Bite-Sized Business Law

Back in 2019, the office-sharing company, WeWork, seemed like the next big Silicon Valley success story. WeWork was opening shared office space around the world and was valued at a staggering $47 billion. Since then, the company has suffered one of the most spectacular corporate collapses in recent US history. Following its 2021 IPO, WeWork witnessed a shocking 98% decline in value, ultimately leading it to file for Chapter 11 bankruptcy protection in November of 2023. So, what led to this downfall? And what are the anticipated outcomes of WeWork's bankruptcy? Joining us today to unpack this topic is our very own, Richard Squire, Professor of Business Law at Fordham Law School. Tuning in you’ll learn about the founding of WeWork, its unconventional CEO, the events that led to its bankruptcy, and how this process is expected to play out. We explore why the company was so appealing to investors and employees, the devastating impact of the COVID-19 pandemic, and how bankruptcy is allowing WeWork to salvage what’s working and continue in a new form. To hear all of the details of this fascinating case study be sure to tune in to this informative conversation!
 

Key Points From This Episode:

• An overview of WeWork and its business model.

• Some background on WeWork Founder, Adam Neumann.

• How Neumann’s upbringing on a Kibbutz in Israel inspired his vision for WeWork.

• The ethos of sharing at WeWork and how this attracted employees and investors.

• What WeWork’s trajectory can teach us about American history.

• Neumann’s unusual management style and the problems this caused.

• Why Neumann stepped down as CEO in 2019 when the company was about to launch its IPO.

• The devastating impact of the COVID pandemic on WeWork and shared office spaces.

• Why WeWork’s initial IPO failed, why Neumann left, and how the company rebranded.

• An overview of the events that led to WeWork’s bankruptcy.

• Breaking down the bankruptcy process and how it played out with WeWork.

• Predictions on how WeWork will emerge from this bankruptcy.

• How WeWork is renegotiating its leases in different cities.

• Mechanisms in the bankruptcy process that help companies continue at a new scale.

• Evaluating how different investors might approach these types of companies in the future.

Links Mentioned in Today’s Episode:

Richard Squire
WeWork
The History of English Podcast
Kevin Stroud on Patreon
Special Episode: Richard Squire on the Collapse of Silicon Valley Bank
St. Elmo's Fire
Fordham University School of Law Corporate Law Center
We Edit Podcasts

Change is coming for corporate America. While many of us expect it to arrive in the form of climate disclosures, the SEC is yet to release the proposals they came up with in 2022. How these rules are written is a key factor in shaping the way businesses respond to climate change and other ESG issues. Joining us to explain where things currently stand is Stanford Law School Professor, Colleen Honigsberg. Along with her legal expertise, Colleen holds a Ph.D. in accounting and is a CPA. Tune in to hear why business leaders should concern themselves with climate change, what two key forces are behind the shift in focus on climate activism, the treatment of Greenhouse Gas emission disclosure, and the coming emphasis on human capital. We touch on the role of the ISSB and discuss why climate audits can only offer limited assurance before Colleen shares her perspective on human capital, petitioning the SEC, and more. Don’t miss this informative conversation!

Key Points From This Episode:

•   Introducing Stanford Law School Professor and CPA, Colleen Honingsberg.

•   Colleen’s career journey, which began in accounting.

•   How she selected a Ph.D. in accounting with a goal to become a legal professor.

•   Why we should care about climate change as business leaders and the ones who advise them.

•   Two key forces behind the surge in investment in climate activism.

•   Scope 1, 2, and 3 Greenhouse Gas emissions.

•  Why the SEC pivoted on Scope 3 emission disclosures.

 •  The role of the ISSB in dealing with these factors.

•   Why climate audits can only offer limited assurance and accuracy.

•   Colleen’s perspective on the omission of human capital in financial statements.

•   How and why Colleen petitioned the SEC to enact change.

•   What to make of the inclusion of human capital in the SEC’s agenda for 2024.

