurial Law Clinic, and clinic students Kathryn Berman and Liam Keane, who are all currently working with real founders on real legal problems. Together, they delve into what a law clinic is, how the Entrepreneurial Law Clinic differs from traditional litigation-focused offerings, and how corporate and transactional work can be leveraged as a powerful pro bono tool to support low-income and mission-driven organizations. They also explore real-world examples, common startup pitfalls, how the clinic manages client expectations, and Professor Hughes’ approach to supervising students. Join the conversation to hear how the Entrepreneurial Law Clinic is shaping future big-law associates and expanding access to legal support for small businesses. Tune in now!Key Points From This Episode:Discover what a law clinic is and how it supports the entrepreneurial community. The Entrepreneurial Law Clinic (ELC) at Fordham and what sets it apart from other clinics. Kathryn and Liam share what drew them to the ELC and how the experience is structured. Example of how the ELC is helping an entrepreneur to overcome the typical startup pitfalls.Hear about the common challenges and hurdles of working with entrepreneurs and startups.Learn about the expected time horizons and how transitioning students is handled. Professor Hughes’ approach to teaching students and working with entrepreneurs.How clients are selected and vetted through cold emails, legal services, and incubators.What Professor Hughes finds most rewarding about her pro-bono work and corporate law. Find out what motivates Professor Hughes and how students benefit from law clinics. Kathryn and Liam’s biggest takeaways from their time working with Professor Hughes.Links Mentioned in Today’s Episode:Katherine Hughes on LinkedInKathryn Berman on LinkedInLiam Keane on LinkedInLincoln Square Legal Services Inc.Fordham University | Entrepreneurial Law Clinic (ELC)FrameShareCommunitas VenturesAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

The rise and fall of FTX remains one of the most shocking financial scandals in modern history, and the story is far from over. In this special live episode of Bite-Sized Business Law, host Amy Martella moderates a discussion on FTX, fraud, and the fight for redemption, examining what Sam Bankman-Fried’s ongoing appeal could mean for his legacy and for crypto itself. Joining the panel are Richard Squire, Fordham Law professor and bankruptcy expert; Jennifer Taub, Wayne State Law professor and author on white-collar crime; and Jonathan Jones, Emmy Award-winning investigative journalist with The Center for Investigative Reporting. Together, they revisit how a single tweet triggered FTX’s collapse, the governance failures that let it happen, and the overlapping bankruptcy and criminal cases that followed. The panel then unpacks Bankman-Fried’s appeal, including claims of judicial bias, mishandled evidence, and a defense arguing he acted in good faith, believing no one would lose money in the long term. Closing with lessons for investors, lawyers, and regulators alike, the conversation explores whether redemption is possible when trust and billions of dollars have been “lost.” Tune in for a sharp, timely look at the legal and moral fallout of the FTX saga.Key Points From This Episode:Jonathan’s reporting on Bankman-Fried and what prompted his investigations.How and why FTX entered bankruptcy under the guidance of Sullivan & Cromwell.An outline of Bankman-Fried’s indictment, trial, and 25-year sentence.Understanding the overlap between FTX’s bankruptcy and criminal case.How to distinguish ordinary Chapter 11 filings from bankruptcies spurred by criminal activity.Details of Bankman-Fried’s appeal, including claims of judicial bias and excluded evidence.Unpacking whether prosecutors moved too fast before bankruptcy losses were known.A breakdown of the “good faith” defense: Bankman-Fried’s claim he meant no harm.Examining Sullivan & Cromwell’s dual role at FTX and potential conflicts of interest.Debating whether this could have been a governance scandal rather than criminal fraud.Crypto asset valuations and repayment timing in a bankruptcy case.The costs of bankruptcy and who profits when companies collapse.Lessons from FTX: buyer beware, demand oversight, and don’t invest based on the vibe.Audience Q&A: exploring political influence and crypto’s regulatory future.Links Mentioned in Today’s Episode:Richard SquireRichard Squire on LinkedInJonathan JonesJonathan Jones on LinkedInJennifer TaubJennifer Taub at Wayne State LawJennifer Taub on LinkedIn‘FTX’d: Conflicting Public and Private Interests in Chapter 11’The Dual StateThe Secret Story of FTX's Rise and Ruin Part I, Reveal PodcastThe Secret Story of FTX's Rise and Ruin, Part IIAmelia Martella on LinkedIn

Should we still be referring to corporate directors and officers as fiduciaries? During this episode, we challenge one of the bedrock assumptions of corporate law: that corporate officers and directors act as fiduciaries. Turns out they don’t, according to today’s guest. Their decisions, protected by the business judgment rule, made with limited liability and free to contract around, reflect something closer to discretion than duty. Marc Steinberg, the Rupert and Lilian Radford Chair in Law at SMU Dedman School of Law, proposes replacing the term “corporate fiduciaries” with “corporate discretionaries.” Why does it matter? Marc’s new book, Discretionaries Not Fiduciaries, explains why and shares a wealth of knowledge about the relationship between labels and standards in our legal system today. Key Points From This Episode:What inspired Marc to write his latest book, published with Oxford University Press.The history of the term “fiduciary” and why director standards have become so relaxed. How exculpation statutes were born and what they necessitate.Why a higher degree of misconduct is required to hold a director liable for gross negligence than to convict someone of criminal negligence in Delaware. What led Marc to start using the word ‘discretionaries’ and how he hopes it will be used.The implications of this label shift.Why the current legislation is so permissive and why this is a problem.How the SB21 saga has reinforced his views.The business judgment rule and the neutrality of AI board members.Other examples of where we are mislabeling concepts in the law.Links Mentioned in Today’s Episode:Marc SteinbergMarc Steinberg on LinkedInMarc Steinberg Google ScholarCorporate Director and Officer LiabilityRethinking Securities LawAmerican Book FestMarc Steinberg BooksFordham University School of Law Corporate Law Center

