Bite-Sized Business Law

Back in November of 2022, major cryptocurrency exchange FTX filed for Chapter 11 Bankruptcy. This came after the revelation that the company had significant liquidity problems and that its founders were likely misusing customer funds. Since then it’s been one newsworthy development after another, chief among which was the arrest of FTX CEO, Sam Bankman-Fried, followed by his extradition to the United States. A lot has happened since then, including John Ray III’s appointment as CEO of FTX — a prominent attorney who specializes in corporate reorganization — and the removal of Bankman-Fried as CEO. For today’s conversation, we focus on one of the latest developments in the case, namely FTX’s attempt to claw back over a billion dollars allegedly misappropriated by Sam Bankman-Fried and other executives. Lending his expertise to our discussion is return guest Richard Squire, a bankruptcy scholar and Professor of Law at Fordham Law School. We talk with Richard about the complexity of the FTX bankruptcy case, what the outcomes will be based on, and how he expects it to play out. Richard gets into the details of what constitutes fraudulent transfers and constructive fraudulent transfers, and how these can be proven in bankruptcy. We also discuss Bankman-Fried’s notoriously lax bookkeeping (and the impact this could have on FTX’s claims), along with Richard’s assessment of what FTX will be able to claw back and how this compares to other high-profile bankruptcy cases. If you’re interested in learning more about the FTX debacle or simply want to geek out on bankruptcy law, then look no further than today’s conversation with Richard Squire!

Key Points From This Episode:

•A recap of the events surrounding FTX’s collapse.

•Why FTX is suing its former CEO, Sam Bankman-Fried.

•What makes the FTX bankruptcy filings so complex.

•An overview of what bankruptcy proceedings typically look like (and how they can vary).

•Why John Ray III was brought in to replace Sam Bankman-Fried as CEO.

•How Sam Bankman-Fried managed (and mismanaged) company funds.

•Insight into FTX’s attempt to claw back over a billion dollars.

•A rundown of the various ways that transfers can be recalled.

•What constitutes a fraudulent transfer and how this can be proven.

•Bankman-Fried’s poorly kept financial records and how it impacts the case.

•Details about FTX’s sister company Alameda Research.

•Payments received by Caroline Ellison; Bankman-Fried’s then-girlfriend and former CEO of Alameda Research.

•The definition of a constructive fraudulent transaction and the evidence required to prove it.

•What to expect of payments made for legitimate goods and services in this case.

•Richard’s assessment of what FTX will be able to claw back for creditors.

•How FTX compares to other high-profile bankruptcy cases.

Links Mentioned in Today’s Episode: 

Richard Squire

FTX Trading Ltd.

Who Is Sam Bankman-Fried?

Fordham University School of Law Corporate Law Center

There is one thing that Vladimir Putin cannot tolerate, and that is betrayal (at least according to his autobiography). So when former Wagner Group leader, Yevgeny Prigozhin, led a short-lived mutiny against the authoritarian Russian president and emerged relatively unscathed, many experts were left wondering what Putin’s long-term retribution strategy would be. After two months of speculation, Putin’s intentions were evidently made clear when Yevgeny Prigozhin was killed in a plane crash that proved fatal to everyone aboard his private jet. In light of these revelations, we’re using today’s show to welcome back Peter Clement, a senior research scholar and adjunct professor at the Columbia School of International and Public Affairs (SIPA) and the Salzmann Institute of War and Peace Studies (SIWPS). Tuning in you’ll hear us pick up where we left off in Episode 21 where we discussed Putin’s corporate takeover of the Wagner Group after Prigozhin’s attempted uprising. Our conversation covers the facts surrounding Prigozhin’s death and investigates the threat he posed to Putin. We examine the factors that contributed to Prigozhin’s growing popularity before dissecting how Putin’s actions continue to undermine any hope for foreign investment (or the removal of sanctions). To hear Peter’s insight on this pivotal moment in Russian current affairs, and how it resonates within the broader political landscape, be sure to tune in!