Links Mentioned in Today’s Episode:

Colleen Honigsberg

Colleen Honigsberg on LinkedIn

Colleen Honigsberg on ResearchGate

Fordham University School of Law Corporate Law Center

For years, legal scholars have argued that the Federal Crime Code is broken. One key consequence of this is the alarming rise in white-collar and corporate crime — a shocking portion of which goes misreported and misunderstood. Joining us today to shed light on this urgent topic is Miriam Baer, Vice Dean and Centennial Professor of Law at Brooklyn Law School, whose new book, Myths and Misunderstandings in White-Collar Crime, provides an incisive breakdown of the flaws in our statutory system and what can be done to address it. Tuning in, you’ll learn about the experiences and real-life examples that inspired her to write this book, the problem of overcriminalization and under-enforcement in white-collar crime, her suggested reforms for tackling these systemic issues, and much more. Join us for a fascinating discussion on the state of white-collar crime and the value of conversations about reforming the system.
 

Key Points From This Episode: 

•What inspired Miriam Baer to write Myths and Misunderstandings in White-Collar Crime.

•Who this book is for and why she wanted it to be accessible to a wider audience of readers.

•A closer look at overcriminalization and under-enforcement in white collar and corporate crime.

•The 2008 financial crisis and the lack of prosecution of those responsible.

•Understanding the various dynamics at play when prosecuting white-collar crime.

•The problem with “flat” and “umbrella” statutes and how this relates to the Federal Criminal Code.

•A look back at the college admissions scandal, also known as the Varsity Blues case.

•The argument for the federal code being carved into graded offenses.

•Details about the fraud triangle and what breeds this type of illicit behavior.

•Bringing about institutional change by putting resources toward front-end regulation.

•What Miriam means by flat laws and why it’s important to avoid these.

•The difference between flat laws and graded laws, and the benefits of graded laws.

•A historical perspective on why the Federal Criminal Code is not graded.

•The core problem of the sentencing guidelines in white-collar crimes.

•Tracking white-collar crime; what this entails and the importance of doing so accurately.

•A breakdown of suggested reforms and Miriam’s four recommended prescriptions.

•Unpacking the idea of intentionality in white-collar crimes.

•Whose job it is to ensure an overhaul of the systems under discussion.

Links Mentioned in Today’s Episode:

Miriam Baer on LinkedIn

Miriam Baer Brooklyn Law School

Myths and Misunderstandings in White-Collar Crime

Edwin Sutherland

William Stuntz

American Law Institute

Fordham University School of Law Corporate Law Center

Joining us today is William Moon, a Professor of Business Law at the University of Maryland School of Law, to discuss his essay ‘Beyond Profit Motives’ which he wrote in response to Stephen Bainbridge’s book The Profit Motive. Will reviews Bainbridge’s work, offering an alternative theory of corporate purpose beyond what Will refers to as “ruthless profit maximization for shareholders.” With expertise in business law, corporate governance, offshore finance, and private international law, Will brings a wealth of knowledge to our discussion. Tuning in you’ll learn about Will’s new concession theory, how it differs from the ideas laid out by Bainbridge, and the relationship between the ESG movement and profit maximization. Our conversation covers key areas, including the mechanics of stakeholder capitalism, why ESG goals can be accomplished through enhanced legal compliance and obedience, and how to better align the interests of corporations with societal interests. Listeners should check out our interview of Bainbridge back in May 2023 to help them understand Will’s critiques. To hear all of Will’s insights on his new concession theory and The Profit Motive be sure to tune in today!

Key Points From This Episode:

•Professor William Moon’s review of Stephen Bainbridge’s book, The Profit Motive.

•What inspired him to write ‘Beyond Profit Motives’ in response to The Profit Motive.

•An overview of Milton Friedman’s article from 1970 entitled ‘A Friedman Doctrine ‐- The Social Responsibility of Business Is to Increase Its Profits’.

•Examining whether there is a true conflict between long-term shareholder profit maximization and achieving environmental, social, and governance (ESG) goals.

•Will’s argument against Professor Bainbridge’s conviction that stakeholder capitalism is fundamentally anti-democratic.

•An outline of stakeholder capitalism and the different versions of it.

•Will’s new concession theory as laid out in his article.

•How the new concession theory can support ESG goals.

•Why ESG goals can be accomplished through enhanced legal compliance and obedience.

•Corporations’ ability to evade laws and the state’s ability to enact laws in response.

•Blockchain-based business entities; what types of laws and regulations they are asking for.