Challenging the long-established bedrock of U.S. financial regulation, a proposed rule change to shift public companies from mandatory quarterly reporting to a semiannual schedule has reignited a critical debate over corporate efficiency, investor demands, and the core philosophy of corporate governance. Is this the end of quarterly reporting? Joining host Amy Martella once again is James (Jim) Park, professor of law and the director of community quality and justice at UCLA Law School. In his previous appearance, they discussed his book The Valuation Treadmill. Today, he returns to share insights on President Trump’s suggestion to shift away from quarterly reporting and what it means for corporate America. He unpacks the SEC rules that mandate reporting, breaks down the proposal—including how President Trump came to support it—and explores the key arguments from its supporters. They also discuss the potential benefits and drawbacks, why the SEC should consider retail investors’ perspectives, and how reporting practices in other countries compare to the U.S. For more on the shift away from quarterly reporting, including whether moving from four reports to two is truly significant, and Jim’s take on what the Trump administration might gain, be sure to listen in!Key Points From This Episode:Jim unpacks quarterly reporting and the rule and/or regulation that requires it.Breaking down quarterly reports: earnings, projections, and forecasts.Jim’s insights on what changed the appetite for annual reporting.The ins and outs of President Trump's new proposal and how he got the idea.Proposal supporters and the argument for why it should go through.Potential benefits to investors under a reduced reporting model.The drawbacks and challenges critics are highlighting. Jim’s thoughts on why the SEC should consider listening to retail investor arguments.Is the move from four to two times a year really that meaningful?How other countries handle reporting: transparency, information, and stakeholders.What’s in it, politically, for the Trump administration: reducing the role of government with respect to regulation.Links Mentioned in Today’s Episode:James (Jim) Park on LinkedInThe Valuation TreadmillU.S. Securities and Exchange Commission (SEC)Paul AtkinsPresident Donald J. Trump on XSecurities Exchange Act of 1934Amelia Martella on LinkedInFordham University School of Law Corporate Law Center

Index funds may seem like a no-brainer today, but they were once dismissed as boring and even reckless. In this episode of Bite-Sized Business Law, host Amy Martella is joined by Robin Wigglesworth, global financial correspondent for the Financial Times, where he serves as the editor of Alphaville, and author of Trillions, to trace the unlikely rise of passive investing and what its future holds. Robin recounts how renegade academics and innovators built the first index funds, challenged Wall Street orthodoxy, and sparked a quiet revolution that democratized investing. He brings to life colorful characters like Jack Bogle and Mac McQuown, whose stubborn determination made indexing mainstream. The conversation then turns to today’s challenges, from the explosion of ETFs to the concentration of corporate power among the “Big Three” asset managers. Robin also shares his views on ESG, shareholder activism, and the risks of over-financialization. He offers a preview of his upcoming book, The Greatest Show on Earth, which explores the overlooked but powerful history of the bond market. Listen in for a fascinating journey through the past, present, and future of investing!Key Points From This Episode:Some background on Robin and how he became a financial reporter.Why he wrote Trillions and how index funds became “the water” of investing.The first index funds and the academics who proved that active managers underperform.How figures like Mac McQuown and Jack Bogle made indexing mainstream.The role of Boston, Chicago, and San Francisco in the indexing story.Personal reflections on Jack Bogle: his drive, and his complicated legacy.Today’s indexing challenges: ETF proliferation and the blurred line between active and passive.Concerns about power concentration among Vanguard, BlackRock, and State Street.The debate over ESG, shareholder activism, and symbolic divestment.Why index funds still beat most active managers in the long run.Human nature and why many investors still choose active management.An overview of Warren Buffett and his lasting legacy.Robin’s thoughts on AI, systematic strategies, and the future of markets.A sneak peek at Robin’s next book, The Greatest Show on Earth, on the 1,000-year history of the bond market.Links Mentioned in Today’s Episode:Robin WigglesworthRobin Wigglesworth on LinkedInTrillionsThe Greatest Show on EarthFinancial Times | AlphavilleFordham University School of Law Corporate Law Center

