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 LinkedIn
  Harvey
  Opinion 512 | American Bar Association (ABA)
  Unreasonable Hospitality
  Fordham 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 Catterson

James Catterson on LinkedIn

The New York Commercial Division

Commercial Division Advisory Council

Appellate Division, First Judicial Department

Judith Kaye

Delaware Court of Chancery

Fordham 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 Hu

Margaret Hu on LinkedIn

AI Law and Policy

William & Mary Law School

Fordham 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 Squire

Richard Squire on LinkedIn

Tornetta v. Musk (Supreme Court)

Tornetta v. Musk (Chancery Opinion II)

Tornetta v. Musk (Chancery Opinion I)

Rutledge v. Clearway Energy Group LLC

Fordham 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 Edwards

Benjamin Edwards on LinkedIn

Guzman v. Johnson

Fordham 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 LinkedIn

The Chancery Daily

The 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 Levin

Michael Levin on LinkedIn

The Shareholder Primacy Podcast

Institutional Shareholder Services (ISS)

Glass Lewis 

Egan-Jones

JPMorgan Asset Management

Fordham 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 Goshen

Zohar Goshen on LinkedIn

Zohar Goshen on X

Tomer Stein
Tomer Stein on LinkedIn
Tomer Stein on X 

Leaving Delaware? The Essential Role of Specialized Corporate Courts

Fordham 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 Colon

Jeff Colon on LinkedIn

‘The Black Hole of Capital Gains: ETF Swap Funds’

Ron Wyden

Fordham 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 Adediran

Atinuke Adediran on LinkedIn

Atinuke Adediran | Fordham Law School

Disclosureland: How Corporate Words Constrain Racial Progress

Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center