Bite-Sized Business Law

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

What happens when corporations start to look and act more like countries? In this episode of the Bite-Sized Business Law Podcast, Amelia Martella sits down with Matteo Gatti, professor of business law at Rutgers Law School, to unpack his new book, Corporate Power and the Politics of Change. Professor Gatti’s work sits at the intersection of corporate governance, capital markets, and public policy, and he has spent years studying how business decisions interact with democratic institutions and social movements. In their conversation, they discuss the history of the corporation from early state-serving charters and infrastructure projects to today’s corporate responsibility debates and culture wars. Professor Gatti introduces his concept of “corporate governing” and explains how corporate speech and corporate action now interact with politics and social movements. They also delve into the incentives and risks for companies that enter into socio-political advocacy, the democratic and institutional costs of relying on corporations to fill public gaps, and why standard corporate governance tools are a poor fit for public governance. Join the conversation to find out what lies ahead for the corporate landscape and what corporate power looks like when companies start acting like countries. Tune in now! Key Points From This Episode: How Professor Gatti became interested in the intersection of corporate power and politics.  The evolution of corporations and the role they played in providing public functions. Hear how a shift in expectations caused companies to engage with socio-economic issues. Learn what “corporate governing” is and the interplay between corporations and government. Key drivers behind the rise in corporate advocacy and the cost of remaining silent. What changes in politics have created a backlash against corporate responsibility. Explore whether corporate governance is good for democracy and public governance. Unpack the undemocratic nature of corporate decision-making and its impact on politics. Why government solutions are more general, stable, and durable than corporate initiatives. His critique of leveraging tools from corporate spheres for solving socio-economic issues. Lessons about the importance of authenticity, stakeholder expectations, and political risk. Professor Gatti’s future outlook and his proposals for revitalizing public governance. Links Mentioned in Today’s Episode: Professor Matteo Gatti  Professor Matteo Gatti on LinkedIn Rutgers Law School European Corporate Governance Institute (ECGI) Corporate Power and the Politics of Change Citizens United Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

Effective regulation is essential for cryptocurrency to develop successfully! Today, we are joined by New York State’s first Superintendent of Financial Services and the CEO of the Lawsky Group, Benjamin Lawsky, to discuss how the regulatory landscape has evolved since the early days of crypto and where he sees Bitcoin heading next. Tuning in, you’ll hear all about Benjamin’s interesting career, how it led him to where he is today, his initial reaction to the concept of the BitLicense, how the regulations were written, and more. We delve into what the BitLicense is and why it’s important before discussing state versus federal regulation and how regulation has become more challenging over time. Benjamin even tells us how he keeps up with an industry that evolves so quickly. Finally, our guest tells us how he sees crypto evolving in the near future. To hear all this and be inspired to always say yes in the early stages of your career, be sure to press play now! Key Points From This Episode: An introduction to today’s guest, Benjamin Lawsky, and an overview of his career.  He tells us what he was doing when the idea of a BitLicense arose and his involvement.  What the BitLicense is, what it does, and the process of writing the regulations.  How the stakes have risen for regulation over time, and state vs. federal regulation.  Benjamin explains how he bridges the expertise void in crypto as a regulator.  Why he loves working with students and the power of always saying yes.  How Benjamin sees cryptocurrency evolving in the near future.  He shares his advice for young lawyers who are interested in this space.  Links Mentioned in Today’s Episode: Benjamin Lawsky on LinkedIn Benjamin Lawsky in X The Lawsky Group NYDIG Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