If you thought $56 billion was a big payday for Elon Musk, you won’t believe the new proposal: $1 trillion. What does that type of incentive package even look like and how will shareholders and the public react to the largest CEO payday in history? Ann Lipton, Laurence W. DeMuth Chair of Business Law at the University of Colorado Law School, breaks down Tesla’s unprecedented $1 trillion pay package, starting with the backstory of Musk’s 2018 $56 billion compensation plan, the Delaware litigation that rescinded it, and the board’s recent move to grant him 96 million shares as a hedge against losing on appeal. We then turn to the new $1 trillion incentive plan, which ties Musk’s payout to ambitious milestones, from doubling Tesla’s market cap to delivering 20 million vehicles, selling millions of robotaxis, and expanding full self-driving subscriptions. We explore shareholder approval dynamics, board independence questions, and why the plan is designed to guarantee Musk 25% voting power. Learn how this landmark deal could transform Tesla and set new precedents for executive pay across all American corporations.Key Points From This Episode:Musk’s 2018 $56B compensation plan, why it was struck down in Delaware, and where it currently stands.The board’s decision to grant Musk 96 million shares in case he loses the Delaware Supreme Court appeal.How Texas law makes shareholder lawsuits against Tesla nearly impossible.Tesla’s new $1 trillion, 10-year incentive plan and the milestones tied to Musk’s payout.Why reaching milestones early matters for Musk, as early wins allow shares to vest sooner.The plan’s lack of requirements for Musk’s time commitment, despite his other ventures.How the board is using financial incentives to keep Musk focused on Tesla.Why shareholder approval is expected to pass and how it could give Musk 25% voting power.Questions raised about board independence and the special committee’s role.The consequences of Tesla’s reliance on Musk’s vision to sustain its market value.Key financial and tax advantages for Tesla if they win in Delaware.Details of the Delaware Supreme Court oral arguments scheduled for October via livestream.Links Mentioned in Today’s Episode:Ann LiptonAnn Lipton on LinkedInAnn Lipton on BlueskyAnn Lipton BlogShareholder Primacy PodcastDelaware Judicial Courts | Live StreamFordham University School of Law Corporate Law Center

It’s been 15 years since the Dodd-Frank Act reshaped financial regulation in the aftermath of the 2008 financial crisis. Among its most impactful legacies are its whistleblower protections.  Joining us to explore this topic is Dave Jochnowitz, a Partner at Outten & Golden and the Co-Chair of the firm’s Whistleblower and Retaliation Practice group. He is a frequent writer, speaker, and contributor to the Whistleblower community. During this conversation, we trace the evolution of whistleblower laws from early protections to the False Claims Act, the Dodd-Frank SCC Whistleblower program, and examine how legal safeguards have expanded and been challenged over time. We also discuss what the future may hold for whistleblowers under this administration’s shifting political priorities. Join us as we dissect the history, current realities, and future of whistleblowing and retaliation, with a focus on how those who speak up continue to be protected.Key Points From This Episode:An introduction to how the Dodd-Frank Act reshaped financial regulation and its enduring legacies.Partner at Outten & Golden, Dave Jochnowitz, speaks to his history with the whistleblower community. Where whistleblowing deviates from employment law.The industries where whistleblowing is most prevalent.Whistleblowing and whistleblower protection history in the United States and beyond.How the SEC Whistleblower program took a different approach and why this was beneficial.Legal requirements for tips. Why there is omnipartisan support for whistleblowing.Thoughts on DOJ lawyer Erez Reuveni’s misconduct.The difference between whistleblowing and promoting a culture of suspicion. How the District Court distinguishes between when the government intervenes and when it does not. Whistleblowing and retaliation in the age of AI. Links Mentioned in Today’s Episode:Dave Jochnowitz on LinkedInOutten & Golden on LinkedInOutten & GoldenFordham University School of Law Corporate Law Center

Should profit be part of the calculation in developing safe AI? The future of artificial general intelligence (“AGI”) hinges on how well we balance innovation with safety. In this episode, Tyler Whitmer, founder, president, and CEO of Legal Advocates for Safe Science and Technology (LASST), talks about his work to protect OpenAI’s original mission to ensure AGI is safe and benefits all of humanity. Drawing on his background as a commercial litigator and nonprofit leader, Tyler explains why OpenAI’s unique corporate structure was designed to safeguard against profit motives and how a proposed restructuring could weaken those protections. He outlines the legal and ethical risks of shifting control away from the nonprofit, the coalition effort that led to an open letter to California and Delaware attorneys general, and what changes are still needed to keep mission ahead of money. The conversation also explores broader concerns about the democratization of harmful technologies, the role of legal advocacy in tech safety, and advice for lawyers who want to work in this critical space. Listen in for a timely look at the intersection between law, technology, and the public interest!Key Points From This Episode:Tyler’s path from partner at Quinn Emanuel to nonprofit AI safety advocate.The founding of LASST to address potential catastrophic tech risks through legal advocacy.How LASST uses litigation tracking and amicus briefs to influence court decisions.OpenAI’s charitable mission as a 501(c)(3) to ensure AGI is safe and benefits all of humanity.An outline of the concerns over OpenAI’s shift from mission-focused to profit-driven goals.What makes OpenAI’s original nonprofit-over-for-profit structure so unique.Details of the proposed restructuring and its potential mission risks.A breakdown of the open letter urging AGs to protect OpenAI’s charitable mission.Unpacking legal concerns for restructuring under California law and Delaware fiduciary duty.How OpenAI has revised its plans and the remaining questions on control and safeguards.Risks of removing investor return caps, including weakening mission enforceability.Tyler’s optimism about AI’s benefits, alongside concerns over its potential for grave harm.Advice for young lawyers entering the evolving AI and legal landscape.Links Mentioned in Today’s Episode:Tyler WhitmerTyler Whitmer on LinkedInLegal Advocates for Safe Science and Technology (LASST)EncodeEncode Amicus Brief'Not for Private Gain: An Open Letter to OpenAI' | April 2025'Not for Private Gain: An Open Letter to OpenAI Update' | May 2025Fordham University School of Law Corporate Law Center

