Эпизоды
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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 Terzaken
Simpson Thacher & Bartlett LLP
John Terzaken on LinkedIn
The Paramount Case Study and a Look at Where We Are Headed with Antitrust Enforcement
Antitrust Perspectives on the Kroger-Albertsons Merger
Fordham University School of Law Corporate Law Center
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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 Gill
John Gill on LinkedIn
Amelia Martella on LinkedInFordham University School of Law Corporate Law Center
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Пропущенные эпизоды?
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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 Rickey
Anthony Rickey on LinkedIn
Anthony Rickey on X
Margrave 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 SB21
Amelia Martella on LinkedInFordham University School of Law Corporate Law Center
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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 Upadhyaya
Nitish Upadhyaya on LinkedIn
Nitish's Podcast: Culture & Compliance Chronicles
Dave 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 LinkedIn
Fordham University School of Law Corporate Law Center
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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 Fishbein
Stephen Fishbein on LinkedInA&O Shearman
Inside Insider Trading with Stephen Fishbein
Amelia Martella on LinkedInRichard Squire on LinkedIn
Fordham University School of Law Corporate Law Center
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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 Griffith
Sean Griffith on LinkedIn
Richard Squire
Richard Squire on LinkedIn
Vox Shareholders and Still No Payday for Musk: Tornetta Round Two
Amelia Martella on LinkedInFordham University School of Law Corporate Law Center
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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 Jennings
Andrew Jennings | Emory University School of Law
Andrew Jennings on LinkedIn
Andrew Jennings on YouTube | Business Scholarship Podcast
Andrew Jennings on X
Andrew Jennings on Bluesky
‘Criminal Investors by Andrew Jennings’
Fordham University School of Law Corporate Law Center
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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 Griffin
Charles Griffin on LinkedIn
Burford 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 LinkedIn
Family, Partnerships and Companies‘Family, Partnerships and Companies’ Abstract
Fordham University School of Law Corporate Law Center
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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 Bren
Paulina Bren at Vassar
Paulina Bren on LinkedIn
Paulina Bren on Instagram
She-Wolves: The Untold History of Women on Wall Street
The Barbizon
The Greengrocer and His TV
Muriel "Mickie" Siebert: National Women’s History Museum
Fordham University School of Law Corporate Law Center
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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 Griffith
Sean Griffith on LinkedIn
Richard Squire
Richard Squire on LinkedIn
Tornetta v. Musk second opinion
Tornetta 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 LinkedIn
Fordham University School of Law Corporate Law Center
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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 Sautter
Christina Sautter on LinkedIn
Center for Retail Investors and Corporate Inclusion
r/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 Southworth
Big Money Unleashed: The Campaign to Deregulate Election Spending
Lawyers of the Right: Professionalizing the Conservative Coalition
Center for Empirical Research on the Legal Profession (CERLP)
American Civil Liberties Union (ACLU)
Buckley v. Valeo
Citizens United v. FEC
Fordham University School of Law Corporate Law Center
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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 LinkedIn
ZeckYahoo! Finance on Zeck
Fordham University School of Law Corporate Law Center
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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 Capital
Burford Capital
Aviva Will on LinkedIn
The Equity Project
International Legal Finance Association
Fordham University School of Law Corporate Law Center
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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 Bloomfield
Doni Bloomfield on X
Doni Bloomfield on LinkedIn
‘Competition and Risk’
FTC vs Kroger-Albertsons
Fordham University School of Law Corporate Law Center
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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 LinkedIn
Dr Akshaya Kamalnath on XCorporate Law Academic
ANU Law
GameStop
Fordham University School of Law Corporate Law Center
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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 Law
Brook Gotberg on LinkedIn
Brook Gotberg on X
Richard Squire at Fordham Law
Richard 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
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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. Piken
Ropes & Gray
Episode 50 - The Missing T: Part I
‘The Missing "T" in ESG’
Danielle Chaim at Bar-Ilan University
Gideon Parchomovsky at University of Pennsylvania Carey Law School
Episode 30 - Adam Winkler on Corporations as People
We the Corporations
Berkshire Hathaway
Fordham University School of Law Corporate Law Center
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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 LinkedIn
Danielle 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
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