Key Points From This Episode:

• An update on Yevgeny Prigozhin and the plane crash that caused his death.
• Insight into who else was on the plane; key members within the Wagner Group.
• How these developments are expected to impact the Wagner Group and their operations.
• Why Putin’s apparent retaliation against Prigozhin took two months to take place.
• The one thing Putin cannot tolerate: a betrayal of trust.
• Implications surrounding Prigozhin’s presence in Africa in the weeks leading up to his death.
• Prigozhin’s key error in his mutiny against Putin.
• Social media channels that are critical of the war in Ukraine and Russia’s Ministry of Defense, and how they will be affected by these events.
• Prigozhin’s continued popularity in Russia and the threat this poses to Putin.
• How Putin’s actions undermine the potential for foreign investment or the removal of sanctions.
• The narrative that Putin is trying to push when it comes to Russia and the West.
• Why we will never know the full truth of certain Russian historical events.
• Peter’s final thoughts on Putin’s biggest mistakes.

Links Mentioned in Today’s Episode: 

Peter Clement

Wagner Group

Episode 21: Peter Clement on Putin's Corporate Takeover of the Wagner Group

Amy Martella

Fordham University School of Law Corporate Law Center

Corporate compliance, the notion that businesses must adhere to all applicable laws, regulations, and company policies, is a growing discipline. In this episode, we discuss the ever-increasing focus on corporate compliance with guest Barbara-Ann Boehler. Barbara is the Senior Director of the Program on Corporate Ethics and Compliance at Fordham Law School. She is also an experienced attorney, former compliance officer, and adjunct law professor. In today's conversation, Barbara elaborates on the basics of compliance and shares her thoughts on its growth amidst new regulations. She discusses the importance of compliance buy-in, dealing with the friction between those creating value at the company and compliance officers, and the overall necessity of building a culture of compliance in businesses. To hear more about her thoughts on the challenges between legal and compliance departments and what she thinks about AI and compliance, don’t miss out on this episode!

Key Points From This Episode:
 

•Barbara explains the basics of compliance.

•What falls under a compliance officer's role and where compliance should be reported.

•The three lines of defense at a firm.

•Barbara talks about the growth of compliance.

•Her thoughts on industries or firms, specifically Crypto, that do not have traditional compliance departments.

•The story of FTX and its lack of a risk officer.

•Welcoming regulations as a compliance officer.

•How to get compliance buy-in, and what does not work.

•Dealing with the friction between those creating value for the company and the compliance officers.

•Creating a culture of compliance.

•Compliance failures and examples of commonly found failures.

•The role lawyers play in compliance; when to involve the legal or compliance departments.

•The compliance programs offered at Fordham Law (LLM or MSL).

•Her thoughts on AI and compliance: advantages and disadvantages.

Links Mentioned in Today’s Episode:

Barbara Ann Boehler on LinkedIn

FINRA

ChatGPT

Fordham Compliance Programs

Episode 15 —Christopher Conniff on Corporate Criminal Enforcement

Fordham University School of Law Corporate Law Center

Not all law students go on to practice law. During this episode, we host Brian Koppelman, who took his legal training in a totally different direction. He is the writer, director, producer, and showrunner behind some of pop culture’s most enduring works, including Oceans 13, Rounders, and the hit series Billions. Brian is a podcast host and a Fordham Law graduate who cites his legal experience as incredible fodder for the characters and stories appearing in his film and television work. During this conversation, he shares his perspective on the intrinsic value of legal studies, even for those with no intention to pursue a career in the field. Brian offers an overview of his multifaceted journey to the career he has today, including the process of learning to write for film and the aspects of human nature he finds most fascinating. We touch on abuses of power and the responsibility of the financial sector, before diving into the idea of risk-taking and how it translates in our lives. In closing, Brian encourages listeners to find a career that allows them to work from the part of themselves where they feel most alive. Join us today for something different!

Key Points From This Episode: 

•An introduction to today’s guest, writer, director, and Fordham Law graduate, Brian Koppelman.

•Brian’s experience at Fordham Law and the interactions he had with students there.

•Why he doesn’t consider his time in law school a blip.

•How his experience with ADHD affected his success in the classroom.

•The decision to leave record production to the film industry.

•Why he chose to complete his legal studies even though he knew he wouldn’t use it.

•How Professor Abraham Abramovsky influenced the character of Petrovsky in Rounders.

•Why Brian recommends studying law if you have the opportunity to do so.

•Learning to write for film.

•The areas of law that Brian was most interested in.

•How he became interested in the area of writing about success journeys.

•What motivates success, and how money leads to power and influence.

•Abuses of power and the responsibility of the financial sector.