What does it actually look like when law students become the primary lawyers for real-world startups and mission-driven businesses? In this episode, host Amelia Martella goes behind the scenes of the Entrepreneurial Law Clinic at Fordham Law School to explore how experiential learning prepares students for high-stakes corporate practice while serving New York’s entrepreneurial community. Amelia sits down with Professor Katherine Hughes, director of the Entrepreneurial Law Clinic, and clinic students Kathryn Berman and Liam Keane, who are all currently working with real founders on real legal problems. Together, they delve into what a law clinic is, how the Entrepreneurial Law Clinic differs from traditional litigation-focused offerings, and how corporate and transactional work can be leveraged as a powerful pro bono tool to support low-income and mission-driven organizations. They also explore real-world examples, common startup pitfalls, how the clinic manages client expectations, and Professor Hughes’ approach to supervising students. Join the conversation to hear how the Entrepreneurial Law Clinic is shaping future big-law associates and expanding access to legal support for small businesses. Tune in now! Key Points From This Episode: Discover what a law clinic is and how it supports the entrepreneurial community.  The Entrepreneurial Law Clinic (ELC) at Fordham and what sets it apart from other clinics.  Kathryn and Liam share what drew them to the ELC and how the experience is structured.  Example of how the ELC is helping an entrepreneur to overcome the typical startup pitfalls. Hear about the common challenges and hurdles of working with entrepreneurs and startups. Learn about the expected time horizons and how transitioning students is handled.  Professor Hughes’ approach to teaching students and working with entrepreneurs. How clients are selected and vetted through cold emails, legal services, and incubators. What Professor Hughes finds most rewarding about her pro-bono work and corporate law.  Find out what motivates Professor Hughes and how students benefit from law clinics.  Kathryn and Liam’s biggest takeaways from their time working with Professor Hughes. Links Mentioned in Today’s Episode: Katherine Hughes on LinkedIn Kathryn Berman on LinkedIn Liam Keane on LinkedIn Lincoln Square Legal Services Inc. Fordham University | Entrepreneurial Law Clinic (ELC) FrameShare Communitas Ventures Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

The rise and fall of FTX remains one of the most shocking financial scandals in modern history, and the story is far from over. In this special live episode of Bite-Sized Business Law, host Amy Martella moderates a discussion on FTX, fraud, and the fight for redemption, examining what Sam Bankman-Fried’s ongoing appeal could mean for his legacy and for crypto itself. Joining the panel are Richard Squire, Fordham Law professor and bankruptcy expert; Jennifer Taub, Wayne State Law professor and author on white-collar crime; and Jonathan Jones, Emmy Award-winning investigative journalist with The Center for Investigative Reporting. Together, they revisit how a single tweet triggered FTX’s collapse, the governance failures that let it happen, and the overlapping bankruptcy and criminal cases that followed. The panel then unpacks Bankman-Fried’s appeal, including claims of judicial bias, mishandled evidence, and a defense arguing he acted in good faith, believing no one would lose money in the long term. Closing with lessons for investors, lawyers, and regulators alike, the conversation explores whether redemption is possible when trust and billions of dollars have been “lost.” Tune in for a sharp, timely look at the legal and moral fallout of the FTX saga. Key Points From This Episode: Jonathan’s reporting on Bankman-Fried and what prompted his investigations. How and why FTX entered bankruptcy under the guidance of Sullivan & Cromwell. An outline of Bankman-Fried’s indictment, trial, and 25-year sentence. Understanding the overlap between FTX’s bankruptcy and criminal case. How to distinguish ordinary Chapter 11 filings from bankruptcies spurred by criminal activity. Details of Bankman-Fried’s appeal, including claims of judicial bias and excluded evidence. Unpacking whether prosecutors moved too fast before bankruptcy losses were known. A breakdown of the “good faith” defense: Bankman-Fried’s claim he meant no harm. Examining Sullivan & Cromwell’s dual role at FTX and potential conflicts of interest. Debating whether this could have been a governance scandal rather than criminal fraud. Crypto asset valuations and repayment timing in a bankruptcy case. The costs of bankruptcy and who profits when companies collapse. Lessons from FTX: buyer beware, demand oversight, and don’t invest based on the vibe. Audience Q&A: exploring political influence and crypto’s regulatory future. Links Mentioned in Today’s Episode: Richard Squire Richard Squire on LinkedIn Jonathan Jones Jonathan Jones on LinkedIn Jennifer Taub Jennifer Taub at Wayne State Law Jennifer Taub on LinkedIn ‘FTX’d: Conflicting Public and Private Interests in Chapter 11’ The Dual State The Secret Story of FTX's Rise and Ruin Part I, Reveal Podcast The Secret Story of FTX's Rise and Ruin, Part II Amelia Martella on LinkedIn