What happens when a high-stakes legal case collides with tragedy, headlines, and the film industry? In this episode of Bite-Sized Business Law, Melina Spadone, General Counsel at Thomasville Pictures and lead counsel for the Alec Baldwin film Rust, shares how she was unexpectedly thrust into one of the most publicized lawsuits in recent memory following the accidental on-set shooting that killed cinematographer Halyna Hutchins and sparked national outrage. From managing fractured legal teams and negotiating settlements to handling crisis PR and even editing the film’s trailer, Melina recounts how her unconventional career path and ability to navigate complexity positioned her to lead with strategy and empathy. She reflects on the power of being underestimated, the value of trusting her instincts, and the unexpected ways that her background (from M&A law to parenting) prepared her for the moment. Tune in to find out how creative thinking, empathy, and fearless leadership helped navigate one of the most sensitive lawsuits in Hollywood, and why Melina believes every twist in her unconventional career led her exactly where she was meant to be!Key Points From This Episode:How Melina’s eclectic law school experience shaped her career philosophy.The case for being a jack of all trades and embracing unpredictability.Insight into the unexpected way Melina became lead counsel on the Rust case.Strategic leadership across litigation, OSHA, insurance, and PR in a crisis.Treating a movie as a distressed asset in legal negotiations.Honoring Halyna Hutchins through movie completion and awards consideration.Ways that Melina’s varied career experience and personal background prepared her for this case.Why being underestimated is a secret weapon.Lessons in self-trust, advocacy, and client-centered lawyering.Beyond the headlines: financing and completing Rust post-settlement.Thoughts on Trump’s proposed film tariffs.How AI and cost are shaping the future of independent film.Links Mentioned in Today’s Episode:Melina SpadoneThomasville PicturesRust TrailerRust on Amazon PrimeRust on Apple TVRoom to GrowThe Metropolitan OperaFordham FolliesFordham University School of Law Corporate Law Center

The U.S. just added another $5 trillion to its borrowing capacity, thanks to President Trump’s new bill. While this move may ease short-term pressure, it raises deeper questions about debt, inflation, and economic stability. In this episode we welcome back Richard Squire, Professor of Business Law at Fordham Law School and faculty director of the Corporate Law Center, to unpack the deeper implications of the “One Big Beautiful Bill Act”. We explore how the U.S. deficit ballooned to over 100% of GDP, and why that’s especially troubling in a country with considerably lower tax revenue than its peers. Richard explains the Federal Reserve’s evolving role in managing inflation, the politics of interest on bank reserves, and why Senator Ted Cruz’s proposal to stop those payments could trigger runaway inflation. From fiat currency to the hidden mechanics of debt monetization, Richard offers a sharp, accessible breakdown of the forces shaping America’s fiscal future. He also explains who stands to bear the costs. Tune in for an eye-opening look at the choices that will define the decades ahead.Key Points From This Episode:The “One Big Beautiful Bill Act”: How it will impact spending, taxes, and the deficit.How the US’s national debt compares to other developed countries.Why the US has an increasingly high deficit despite relatively low government spending.The role of low tax revenue in fueling the national debt.Why the Fed pays interest on bank reserves and how it helps fight inflation.Senator Cruz’s proposal and why it could trigger massive inflation.Debating a possible alternative fix to redirect income back to the Treasury.The politics of debt monetization and its hidden economic implications.Why the US is unlikely to default on debt issued in its own fiat currency.The economic tradeoffs between inflation, taxes, spending cuts, borrowing, and defaulting.Who suffers most from hyperinflation: younger adults, poorer populations, and future generations.Unpacking interest rates, tariffs, and the outlook for future inflation.A brief look at Wall Street’s reaction to debt growth and policy uncertainty.Links Mentioned in Today’s Episode:Richard Squire Richard Squire on LinkedInAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

Is American democracy starting to look more like corporate governance? In this episode we unpack the ways in which the language and logic of the boardroom are reshaping our political system to understand what happens when citizens are treated like shareholders and politicians act more like CEOs. Legal scholars Sarah Haan (Brooklyn Law School), Sergio Alberto Gramitto Ricci (Hofstra Law School), and Christina Sautter (SMU Dedman School of Law) explore the tangled history and present-day stakes of shareholder participation, corporate power, and regulatory capture. Join us as we trace how corporate governance evolved from a participatory ideal to a system that actively discourages engagement, especially when women became the dominant shareholder class. Together, we explore Prof. Ricci’s ‘Vitruvian Shareholder’ and ‘Total Governance’ frameworks, Prof. Sautter’s deep dive into corporate law’s origins in 19th-century New Jersey, and Prof. Haan’s compelling argument that corporate democracy is shaping political authoritarianism in real time. Tune in for a timely conversation on the hidden mechanics of power and the future of democratic participation in corporations and beyond!Key Points From This Episode:How corporations shape our lives, even if we don’t play the stock market.Corporations as participatory systems: should we all be engaging?'The Vitruvian Shareholder’ and balancing profit with values.‘Total Governance’ and why shareholder activism is possible (and necessary).Shareholder passivity: how it evolved and why it matters.How corporate meetings have been designed to discourage participation.Gender, power, and the architecture of apathy.From robber barons to Delaware: the origins of regulatory capture.History repeating itself: how today’s shareholder laws mirror 1900s politics.Reasons that shareholder apathy is becoming increasingly inexcusable.How corporate power dynamics spill over into other spheres of civic life.The real model for authoritarian elections: corporate America.Insight into the dangers of modeling political democracy on corporate rule.What is so misleading about the term “shareholder democracy”.Founding the Center for Retail Investors & Corporate Inclusion.Links Mentioned in Today’s Episode:Sarah HaanSergio Alberto Gramitto RicciChristina SautterSarah Haan on LinkedInSarah Haan on XSergio Alberto Gramitto Ricci on LinkedInSergio Alberto Gramitto Ricci on XChristina Sautter on LinkedInChristina Sautter on X‘Archeology, Language, and Nature of Business Corporations’‘The Vitruvian Shareholder’‘The Pathology of Passivity'The Shareholder Democracy Lie''Delaware’s SB21 Continues 150 Years of Corporate Power and Regulatory Capture'