•Why the new concession theory mostly applies to large business enterprises.

•Takeaways from the McDonald’s Caremark case and verdict.

•Unpacking the ESG movement’s biggest accomplishments and areas for improvement.

•A rundown of the topics to be explored in conversation with the new concession theory.

Links Mentioned in Today’s Episode:

William Moon

‘Beyond Profit Motives’

A Friedman doctrine‐- The Social Responsibility of Business Is to Increase Its Profits

Professor Elizabeth Pollman

Elizabeth Warren
Business Roundtable

Stephen Bainbridge

Stephen Bainbridge on LinkedIn

The Profit Motive

Fordham University School of Law Corporate Law Center

Nothing has captured our collective attention quite like the emergence of Generative Artificial Intelligence in the past year. During this episode, we speak to Bradford Newman, partner at Baker McKenzie and Chair of the firm’s North America Trade Secrets Practice and an expert in AI, IP, blockchain, and crypto. Tuning in, you’ll hear how Bradford gained his expertise and learn from his wealth of wisdom on the potential of AI in transforming our world. We discuss the existing rules, the urgency of understanding and advocating for privacy and data protection, and more. We touch on the future of employment, the impact of AI on the legal profession itself, and Bradford’s perspective on how law school curricula should evolve in response to a changing legal landscape. Don’t miss this insightful episode!

Key Points From This Episode:

•Introducing AI and IP expert, Bradford Newman.

•His journey from a role as a litigation partner to specializing in technology law.

•The potential of AI in transforming our world.

•The danger of not having an overarching federal framework.

•Why it is important to be educated in AI usage today.

•The Avianca Airlines personal injury case and other cases where courts set AI usage guidelines.

•Tasks in the legal process that AI should not usurp.

•The impact of AI on junior associates.

•Bradford’s perspective on what law schools need to add and change to their curricula.

•Data and privacy protection for future generations.

•The future of employment and the social contract.

•Bradford’s predictions for the future of technology law and policy.

•Our job as a society to steer political decision-making.

Links Mentioned in Today’s Episode:

Bradford Newman - Baker McKenzie

Bradford Newman on LinkedIn

Bloomberg: Regulation of AI in Workplace Needed, Business Officials tell Senate Panel

Mata v. Avianca

Fordham University School of Law Corporate Law Center

The recent Supreme Court decision on 303 Creative LLC v. Elenis left the nation debating whether the First Amendment grants business owners the constitutional right to turn away certain protected classes of individuals. It also raised other issues about corporate identity and personhood and made us ask: how did we get to the point where courts are treating corporate actors as indistinguishable from natural persons with individual rights? Here to help us unpack these issues is Adam Winkler, the Connell Professor of Law at the UCLA School of Law and a specialist in American constitutional law, the Supreme Court, and gun policy. He has published numerous books and articles, but for today’s discussion, we refer to his award-winning book, We the Corporations: How American Businesses Won Their Civil Rights. Tuning in, you'll learn about the corporate rights movement and the landmark cases that laid the foundation for corporate personhood in America. We also discuss which rights corporations should (and should not) have, the influence corporations have on the electoral process, and how AI might shape our understanding of corporate personhood going forward, plus so much more!

Key Points From This Episode:

•   Insight into the “corporate rights movement” and the purpose of corporate personhood.

•   When companies became people: the history of corporate personhood in America.

•   The 200-year quiet revolution led by business corporations to gain constitutional rights.

•   Why the Supreme Court has historically sided with businesses.

•   The foundations laid for corporate law by Bank of the United States v. Deveaux.

•   Citizens United: a landmark decision regarding the political speech rights of corporations.

•   Who really speaks when a corporation speaks.

•   The influence corporations exert on the electoral process, even without the right to vote.

•   Hobby Lobby and freedom of religion.

•   Why granting corporations rights based on shareholder’s rights and interests is “slippery.”

•   The 303 Creative decision and its intersection between the First Amendment and anti-discrimination laws.

•   The problem with distinguishing between closely held corporations and public corporations.

•   Property versus liberty: which rights corporations should and should not have.

•   How AI might change the way we think about corporate personhood.