Should we still be referring to corporate directors and officers as fiduciaries? During this episode, we challenge one of the bedrock assumptions of corporate law: that corporate officers and directors act as fiduciaries. Turns out they don’t, according to today’s guest. Their decisions, protected by the business judgment rule, made with limited liability and free to contract around, reflect something closer to discretion than duty. Marc Steinberg, the Rupert and Lilian Radford Chair in Law at SMU Dedman School of Law, proposes replacing the term “corporate fiduciaries” with “corporate discretionaries.” Why does it matter? Marc’s new book, Discretionaries Not Fiduciaries, explains why and shares a wealth of knowledge about the relationship between labels and standards in our legal system today.  Key Points From This Episode: What inspired Marc to write his latest book, published with Oxford University Press. The history of the term “fiduciary” and why director standards have become so relaxed.  How exculpation statutes were born and what they necessitate. Why a higher degree of misconduct is required to hold a director liable for gross negligence than to convict someone of criminal negligence in Delaware.  What led Marc to start using the word ‘discretionaries’ and how he hopes it will be used. The implications of this label shift. Why the current legislation is so permissive and why this is a problem. How the SB21 saga has reinforced his views. The business judgment rule and the neutrality of AI board members. Other examples of where we are mislabeling concepts in the law. Links Mentioned in Today’s Episode: Marc Steinberg Marc Steinberg on LinkedIn Marc Steinberg Google Scholar Corporate Director and Officer Liability Rethinking Securities Law American Book Fest Marc Steinberg Books Fordham University School of Law Corporate Law Center

Challenging the long-established bedrock of U.S. financial regulation, a proposed rule change to shift public companies from mandatory quarterly reporting to a semiannual schedule has reignited a critical debate over corporate efficiency, investor demands, and the core philosophy of corporate governance. Is this the end of quarterly reporting? Joining host Amy Martella once again is James (Jim) Park, professor of law and the director of community quality and justice at UCLA Law School. In his previous appearance, they discussed his book The Valuation Treadmill. Today, he returns to share insights on President Trump’s suggestion to shift away from quarterly reporting and what it means for corporate America. He unpacks the SEC rules that mandate reporting, breaks down the proposal—including how President Trump came to support it—and explores the key arguments from its supporters. They also discuss the potential benefits and drawbacks, why the SEC should consider retail investors’ perspectives, and how reporting practices in other countries compare to the U.S. For more on the shift away from quarterly reporting, including whether moving from four reports to two is truly significant, and Jim’s take on what the Trump administration might gain, be sure to listen in! Key Points From This Episode: Jim unpacks quarterly reporting and the rule and/or regulation that requires it. Breaking down quarterly reports: earnings, projections, and forecasts. Jim’s insights on what changed the appetite for annual reporting. The ins and outs of President Trump's new proposal and how he got the idea. Proposal supporters and the argument for why it should go through. Potential benefits to investors under a reduced reporting model. The drawbacks and challenges critics are highlighting.  Jim’s thoughts on why the SEC should consider listening to retail investor arguments. Is the move from four to two times a year really that meaningful? How other countries handle reporting: transparency, information, and stakeholders. What’s in it, politically, for the Trump administration: reducing the role of government with respect to regulation. Links Mentioned in Today’s Episode: James (Jim) Park on LinkedIn The Valuation Treadmill U.S. Securities and Exchange Commission (SEC) Paul Atkins President Donald J. Trump on X Securities Exchange Act of 1934 Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