Can a CEO be too big to fail? In this episode of Bite-Sized Business Law, we dive into the volatility, legal wrangling, and power dynamics surrounding Elon Musk and Tesla with Ann Lipton, a leading scholar in corporate governance and business law and the Laurence W. DeMuth Chair of Business Law at the University of Colorado Law School. As Tesla’s stock swings wildly, Ann unpacks why Musk’s leadership is both the company’s greatest asset and its biggest liability. We explore the limits of shareholder power, the high-stakes Tornetta compensation case, and the board’s passive stance amid Musk’s increasingly controversial behavior, including his public spat and attempted reconciliation with President Donald Trump. From legal blind spots to governance breakdowns, this episode offers a timely look at how personality, politics, and corporate law collide in today’s markets. To hear what’s next for Tesla (and what it reveals about the future of corporate leadership), tune in today!Key Points From This Episode:From civil rights dreams to securities law reality: Ann’s professional journey.Tesla’s rollercoaster stock volatility explained.Why Musk’s recent political antics spooked shareholders.The board can’t fire him, but can they rein him in?What CEO compensation packages are really for.Signs that the Tesla board is too close to Musk.The next pay package: a major test of board independence.Legal hurdles blocking shareholder lawsuits.How Tesla’s move to Texas weakens corporate accountability.Ways that Musk’s split focus puts Tesla’s future on the line.One CEO running multiple companies: a governance nightmare!Robo-taxis, hype, and the risks of reckless innovation.Links Mentioned in Today’s Episode:Ann LiptonAnn Lipton BlogShareholder Primacy Podcast'The Legitimation of Shareholder Primacy'Ann Lipton on LinkedInAnn Lipton on BlueskyFordham University School of Law Corporate Law Center

Delaware may still be the gold standard for corporate law, but the Lone Star State is stepping up. In this episode, we explore how Texas is positioning itself as a serious alternative for corporate litigation and incorporation, as companies increasingly reconsider Delaware. Joining us is Michael Holmes, head of litigation at Vinson & Elkins and Vice Chair of the firm, whose practice spans both Texas and the Delaware Court of Chancery. Michael explains how recent legislative changes like SB21 have opened the door for states like Texas to compete, and how Texas is responding with its own business court system. He outlines key structural differences, including jurisdictional thresholds, term limits for judges, and early-stage rulings on director disinterestedness. The conversation covers whether Texas can replicate Delaware’s speed and infrastructure, and why its sheer size may complicate efforts to match Delaware’s efficiency. Michael also reflects on Texas’s emerging legal identity and what it might take to develop a meaningful body of state corporate law. Tune in to learn how Texas is carving out its place in the corporate litigation landscape and what that means for the future of business law!Key Points From This Episode:Some background on Michael Holmes, his career, and how he came to work in litigation.How Texas is positioning itself as a challenger to Delaware for corporate litigation.Michael’s experience litigating in both Delaware and Texas courts.How SB21 could shift litigation dynamics for representative matters.Reflections on adaptability by the plaintiff’s bar and potential new litigation trends.Thoughts on the Dropbox constitutional challenge to SB21.An overview of the new Texas Business Court and how it is structured.Key differences between Texas and Delaware in jurisdiction and judicial terms.Pros and cons of two-year judicial terms in Texas business courts.How Texas is differentiating itself from Delaware and other options, like Nevada.Unpacking whether a large state like Texas can match Delaware’s speed and efficiency.Thoughts on how courts will interpret and develop new statutory frameworks.Why Texas and Delaware may coexist rather than compete exclusively.Links Mentioned in Today’s Episode:Michael HolmesMichael Holmes on LinkedInVinson & ElkinsFordham University School of Law Corporate Law Center