Links Mentioned in Today’s Episode:

Adam Winkler

Adam Winkler on LinkedIn

Adam Winkler on X

We the Corporations

Fordham University School of Law Corporate Law Center

Today on Bite-Sized Business Law, we tackle a topic that we’ve only alluded to in previous episodes, which is the funding of mass tort litigation by outside financiers. Dubbed “opaque capital” by one of today’s guests, its use for funding complex mass tort litigations gives rise to some tricky legal, business, and ethical predicaments that we discuss in detail. Joining us for this conversation are legal scholars Samir Parikh and Maria Glover. Samir is the Robert E. Jones Professor of Advocacy and Ethics at Lewis & Clark Law School and a nationally recognized expert on mass tort restructurings and business reorganizations. His recent article, 'Opaque Capital and Mass Tort Financing’, is sure to garner a lot of attention, as did his recent testimony before the Senate Judiciary Committee regarding the Texas two-step bankruptcy trend. Maria is a Professor of Law at Georgetown University, where she specializes in civil procedure and complex litigation. Maria has also testified before congressional committees and her work is not only published in leading law journals but cited by the media and the US Supreme Court. Tune in to hear Samir and Maria’s hot takes on third-party litigation funding, opaque capital, opportunities for exploitation in the mass tort litigation space, settlements, disclosure, regulation, and more!

Key Points From This Episode:

•   The history of litigation finance and why mass tort litigation is attracting bad actors.

•   Distinguishing between class actions, mass torts, and multi-district litigations (MDL).

•   Third-party litigation funding (TPLF) and contingency fees in the US versus Australia.

•   The role of TPLF in mass torts, particularly for ad campaigns and lead generation.

•   Defining opaque capital and the “new breed” of financiers moving into this space.

•   Critical points in the process when TPLF has ugly consequences: the Alchemist's Inversion.

•   Maria’s take on the perceived problems with mass tort litigation settlements.

•   Claim generation and the trouble with funding that is contingent on quantity for payout.

•   Some of the ways that non-meritorious claims affect everyone negatively.

•   Outlining the ethical and legal obligations law firms have when accepting funding.

•   Opinions on disclosure and transparency when it comes to financier agreements.

•   The European movement towards more aggressive regulation in the mass tort space.

•   Final comments on how this all relates to the shared ownership of law firms.

Links Mentioned in Today’s Episode:

Samir Parikh

Samir Parikh on LinkedIn

‘Opaque Capital and Mass Tort Financing’

Maria Glover

Maria Glover on LinkedIn

Maria Glover on X

Fordham University School of Law Corporate Law Center

The banking turmoil that rocked the past year is the most significant system-wide banking stress since the 2008 financial crisis. Now, regulators are rushing to implement measures to respond to those bank failures and mitigate their impact. In July, federal banking regulators, including the Federal Reserve Board of Governors and the FDIC, proposed new rules around capital requirements and risk, but these measures have actually been a long time coming, with the US considering the adoption of the so-called Basel III Endgame framework ever since 2008. Today, we learn more about what the proposals entail and the potential impact they will have on the economy. Joining us for this discussion is Jeremy Kress, Assistant Professor of Business Law at the University of Michigan Ross and Co-Faculty Director of the University of Michigan’s Center on Finance, Law, and Policy. Jeremy’s research focuses on bank regulation, systemic risk, and financial stability, which makes him the ideal guest to lend his voice to today’s conversation. Also joining today’s discussion is Richard Squire, professor of business law at Fordham Law School and the faculty director of the Fordham Corporate Law Center. Join us as we discuss the Basel III Endgame proposal, whether it will have favorable effects on the US lending environment, the Fed’s role in banking stability, and more!

Key Points From This Episode:

•   Some context on the 2023 bank failures and the revision of the Basel III standards.

•   Defining capital and capital requirements according to bank regulators.

•   Different types of risk implicated in the Basel III Endgame proposal.

•   The main risks that banks face that most other businesses don’t.

•   Understanding the liquidity crisis of 2008 versus 2023.

•   Why banks shouldn’t count held-to-maturity securities as highly liquid assets.

•   Insight into the AOCI opt-out and how the Basel III Endgame proposal has responded.

•   How a broader crisis of confidence in the markets influenced the recent bank failures.

•   Why Jeremy believes we’ll see more effective supervision of regional banks going forward.