Index funds may seem like a no-brainer today, but they were once dismissed as boring and even reckless. In this episode of Bite-Sized Business Law, host Amy Martella is joined by Robin Wigglesworth, global financial correspondent for the Financial Times, where he serves as the editor of Alphaville, and author of Trillions, to trace the unlikely rise of passive investing and what its future holds. Robin recounts how renegade academics and innovators built the first index funds, challenged Wall Street orthodoxy, and sparked a quiet revolution that democratized investing. He brings to life colorful characters like Jack Bogle and Mac McQuown, whose stubborn determination made indexing mainstream. The conversation then turns to today’s challenges, from the explosion of ETFs to the concentration of corporate power among the “Big Three” asset managers. Robin also shares his views on ESG, shareholder activism, and the risks of over-financialization. He offers a preview of his upcoming book, The Greatest Show on Earth, which explores the overlooked but powerful history of the bond market. Listen in for a fascinating journey through the past, present, and future of investing! Key Points From This Episode: Some background on Robin and how he became a financial reporter. Why he wrote Trillions and how index funds became “the water” of investing. The first index funds and the academics who proved that active managers underperform. How figures like Mac McQuown and Jack Bogle made indexing mainstream. The role of Boston, Chicago, and San Francisco in the indexing story. Personal reflections on Jack Bogle: his drive, and his complicated legacy. Today’s indexing challenges: ETF proliferation and the blurred line between active and passive. Concerns about power concentration among Vanguard, BlackRock, and State Street. The debate over ESG, shareholder activism, and symbolic divestment. Why index funds still beat most active managers in the long run. Human nature and why many investors still choose active management. An overview of Warren Buffett and his lasting legacy. Robin’s thoughts on AI, systematic strategies, and the future of markets. A sneak peek at Robin’s next book, The Greatest Show on Earth, on the 1,000-year history of the bond market. Links Mentioned in Today’s Episode: Robin Wigglesworth Robin Wigglesworth on LinkedIn Trillions The Greatest Show on Earth Financial Times | Alphaville Fordham University School of Law Corporate Law Center

It’s been 15 years since the Dodd-Frank Act reshaped financial regulation in the aftermath of the 2008 financial crisis. Among its most impactful legacies are its whistleblower protections.  Joining us to explore this topic is Dave Jochnowitz, a Partner at Outten & Golden and the Co-Chair of the firm’s Whistleblower and Retaliation Practice group. He is a frequent writer, speaker, and contributor to the Whistleblower community. During this conversation, we trace the evolution of whistleblower laws from early protections to the False Claims Act, the Dodd-Frank SCC Whistleblower program, and examine how legal safeguards have expanded and been challenged over time. We also discuss what the future may hold for whistleblowers under this administration’s shifting political priorities. Join us as we dissect the history, current realities, and future of whistleblowing and retaliation, with a focus on how those who speak up continue to be protected. Key Points From This Episode: An introduction to how the Dodd-Frank Act reshaped financial regulation and its enduring legacies. Partner at Outten & Golden, Dave Jochnowitz, speaks to his history with the whistleblower community.  Where whistleblowing deviates from employment law. The industries where whistleblowing is most prevalent. Whistleblowing and whistleblower protection history in the United States and beyond. How the SEC Whistleblower program took a different approach and why this was beneficial. Legal requirements for tips.  Why there is omnipartisan support for whistleblowing. Thoughts on DOJ lawyer Erez Reuveni’s misconduct. The difference between whistleblowing and promoting a culture of suspicion.  How the District Court distinguishes between when the government intervenes and when it does not.  Whistleblowing and retaliation in the age of AI.  Links Mentioned in Today’s Episode: Dave Jochnowitz on LinkedIn Outten & Golden on LinkedIn Outten & Golden Fordham University School of Law Corporate Law Center