When global cartel collusion enters the equation, the best friend a CEO can have is a preeminent lawyer on the frontlines of competition law. Enter John Terzaken, global co-chair of the Antitrust and Trade Regulation Practice at Simpson Thacher and former Director of Criminal Enforcement of the DOJ’s Antitrust Division. With decades of experience navigating the complexities of antitrust enforcement, John breaks down how shifts in political direction between the Biden and Trump administrations affect corporate behavior, enforcement strategies, and legal priorities. He shares insights into the psychology behind collusion, the rise of algorithmic pricing as a legal gray zone, and the changing role of non-compete agreements in the American workforce. Whether you’re a law student, a corporate executive, or just curious about how antitrust enforcement shapes the marketplace, tune in for an expert’s perspective on where US competition law is headed and how businesses can stay compliant in a volatile legal environment!Key Points From This Episode:John’s journey into the antitrust space via the DOJ.Why cartel law targets corporations, not mobsters.How antitrust cases evolve into broader white-collar crime.Unforgettable cases: from criminal trials to a client testifying against his own brother.Algorithmic pricing and AI-driven collusion under Trump.Reasons that consumer goods like eggs and milk will always be in the competition spotlight.Why political winds don’t affect antitrust and competition law as much as other areas.Antitrust enforcement: legal contrasts and common ground between Biden and Trump.How DEI and ESG policies are facing antitrust scrutiny under the Trump administration.What the future holds for non-compete agreements.Why clarity in the law benefits both business and consumers.Understanding the human psychology behind collusion.The global, high-stakes career that antitrust law offers (and how to navigate it).Links Mentioned in Today’s Episode:John TerzakenSimpson Thacher & Bartlett LLPJohn Terzaken on LinkedInThe Paramount Case Study and a Look at Where We Are Headed with Antitrust EnforcementAntitrust Perspectives on the Kroger-Albertsons MergerFordham University School of Law Corporate Law Center

What does it take to catch a fraudster? In this episode of Bite-Sized Business Law, we explore the world of Certified Fraud Examiners (CFEs), the experts who investigate wrongdoing across corporations, government agencies, and beyond. Our guest is John Gill, President of the Association of Certified Fraud Examiners (ACFE), who began his journey with the organization over 30 years ago as general counsel. A global authority on fraud prevention, John has trained Fortune 500 companies, advised governments, and taught on six continents. He breaks down the three major types of occupational fraud (asset misappropriation, corruption, and financial statement fraud) and shares real-world cases that reveal just how easily internal controls can fail. From employees wiring millions to their personal accounts to fake audit reports going unquestioned, John shows how fraud often thrives on trust, opportunity, and rationalization. He also unpacks how AI is being used in the fight against fraud and what kind of mindset makes a great CFE. Tune in to learn how CFEs help safeguard financial integrity, and what it really takes to spot the red flags before it’s too late!Key Points From This Episode:John Gill shares his path from law school to leading the ACFE.How a love of consumer protection led John to fraud prevention.Ways that CFEs think like detectives and spot red flags that others overlook.What led to the founding of the ACFE in the late 1980s.A breakdown of the three major types of occupational fraud.How 5% of revenue is lost annually to occupational fraud.Real-world cases: $22M stolen from Citigroup and $9M from ING with minimal oversight.The importance of internal controls and how they often fail.Why first-time fraudsters rarely stop at just one offense.What drives fraud: pressure, opportunity, and rationalization.How fraudsters exploit weak audit processes and personal trust.The use of cryptocurrency in laundering stolen funds.AI’s growing role in fraud detection and its limitations.Key traits that make someone well-suited to become a CFE.Why CFEs often face resistance, even inside their own organizations.Reflections on the global mission to detect and prevent fraud, from Arkansas to Dubai.Links Mentioned in Today’s Episode:Association of Certified Fraud Examiners (ACFE)John GillJohn Gill on LinkedInAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

The controversy surrounding Delaware’s Senate Bill 21 (SB21) is far from over. In this episode, we examine a major new legal challenge that raises fundamental questions about the democratic process and the enduring power of Delaware’s Court of Chancery. Joining us is Anthony Rickey, founding partner of Margrave Law, whose boutique practice centers on fiduciary duties and shareholder litigation. With his perspective from the front lines, Anthony offers valuable insight into what the Dropbox dispute means for Delaware’s future. He explains the constitutional questions at the heart of the case and why it’s difficult to predict how it will all play out. He also shares why he believes Delaware’s position in corporate law remains strong, highlighting its unmatched legal infrastructure and speed in resolving complex cases. Anthony looks ahead to what might come next in Delaware litigation and what competing states are doing to attract new incorporations. Tune in to learn what this most recent legal showdown reveals about the future of corporate governance in Delaware!Key Points From This Episode:Background and context for the debate leading up to SB21.Ways that Delaware creates incentives for creative litigation and its effects.Why an overproduction of corporate law results in excessive litigation.Dropbox's announcement to leave Delaware and reincorporate in Nevada.How their departure was challenged and how this raises a constitutional challenge to SB21.Factoring in the centuries-old equitable power of Delaware’s Court of Chancery.Unpacking the long-term consequences of SB21 for Delaware.Why Anthony remains confident in Delaware’s appeal despite current legal uncertainty.Delaware’s unique “superpower” in resolving disputes: speed.A detailed example of expedited litigation in Martin Marietta, Inc. v. Vulcan Materials.Some of the top advantages that keep Delaware competitive.Predictions for the future of SB21 and Chancery litigation.How states like Texas and Nevada are branding their corporate laws.Links Mentioned in Today’s Episode:Anthony RickeyAnthony Rickey on LinkedInAnthony Rickey on XMargrave Law‘Delaware’s Superpower’Martin Marietta, Inc v. Vulcan Materials‘Texas is Disrupting Delaware’s Dominance through Innovation’E63: The Devil in the Details in the Delaware Debate over SB21Amelia Martella on LinkedInFordham University School of Law Corporate Law Center

