Bite-Sized Business Law

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 LinkedIn

Fordham 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 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

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 Fordham

Barry Hawk on LinkedIn
Family, Partnerships and Companies

‘Family, Partnerships and Companies’ Abstract

Fordham 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 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

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

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

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
Zeck

Yahoo! Finance on Zeck

Fordham 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 Capital

Burford Capital

Aviva Will on LinkedIn

The Equity Project

International Legal Finance Association

Fordham University School of Law Corporate Law Center