Should profit be part of the calculation in developing safe AI? The future of artificial general intelligence (“AGI”) hinges on how well we balance innovation with safety. In this episode, Tyler Whitmer, founder, president, and CEO of Legal Advocates for Safe Science and Technology (LASST), talks about his work to protect OpenAI’s original mission to ensure AGI is safe and benefits all of humanity. Drawing on his background as a commercial litigator and nonprofit leader, Tyler explains why OpenAI’s unique corporate structure was designed to safeguard against profit motives and how a proposed restructuring could weaken those protections. He outlines the legal and ethical risks of shifting control away from the nonprofit, the coalition effort that led to an open letter to California and Delaware attorneys general, and what changes are still needed to keep mission ahead of money. The conversation also explores broader concerns about the democratization of harmful technologies, the role of legal advocacy in tech safety, and advice for lawyers who want to work in this critical space. Listen in for a timely look at the intersection between law, technology, and the public interest! Key Points From This Episode: Tyler’s path from partner at Quinn Emanuel to nonprofit AI safety advocate. The founding of LASST to address potential catastrophic tech risks through legal advocacy. How LASST uses litigation tracking and amicus briefs to influence court decisions. OpenAI’s charitable mission as a 501(c)(3) to ensure AGI is safe and benefits all of humanity. An outline of the concerns over OpenAI’s shift from mission-focused to profit-driven goals. What makes OpenAI’s original nonprofit-over-for-profit structure so unique. Details of the proposed restructuring and its potential mission risks. A breakdown of the open letter urging AGs to protect OpenAI’s charitable mission. Unpacking legal concerns for restructuring under California law and Delaware fiduciary duty. How OpenAI has revised its plans and the remaining questions on control and safeguards. Risks of removing investor return caps, including weakening mission enforceability. Tyler’s optimism about AI’s benefits, alongside concerns over its potential for grave harm. Advice for young lawyers entering the evolving AI and legal landscape. Links Mentioned in Today’s Episode: Tyler Whitmer Tyler Whitmer on LinkedIn Legal Advocates for Safe Science and Technology (LASST) Encode Encode Amicus Brief 'Not for Private Gain: An Open Letter to OpenAI' | April 2025 'Not for Private Gain: An Open Letter to OpenAI Update' | May 2025 Fordham University School of Law Corporate Law Center

What happens when a high-stakes legal case collides with tragedy, headlines, and the film industry? In this episode of Bite-Sized Business Law, Melina Spadone, General Counsel at Thomasville Pictures and lead counsel for the Alec Baldwin film Rust, shares how she was unexpectedly thrust into one of the most publicized lawsuits in recent memory following the accidental on-set shooting that killed cinematographer Halyna Hutchins and sparked national outrage. From managing fractured legal teams and negotiating settlements to handling crisis PR and even editing the film’s trailer, Melina recounts how her unconventional career path and ability to navigate complexity positioned her to lead with strategy and empathy. She reflects on the power of being underestimated, the value of trusting her instincts, and the unexpected ways that her background (from M&A law to parenting) prepared her for the moment. Tune in to find out how creative thinking, empathy, and fearless leadership helped navigate one of the most sensitive lawsuits in Hollywood, and why Melina believes every twist in her unconventional career led her exactly where she was meant to be! Key Points From This Episode: How Melina’s eclectic law school experience shaped her career philosophy. The case for being a jack of all trades and embracing unpredictability. Insight into the unexpected way Melina became lead counsel on the Rust case. Strategic leadership across litigation, OSHA, insurance, and PR in a crisis. Treating a movie as a distressed asset in legal negotiations. Honoring Halyna Hutchins through movie completion and awards consideration. Ways that Melina’s varied career experience and personal background prepared her for this case. Why being underestimated is a secret weapon. Lessons in self-trust, advocacy, and client-centered lawyering. Beyond the headlines: financing and completing Rust post-settlement. Thoughts on Trump’s proposed film tariffs. How AI and cost are shaping the future of independent film. Links Mentioned in Today’s Episode: Melina Spadone Thomasville Pictures Rust Trailer Rust on Amazon Prime Rust on Apple TV Room to Grow The Metropolitan Opera Fordham Follies Fordham University School of Law Corporate Law Center