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

What is driving disputes in the business of healthcare, and how should providers and other parties handle the growing range of legal claims? Amidst renewed interest in healthcare in America, these are the questions we unpack today with the help of our guest, the Senior Vice President at Burford Capital, Charles Griffin. Charles has a background in litigation and finance, and he begins by walking us through his career trajectory from law school to now. Then, our conversation explores Burford’s interest in the healthcare sector and how the current climate facilitates antitrust opportunities for legal finance before diving into the Blue Cross Blue Shield class action settlement from a legal finance perspective. We discover why large medical providers still require legal finance, how the Burford team advises its clients in step with attorney professional and ethical obligations, why some major antitrust settlements may not have a government regulator present, and what the future of healthcare litigation may look like. To end, Charles explains why today’s conversation is vital for anyone in healthcare or legal finance as we learn about the overarching value of legal finance.Key Points From This Episode:Charles Griffin describes his role as Senior Vice President at Burford Capital. Journeying through his career path from law school until now. When Burford first started paying attention to the healthcare sector. The reasons behind the mounting financial pressures on healthcare providers.How the current climate creates significant antitrust opportunities for legal finance. The Blue Cross Blue Shield class action settlement from a legal finance perspective. Why hospitals and other large healthcare providers still require capital through legal finance.Charles’ final thoughts on the Blue Cross Blue Shield settlement. How he and his team advise their clients without imparting legal advice. The future of healthcare litigation. Why government regulators are sometimes absent from large antitrust settlements. Our guest explains why today’s conversation matters for healthcare and legal finance.Links Mentioned in Today’s Episode:Charles GriffinCharles Griffin on LinkedInBurford Capital Blue Cross Blue Shield Providers Settlement  Blue Cross Blue Shield Subscribers Settlement Fordham University School of Law Corporate Law Center

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

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

As much as the past three decades have relaxed us into thinking otherwise, recent outbreaks of conflict have proven once again how war is inextricably intertwined with our economy and the business world. So, what is the role of the private sector in geopolitical crises, and how should we modernize our businesses to meet the challenges of the 21st century? William Jannace is an Assistant Professor at the Eisenhower School for National Security and Resource Strategy; Josh Lipsky is the Senior Director of the GeoEconomics Center at Atlantic Council, and today, the pair leans on their adept experiences in law to help explain why business and war cannot be separated. We discuss the role of business in modern geopolitical tensions, how recent conflicts have woken us from our dream state, how war brings a corporation’s geopolitical shortcomings to the forefront, and why elections play a huge role in how conflict is handled globally. We also unpack the power of government-private sector collaborations, the modern threat of digital security, where cryptocurrency fits in, and the role of the U.S. dollar in today’s geopolitical climate. Key Points From This Episode:William Jannace and Josh Lipsky detail their journeys in studying and practicing law. The role of business in modern geopolitical conflicts and tensions. How the Russia-Ukraine conflict reminds us of corporate responsibility in national security. The way conflict forces businesses to address their internal geopolitical shortcomings. Understanding how elections affect the way political leaders handle conflict, globally.  How governments and their private sectors can band together against election interference.The way non-State actors influence political campaigns and shape foreign policies.Ascertaining the role of the U.S. dollar in today’s geopolitical climate.Crime as a service: how cybercriminals influence global instability, and the role of crypto.The next steps for corporations that want to use their power responsibly for global peace. Links Mentioned in Today’s Episode:William Jannace on LinkedIn The Eisenhower School for National Security and Resource Strategy Josh Lipsky on LinkedInAtlantic CouncilU.S. Army War College Global Financial Markets Institute Metropolitan College New York Stock ExchangeFINRAThe World Bank IMF Christine Lagarde on LinkedIn U.S. Department of State The Daily Show FSVC ‘Bretton Woods Agreement and the Institutions It Created Explained’Fordham University School of Law Corporate Law Center

Currently valued at over $4 trillion, the leveraged credit market in the United States is one of the fastest-growing asset classes, driving a strong demand for well-trained credit analysts. Today’s guest is Michael Gatto, an author, adjunct professor at Fordham University's Gabelli School of Business and Columbia Business School, and Partner at Silver Point Capital, a $30 billion credit-focused global investment firm where he leads the firm’s Private Side Business. His latest book, The Credit Investor’s Handbook: Leveraged Loans, High Yield Bonds and Distressed Debt, serves as a definitive guide for young investment professionals building a career in the leveraged credit markets, covering public, private, performing, and distressed sectors. In this episode, Michael shares invaluable insights from his 25 years of investing experience, benefiting both newcomers and seasoned professionals looking to refine their investment skills. Join us as we explore Michael’s fascinating career journey, the experiences that have shaped him into a debt markets expert, and his advice for students today. Whether you're preparing for or enhancing a career in credit investing, this episode is a must-listen!Key Points From This Episode:An overview of Michael’s background, education, and how he became a credit analyst.The story of his time at Goldman Sachs within the Special Situations Group (SSG).What led him to become the first non-founding partner at Silver Point Capital.A definition of credit investing and why Silver Point is a global leader in this market.How the leveraged credit market has grown exponentially since Silver Point launched.Why Michael felt compelled to write this book, what the process entailed, and who it caters to.The soft skills that facilitate a successful career investing in the leveraged credit markets.Some of the ways that teaching has influenced Michael’s professional success.Insight into Michael’s role as Director of the O’Shea Center for Credit Analysis and Investment.How you can benefit from the incredible network that the O’Shea Center has built.Inspiring advice for students who want to follow a similar career path to Michael’s.Links Mentioned in Today’s Episode:Michael GattoMichael Gatto on LinkedInCredit Investor’s HandbookSilver Point FinanceO’Shea Center for Credit Analysis and InvestmentFordham Gabelli School of BusinessColumbia Business SchoolFordham University School of Law Corporate Law Center