•   The discount window and the Federal Reserve’s role in maintaining banking stability.

•   Jeremy’s take on the supposed negative effects of the Basel III Endgame proposal.

•   When we can expect to see the proposal finalized.

Links Mentioned in Today’s Episode:

Jeremy Kress

University of Michigan Ross School of Business

Jeremy Kress on LinkedIn

Jeremy Kress on Twitter

Jeremy Kress Papers

Richard Squire

Fordham University School of Law Corporate Law Center

What does capitalism owe to the common good? This is the question raised by Taming the Street: The Old Guard, the New Deal, and FDR’s Fight to Regulate American Capitalism, a riveting new book from award-winning financial journalist and New York Times bestselling author Diana Henriques. Those who saw The Wizard of Lies and The Monster of Wall Street will recognize Diana, whose research and writings formed the basis for both shows. Her latest offering details how President Franklin D. Roosevelt (FDR) battled to regulate Wall Street in the wake of the 1929 stock market crash, ultimately making the finance world safer for retail investors and average Americans. In today’s episode, Diana takes us back to a time when America’s financial landscape was ruled by the titans of vast wealth, largely unrestrained by government, and walks us through a pivotal moment in history: the creation of the SEC. Tuning in, you’ll gain insight into Diana’s motivations for covering this topic, how she believes we should regulate emerging financial industries like crypto, and why Taming the Street is increasingly essential reading as inequality once again reaches Great Depression levels. For a truly fascinating discussion about America’s financial past (and future) with a central cultural voice in reporting white-collar crime and corporate corruption, you won’t want to miss this episode!

Key Points From This Episode: 

•   A look at Diana’s career path into journalism, which she calls “a lifelong goal.”

•   Insight into her decision to take on the New Deal in Taming the Street.

•   Why this book becomes more critical as the pendulum swings further toward deregulation.

•   What life was like for the American working class in the lead-up to the Great Depression.

•   Now illegal stock market practices that were common in the 1920s.

•   Bill Douglas, Dick Whitney, and other central characters Diana introduces us to in her book.

•   The “bedside meeting” with FDR that forms one of the most poignant parts of this story.

•   Unpacking Diana’s description of FDR’s “moral Pole Star.”

•   Why the health of America’s democracy depends on the fairness of America’s economy.

•   Diana’s take on the Silicon Valley Bank collapse and current financial reform battles.

•   Her hope to bring awareness to the safety of the banking system today, thanks to FDR.

•   Recommendations for regulating emerging financial industries like cryptocurrency.

Links Mentioned in Today’s Episode:

Diana Henriques

Diana Henriques on LinkedIn

Diana Henriques on X

Taming the Street

The Wizard of Lies

Fidelity’s World

Fordham University School of Law Corporate Law Center

The epic investment Burford Capital made in the recent Argentinian YPF oil case delivered incredible results and over $16 billion awarded to plaintiffs. Joining us today on the Bite-Sized Business Law Podcast is commercial litigator and YPF expert, Gabrielle Vázquez to discuss this case. Tune in to hear what this case entailed, Gabrielle’s involvement, the rulings and how they affected the market, and the scary truth about Argentina’s ability to pay. We also discuss how Gabrielle feels about these kinds of litigation financing arrangements before delving into her thoughts about the possible appeal from Argentina. You won’t want to miss this fascinating conversation so press play now!

Key Points From This Episode:

• A brief introduction to today’s guest, Gabrielle Vázquez, and her illustrious career.
• What the Argentinian oil case is about and how Gabrielle got involved in it.
• The trial, what rulings were made, and the exact amount of the judgment. 
• The importance of trigger dates in this instance. 
• What Burford Capital gains from this damages award. 
• How this case affected the market in general. 
• The concern that Argentina is unable to pay and whether or not they actually will. 
• Gabrielle shares her thoughts on these types of litigation financing arrangements. 
• Why Gabrielle thinks Argentina will appeal. 

Links Mentioned in Today’s Episode:

Gabrielle Vazquez, McGrail & Bensinger LLP

Gabrielle Vázquez on LinkedIn

Burford Capital

SDNY September 8, 2023 Opinion and Order

Fordham University School of Law Corporate Law Center