The U.S. just added another $5 trillion to its borrowing capacity, thanks to President Trump’s new bill. While this move may ease short-term pressure, it raises deeper questions about debt, inflation, and economic stability. In this episode we welcome back Richard Squire, Professor of Business Law at Fordham Law School and faculty director of the Corporate Law Center, to unpack the deeper implications of the “One Big Beautiful Bill Act”. We explore how the U.S. deficit ballooned to over 100% of GDP, and why that’s especially troubling in a country with considerably lower tax revenue than its peers. Richard explains the Federal Reserve’s evolving role in managing inflation, the politics of interest on bank reserves, and why Senator Ted Cruz’s proposal to stop those payments could trigger runaway inflation. From fiat currency to the hidden mechanics of debt monetization, Richard offers a sharp, accessible breakdown of the forces shaping America’s fiscal future. He also explains who stands to bear the costs. Tune in for an eye-opening look at the choices that will define the decades ahead. Key Points From This Episode: The “One Big Beautiful Bill Act”: How it will impact spending, taxes, and the deficit. How the US’s national debt compares to other developed countries. Why the US has an increasingly high deficit despite relatively low government spending. The role of low tax revenue in fueling the national debt. Why the Fed pays interest on bank reserves and how it helps fight inflation. Senator Cruz’s proposal and why it could trigger massive inflation. Debating a possible alternative fix to redirect income back to the Treasury. The politics of debt monetization and its hidden economic implications. Why the US is unlikely to default on debt issued in its own fiat currency. The economic tradeoffs between inflation, taxes, spending cuts, borrowing, and defaulting. Who suffers most from hyperinflation: younger adults, poorer populations, and future generations. Unpacking interest rates, tariffs, and the outlook for future inflation. A brief look at Wall Street’s reaction to debt growth and policy uncertainty. Links Mentioned in Today’s Episode: Richard Squire Richard Squire on LinkedIn Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

Is American democracy starting to look more like corporate governance? In this episode we unpack the ways in which the language and logic of the boardroom are reshaping our political system to understand what happens when citizens are treated like shareholders and politicians act more like CEOs. Legal scholars Sarah Haan (Brooklyn Law School), Sergio Alberto Gramitto Ricci (Hofstra Law School), and Christina Sautter (SMU Dedman School of Law) explore the tangled history and present-day stakes of shareholder participation, corporate power, and regulatory capture. Join us as we trace how corporate governance evolved from a participatory ideal to a system that actively discourages engagement, especially when women became the dominant shareholder class. Together, we explore Prof. Ricci’s ‘Vitruvian Shareholder’ and ‘Total Governance’ frameworks, Prof. Sautter’s deep dive into corporate law’s origins in 19th-century New Jersey, and Prof. Haan’s compelling argument that corporate democracy is shaping political authoritarianism in real time. Tune in for a timely conversation on the hidden mechanics of power and the future of democratic participation in corporations and beyond! Key Points From This Episode: How corporations shape our lives, even if we don’t play the stock market. Corporations as participatory systems: should we all be engaging? 'The Vitruvian Shareholder’ and balancing profit with values. ‘Total Governance’ and why shareholder activism is possible (and necessary). Shareholder passivity: how it evolved and why it matters. How corporate meetings have been designed to discourage participation. Gender, power, and the architecture of apathy. From robber barons to Delaware: the origins of regulatory capture. History repeating itself: how today’s shareholder laws mirror 1900s politics. Reasons that shareholder apathy is becoming increasingly inexcusable. How corporate power dynamics spill over into other spheres of civic life. The real model for authoritarian elections: corporate America. Insight into the dangers of modeling political democracy on corporate rule. What is so misleading about the term “shareholder democracy”. Founding the Center for Retail Investors & Corporate Inclusion. Gen Z voters and the retail investor revolution. Cautious optimism for corporate and civic changemakers. Links Mentioned in Today’s Episode: Sarah Haan Sergio Alberto Gramitto Ricci Christina Sautter Sarah Haan on LinkedIn Sarah Haan on X Sergio Alberto Gramitto Ricci on LinkedIn Sergio Alberto Gramitto Ricci on X Christina Sautter on LinkedIn Christina Sautter on X ‘Archeology, Language, and Nature of Business Corporations’ ‘The Vitruvian Shareholder’ ‘Total Governance’ ‘The Pathology of Passivity: Shareholder Passivity as a False Narrative in Corporate Law, in Hidden Fallacies in Corporate Law and Financial Regulation’