•Brian’s relationship with risk-taking and how he defines it.

•What industry Brian would have entered if he hadn’t become a writer.

•His advice to find something that allows you to work from the part of you that makes you feel most alive.

•His upcoming work, the final season of Billions.

Links Mentioned in Today’s Episode: 

Brian Koppelman on Instagram

Brian Koppelman on Twitter

Brian Koppelman IMDb

Bernie Madoff Investopedia

David Levien IMDb

The Moment with Brian Koppelman

Fordham University School of Law Corporate Law Center

Getting verified information about current affairs in Russia has become increasingly challenging. Media shutdowns and an over-reliance on difficult-to-access sources mean that even experts are struggling to assess exactly what is going on within the country’s borders. Joining us today to discuss the current state of Russia and Vladimir Putin's corporate takeover of the Wagner group is Peter Clement, a senior research scholar and adjunct professor at the Columbia School of International and Public Affairs (SIPA) and the Saltzman Institute of War and Peace Studies (SIWPS), former CIA Deputy Director, and expert on Russia and Eurasia. We talk with Peter about the origins of the Wagner Group, their uprising in late June of 2023, and the position that Putin currently finds himself in. In our conversation, Peter elaborates on the historical tension between the Wagner Group and the Ministry of Defense, how Putin tried to capitalize on their divisions, and why this strategy backfired. We also discuss the tangled corporate web that Putin helped create, his options for getting a handle on it, and what Wagner Group leader Yevgeny Prigozhin’s role is in all of this. Tune in for expert insights on Putin's Corporate Takeover of the Wagner Group and details on the state of Russian current affairs!

Key Points From This Episode:

•How Peter first developed his interest in Russian history.

•Why it’s so difficult to get accurate information about Russian current affairs.

•The origins of the Wagner Group and what we still don’t know.

•Why it could be argued that the Wagner Group is not a private military company (PMC).

•The close ties that the Wagner Group has to the Russian government.

•An overview of the kind of services provided by the Wagner Group.

•What we know about how the Wagner Group earns money and gets paid.

•Yevgeny Prigozhin and his relationship with Vladimir Putin.

•How Prigozhin earned the nickname “Putin’s chef” and became leader of the Wagner Group.

•The complicated corporate formation of the Wagner Group.

•How the Wagner Group got its name.

•The history of tension between the Wagner Group and the Ministry of Defense.

•Insight into the uprising and why Prigozhin turned on the Kremlin.

•How the illegality of PMCs provides Russia with plausible deniability.

•Putin’s prior success in playing oligarchs and bureaucrats against one another.

•How the Russian government is trying to take control of the Wagner Group.

•An overview of Russia’s deal with Belarusian President, Alexander Lukashenko.

•Factors preventing Putin from getting rid of Prigozhin and the Wagner Group.

•Why Prigozhin’s statements against the war in Ukraine were so radical.

•How these developments could influence Putin’s decisions going forward.

Links Mentioned in Today’s Episode:

Peter Clement

Wagner Group

WSJ Article

Kimberley Marten

‘Putin Met With Mercenary Leaders He Had Called Traitors During Mutiny’

‘Could Putin Lose Power?’

Richard Squire

Amy Martella

We Edit Podcasts

Today we sit down with Joseph Sponholz, Fordham Law alumnus (‘97) and partner at L.E.K. Consulting, to talk about a question applicable to companies of all sizes: how to make the most of the current moment in the corporate landscape. Before taking up his roles as Managing Director, Partner, and Head of Major Capital Projects at L.E.K. in Australia, Joe practiced law in the U.S. where he represented professional sports, and then as a high-level advisor in the business world. Joe shares insights about his career path, current position and location in Sydney, his role as Chairman of the Board of the Oceania Golf Players Association and attendant thoughts on the PGA/LIV golf merger, and reflections on his time and continued involvement at Fordham. As a mentor to law students, Joe dedicates significant energy to developing the next generation of legal minds, and in light of this, we invited one of his mentees, Kasey Lee (Fordham Law ‘24), to sit in with us today too! Press play now to hear from this inspiring wealth of wisdom and experience.

Key Points From This Episode:

•Joe shares what his role as a consultant entails. 

•Why Joe decided to transition from law to the business sphere.

•Advice from Joe regarding finding the right niche to work in.

•Finding the best use of resources and energy within the current economic climate.