The New York State Bar Association has spoken! An April report by its esteemed Task Force examines the legal, social, and ethical impact of AI on the legal profession, as well as how the new guidelines will impact businesses everywhere. In this episode, we interview one of the 16 members of the AI Task Force about his first-hand experience at the helm of developing this new frontier. Jonathan Armstrong is a Partner at Punter Southall Law in London, where his focus on compliance and technology positions him as one of the most influential figures in fintech, AI, and data security across the globe. Join us as Jonathan offers insights into the necessity of a global approach to combat the problem of AI-driven territory seizing and weighs in on different principles underpinning new laws. We discuss data training, what needs to happen to make data more trustworthy, liability exposure, why opting out of AI is not an option, and much more. Be sure to tune in to hear Jonathan’s answers to many of the most pertinent questions in the legal world today!Key Points From This Episode:The recent NYSBA report on the impact of AI on the legal profession.Jonathan’s path to combining his dual passions for law and technology. His course on international compliance at Fordham Law. How Jonathan was chosen to sit on the AI Task Force.The issue of AI seizing territory and the necessity of having a global approach. Categorizing the principles beneath new laws.Inaccuracy in AI and its impact on access to justice. Challenges associated with which data AI should be trained on.What needs to happen to be able to trust the data produced by AI. Responsible use of AI in legal practice. Jonathan’s insights on liability exposure for AI with reference to corporate boards.Risk analyses that should be prioritized by corporate boards.Why opting out of AI is not a realistic option. Developing the skills necessary to establish your value as a young lawyer.What you need to know about the EU-required “Fundamental Rights Impact Assessments.” Identifying and remediating the risks of AI mediation. Testing AI integrations according to core values to set appropriate foundations.Links Mentioned in Today’s Episode:Jonathan ArmstrongJonathan Armstrong on LinkedInReport and Recommendations of the New York State Bar Association Task Force on Artificial IntelligencePunter Southall LawTask Force on Artificial IntelligenceVivian Wesson on LinkedInFordham University School of Law Corporate Law Center

Today, we delve into the captivating world of white-collar crime to pose a question that almost no one is asking. This is not your typical true crime story, but rather one individual’s staggering fall from the C-suite to a prison cell. In this episode, we explore the best ways to punish white-collar crimes and debate whether or not jail is an appropriate or effective solution. Here to contribute his expertise is Fordham Law Professor and resident corporate law expert, Richard Squire. He joins us to share his perspective on the high-profile case of FTX founder Sam Bankman-Fried, who was once lauded as a genius and a leader in the world of cryptocurrency, before being sentenced to 25 years in prison for defrauding customers and investors. Tune in to discover if the criminal justice system's four purposes are met by imprisoning white-collar criminals, the impact of reputational damage, potential alternatives to jail time, and insights into the sometimes severe penalties for insider trading. You’ll also learn about the political incentives for prosecuting white-collar crimes, particularly in emerging industries like crypto, and the conflicts of interest that lawyers should be aware of in these cases. This thought-provoking conversation is packed with valuable insights into corporate law and the ethical challenges of the business world, so be sure not to miss it!Key Points From This Episode:Examples and statistics of the type of white-collar crimes we discuss in this episode.An exploration of the best ways to punish those who commit financial crimes. The case of Sam Bankman-Fried (SBF) and FTX: a quick refresher on the details.Four purposes of the criminal justice system and whether they apply to SBF’s case.What constitutes “deliberate intent to deceive” in a fraud case; why it’s so difficult to prove.The strength of the case against SBF and questions regarding his long jail sentence.Details of the bankruptcy proceedings amidst SBF's legal battles: how this impacted their legal strategy and public perception of accountability.Whether or not imprisoning white-collar criminals serves the purposes of criminal justice.Pros and cons of the incapacitation that accompanies a prison sentence.Political motivations for prosecuting white-collar crimes, like insider trading, especially in emerging industries like cryptocurrency.A definition of insider trading and some better-known examples of it.Punishment for insider trading: is jail time appropriate or necessary?How wealth and public perception contribute to the severity with which a white-collar criminal is punished.Alternatives for punishing financial crimes, and when jail time is appropriate.Links Mentioned in Today’s Episode:Richard SquireRichard Squire on LinkedInUnited States v. Samuel Bankman-FriedUnited States v. Matthew KlugerRaj Rajaratnam Insider Trading Conviction'Inside Insider Trading with Stephen Fishbein'Amy MartellaFordham University School of Law Corporate Law Center

Dig in to the most compelling business law issues of the moment with host Amy Martella, the Executive Director of the Corporate Law Center at Fordham University School of Law. Bite-Sized Business Law tackles big issues in small doses through interviews with corporate attorneys, industry experts, public figures, and business law scholars. Stay informed and gain deeper understanding with invaluable insight on everything from financial meltdowns to emerging market trends. No issue is too big for Bite-Sized Business Law.