Can a CEO be too big to fail? In this episode of Bite-Sized Business Law, we dive into the volatility, legal wrangling, and power dynamics surrounding Elon Musk and Tesla with Ann Lipton, a leading scholar in corporate governance and business law and the Laurence W. DeMuth Chair of Business Law at the University of Colorado Law School. As Tesla’s stock swings wildly, Ann unpacks why Musk’s leadership is both the company’s greatest asset and its biggest liability. We explore the limits of shareholder power, the high-stakes Tornetta compensation case, and the board’s passive stance amid Musk’s increasingly controversial behavior, including his public spat and attempted reconciliation with President Donald Trump. From legal blind spots to governance breakdowns, this episode offers a timely look at how personality, politics, and corporate law collide in today’s markets. To hear what’s next for Tesla (and what it reveals about the future of corporate leadership), tune in today! Key Points From This Episode: From civil rights dreams to securities law reality: Ann’s professional journey. Tesla’s rollercoaster stock volatility explained. Why Musk’s recent political antics spooked shareholders. The board can’t fire him, but can they rein him in? What CEO compensation packages are really for. Signs that the Tesla board is too close to Musk. The next pay package: a major test of board independence. Legal hurdles blocking shareholder lawsuits. How Tesla’s move to Texas weakens corporate accountability. Ways that Musk’s split focus puts Tesla’s future on the line. One CEO running multiple companies: a governance nightmare! Robo-taxis, hype, and the risks of reckless innovation. Links Mentioned in Today’s Episode: Ann Lipton Ann Lipton Blog Shareholder Primacy Podcast 'The Legitimation of Shareholder Primacy' Ann Lipton on LinkedIn Ann Lipton on Bluesky Fordham University School of Law Corporate Law Center

Delaware may still be the gold standard for corporate law, but the Lone Star State is stepping up. In this episode, we explore how Texas is positioning itself as a serious alternative for corporate litigation and incorporation, as companies increasingly reconsider Delaware. Joining us is Michael Holmes, head of litigation at Vinson & Elkins and Vice Chair of the firm, whose practice spans both Texas and the Delaware Court of Chancery. Michael explains how recent legislative changes like SB21 have opened the door for states like Texas to compete, and how Texas is responding with its own business court system. He outlines key structural differences, including jurisdictional thresholds, term limits for judges, and early-stage rulings on director disinterestedness. The conversation covers whether Texas can replicate Delaware’s speed and infrastructure, and why its sheer size may complicate efforts to match Delaware’s efficiency. Michael also reflects on Texas’s emerging legal identity and what it might take to develop a meaningful body of state corporate law. Tune in to learn how Texas is carving out its place in the corporate litigation landscape and what that means for the future of business law! Key Points From This Episode: Some background on Michael Holmes, his career, and how he came to work in litigation. How Texas is positioning itself as a challenger to Delaware for corporate litigation. Michael’s experience litigating in both Delaware and Texas courts. How SB21 could shift litigation dynamics for representative matters. Reflections on adaptability by the plaintiff’s bar and potential new litigation trends. Thoughts on the Dropbox constitutional challenge to SB21. An overview of the new Texas Business Court and how it is structured. Key differences between Texas and Delaware in jurisdiction and judicial terms. Pros and cons of two-year judicial terms in Texas business courts. How Texas is differentiating itself from Delaware and other options, like Nevada. Unpacking whether a large state like Texas can match Delaware’s speed and efficiency. Thoughts on how courts will interpret and develop new statutory frameworks. Why Texas and Delaware may coexist rather than compete exclusively. Links Mentioned in Today’s Episode: Michael Holmes Michael Holmes on LinkedIn Vinson & Elkins Fordham University School of Law Corporate Law Center