•The traits of great leadership and its reliance on a strong team.

•Joe explains how his legal training translates into his work every day.

•Understanding Joe's perspective on what it takes to be an effective legal advisor.

•Professional experiences in Australia, and how the American business world is viewed.

•Some closing thoughts on golf from Joe; the PGA merger, concerns about restrictions on players, and more!

Links Mentioned in Today’s Episode:

Joe Sponholz on LinkedIn

L.E.K. Consulting

Kasey Lee on LinkedIn

Richard Squire

Amy Martella

Fordham University School of Law Corporate Law Center

We Edit Podcasts

Roy Strom began his career as a sports writer, but when he was exposed to the world of legal journalism, he realized that was where he belonged! Growing up in a family of business owners, Roy has always been interested in how businesses run, and today he is the author of Bloomberg’s Big Law Business column, which covers the culture and economics surrounding the business of big law. In this episode, Roy shares an overview of how his career has evolved over time, the changes he has witnessed, his approach to conducting research for his widely-read articles, some of the biggest misconceptions that he held about the field of law prior to becoming so deeply involved with it, and his thoughts on a few of the trends that are currently taking place in the industry.

Key Points From This Episode: 

• Roy’s original career goal and how he ended up becoming a legal journalist.
• An overview of Roy’s career to date.
• The areas of law that Roy focuses his writing on.
• Roy explains how he conducts research for his articles.
• Some of the biggest misconceptions about big law firms.
• The ethics rule currently causing a lot of debate.
• Reasons why lawyers are averse to non-lawyer ownership models.
• The influx of federal judges into big law firms.
• Roy’s thoughts on how AI is likely to impact the legal world.
• What Roy would choose to be if he wasn’t a journalist.

Links Mentioned in Today’s Episode:

Top Quinn Emanuel Partner Starts Over as Traffic Court Judge

Roy Strom on LinkedIn

Big Law Business

Fordham University School of Law Corporate Law Center

Are you ready to geek out on bankruptcy law? In this episode, Brook Gotberg, Professor of Law at BYU Law, joins Amy and Richard to discuss the controversial third-party release that has been granted to the Sackler family (the owners of pharmaceutical company Purdue Pharma) by the Second Circuit Court of Appeals. Brook starts off by explaining the origins of the opioid crisis and Purdue Pharma’s introduction to the market of OxyContin, a drug they claimed had a less than 1% addiction rate. We then delve into what happened as the opioid crisis gripped our nation and that claim was roundly disproved. Brook explains how the Sackler family responded to the increase in litigation against them, the tipping point that led Purdue Pharma to file for bankruptcy in 2019, and the five and a half billion dollar settlement that was agreed upon in court. Brook is an expert in bankruptcy law and this episode will broaden your understanding of third party releases, mass torts, and the Bankruptcy Code.

Key Points From This Episode:

• The controversial practice that forms the focal topic of today’s episode.
• Origins of the opioid crisis.
• The addiction rate of OxyContin.
• Revenue growth Purdue Pharma experience between 1996 and 2010.
• How the Sackler family responded to the litigation against them that exploded from 2008 to 2017.
• Why Purdue Pharma filed for bankruptcy in 2019.
• A key outcome of the Purdue Pharma’s bankruptcy lawsuit.
• Brook explains the technicalities of a third-party release.
• Egregious actions that were undertaken by the Sacklers.
• The initial settlement proposal and how it evolved over time.
• Concerns about hold-outs in bankruptcy cases.
• An overview of the bankruptcy plan.
• Other real world examples of third-party releases in bankruptcy proceedings.
• How the Second Circuit justified granting the Sacklers immunity from future lawsuits.
• Why the majority of claimants agreed to the five-and-a-half billion dollar settlement.
• Exploring why a debtor might be incentivized to include a third-party release in their plan.
• What precedent the Second Circuit based their opinion on.
• A deep dive into the Bankruptcy Code. 
• Amendments to the Bankruptcy Code that Brook recommends.
• Why Brook is sympathetic to using the bankruptcy system as a resolution of mass torts.

Links Mentioned in Today’s Episode:

Brook Gotberg on LinkedIn

Brook Gotberg on Twitter

Richard Squire on LinkedIn

Purdue Pharma

Fordham University School of Law Corporate Law Center

At the 38th American Bar Association National Institute on White Collar Crime, Deputy Attorney General Lisa Monaco remarked that the DOJ will “zealously pursue corporate crime” and “hold wrongdoers accountable, no matter how prominent or powerful they are.” With this, the DOJ ushered in policy changes in prosecuting corporate crime, and today Christopher Conniff joins us to explain these changes. Chris is an experienced trial lawyer and partner at Ropes & Gray where he co-leads the Securities and Futures Enforcement Group. His practice focuses on white-collar criminal defense and securities regulation and he helps his clients navigate investigations in a wide array of areas, from public corruption to criminal antitrust and everything in between. Join us as we unpack some of the new policies to prosecute corporate crime, why the DOJ has put compliance (not punishment) at the heart of these policies, and how companies of all shapes and sizes should respond to them. Does the old adage “an ounce of prevention is worth a pound of cure” ring true? Tune in today to find out!

Key Points From This Episode:

• Some quintessential examples of corporate white-collar crime.
• A look at Chris’ professional background and his work at the US Attorneys' Office.
• Insight into the traditional regime for prosecuting corporate crime.
• Chris’s take on the DOJ’s pilot program regarding compensation incentives and clawbacks.
• The challenge with “box checking” and artificial incentives. 
• Why corporate responsibility is the focus of the DOJ, not punishment.
• Subpoena compliance versus cooperation with it comes to good corporate citizenship.
• How these policy changes confront a historical lack of trust in the government.
• Practical implications of the new DOJ criminal self-disclosure policies.
• Why facts and transparency are critical when the cost of an investigation is a challenge.
• What corporations need to be aware of regarding the use of personal devices.
• How corporations should react to this new set of incentives.
• Why Chris is optimistic about the efficacy of this program.

Links Mentioned in Today’s Episode:

Christopher Conniff

Christopher Conniff on LinkedIn

Ropes & Gray LLP

Fordham University School of Law Corporate Law Center

Today we are joined by internationally renowned equity crowdfunding expert Andrew Schwartz to discuss alternative routes of raising capital outside the typical venture capital model. Andrew is a Professor of Law at the University of Colorado Law School and a prolific writer, with his latest offering his new book, Investment Crowdfunding. In this episode, he gives us a thorough breakdown of what investment crowdfunding is and how it’s changing the investment landscape. He talks us through how one might go about setting up an investment crowdfunding campaign and what the benefits (and potential pitfalls) are of doing so. Andrew shares the three main goals of crowdfunding and explains the difference between standard and liberal crowdfunding models. Tune in to find out why investment crowdfunding is such a significant development for entrepreneurs and investors alike, and how it’s breaking down the barriers of the traditional investment model.

Key Points From This Episode:

•Today’s topic: Investment crowdfunding AKA equity crowdfunding.

•The potential of the investment crowdfunding model to democratize investing as we know it.

•An introduction to equity crowdfunding expert, Andrew Schwartz.

•Andrew explains investment crowdfunding and how it differs from the typical investment model.

•The key rules and legal restrictions of investment crowdfunding.

•How to set up an investment campaign on a crowdfunding platform.

•The difference between current investment crowdfunding and the Kickstarter model.

•Indiegogo’s unique model.

•The synergistic situation of raising funds via investment crowdfunding alongside VC capital.

•The stigma attached to equity crowdfunding in the early days.

•Examples of companies doing parallel fundraising with crowdfunding and VC capital.

•The benefits of the equity crowdfunding model.

•Syndication as a mechanism for governing the crowdfunding market.

•The difference between initial coin offerings and NFTs and investment crowdfunding.

•Andrew explains standard models and liberal models and how they differ.

•The three main goals of investment crowdfunding.

•How crowdfunding benefits groups who have traditionally faced barriers to starting businesses.

•How investment crowdfunding breaks down geographic limitations and biases.

•The potential pitfalls of the investment crowdfunding model.

•Andrew’s predictions for the future of the investment crowdfunding market in the context of recent bank turmoil and crypto bankruptcies.

•The snowball effect of investment crowdfunding.

•What drew Andrew to the equity crowdfunding space.

Links Mentioned in Today’s Episode:

Andrew Schwartz on LinkedIn

Investment Crowdfunding

Wefunder

StartEngine

Republic

Kickstarter

Indiegogo

Snowball Effect

Fordham University School of Law Corporate Law Center