When global cartel collusion enters the equation, the best friend a CEO can have is a preeminent lawyer on the frontlines of competition law. Enter John Terzaken, global co-chair of the Antitrust and Trade Regulation Practice at Simpson Thacher and former Director of Criminal Enforcement of the DOJ’s Antitrust Division. With decades of experience navigating the complexities of antitrust enforcement, John breaks down how shifts in political direction between the Biden and Trump administrations affect corporate behavior, enforcement strategies, and legal priorities. He shares insights into the psychology behind collusion, the rise of algorithmic pricing as a legal gray zone, and the changing role of non-compete agreements in the American workforce. Whether you’re a law student, a corporate executive, or just curious about how antitrust enforcement shapes the marketplace, tune in for an expert’s perspective on where US competition law is headed and how businesses can stay compliant in a volatile legal environment! Key Points From This Episode: John’s journey into the antitrust space via the DOJ. Why cartel law targets corporations, not mobsters. How antitrust cases evolve into broader white-collar crime. Unforgettable cases: from criminal trials to a client testifying against his own brother. Algorithmic pricing and AI-driven collusion under Trump. Reasons that consumer goods like eggs and milk will always be in the competition spotlight. Why political winds don’t affect antitrust and competition law as much as other areas. Antitrust enforcement: legal contrasts and common ground between Biden and Trump. How DEI and ESG policies are facing antitrust scrutiny under the Trump administration. What the future holds for non-compete agreements. Why clarity in the law benefits both business and consumers. Understanding the human psychology behind collusion. The global, high-stakes career that antitrust law offers (and how to navigate it). Links Mentioned in Today’s Episode: John Terzaken Simpson Thacher & Bartlett LLP John Terzaken on LinkedIn The Paramount Case Study and a Look at Where We Are Headed with Antitrust Enforcement Antitrust Perspectives on the Kroger-Albertsons Merger Fordham University School of Law Corporate Law Center

What does it take to catch a fraudster? In this episode of Bite-Sized Business Law, we explore the world of Certified Fraud Examiners (CFEs), the experts who investigate wrongdoing across corporations, government agencies, and beyond. Our guest is John Gill, President of the Association of Certified Fraud Examiners (ACFE), who began his journey with the organization over 30 years ago as general counsel. A global authority on fraud prevention, John has trained Fortune 500 companies, advised governments, and taught on six continents. He breaks down the three major types of occupational fraud (asset misappropriation, corruption, and financial statement fraud) and shares real-world cases that reveal just how easily internal controls can fail. From employees wiring millions to their personal accounts to fake audit reports going unquestioned, John shows how fraud often thrives on trust, opportunity, and rationalization. He also unpacks how AI is being used in the fight against fraud and what kind of mindset makes a great CFE. Tune in to learn how CFEs help safeguard financial integrity, and what it really takes to spot the red flags before it’s too late! Key Points From This Episode: John Gill shares his path from law school to leading the ACFE. How a love of consumer protection led John to fraud prevention. Ways that CFEs think like detectives and spot red flags that others overlook. What led to the founding of the ACFE in the late 1980s. A breakdown of the three major types of occupational fraud. How 5% of revenue is lost annually to occupational fraud. Real-world cases: $22M stolen from Citigroup and $9M from ING with minimal oversight. The importance of internal controls and how they often fail. Why first-time fraudsters rarely stop at just one offense. What drives fraud: pressure, opportunity, and rationalization. How fraudsters exploit weak audit processes and personal trust. The use of cryptocurrency in laundering stolen funds. AI’s growing role in fraud detection and its limitations. Key traits that make someone well-suited to become a CFE. Why CFEs often face resistance, even inside their own organizations. Reflections on the global mission to detect and prevent fraud, from Arkansas to Dubai. Links Mentioned in Today’s Episode: Association of Certified Fraud Examiners (ACFE) John Gill John Gill on LinkedIn Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

The controversy surrounding Delaware’s Senate Bill 21 (SB21) is far from over. In this episode, we examine a major new legal challenge that raises fundamental questions about the democratic process and the enduring power of Delaware’s Court of Chancery. Joining us is Anthony Rickey, founding partner of Margrave Law, whose boutique practice centers on fiduciary duties and shareholder litigation. With his perspective from the front lines, Anthony offers valuable insight into what the Dropbox dispute means for Delaware’s future. He explains the constitutional questions at the heart of the case and why it’s difficult to predict how it will all play out. He also shares why he believes Delaware’s position in corporate law remains strong, highlighting its unmatched legal infrastructure and speed in resolving complex cases. Anthony looks ahead to what might come next in Delaware litigation and what competing states are doing to attract new incorporations. Tune in to learn what this most recent legal showdown reveals about the future of corporate governance in Delaware! Key Points From This Episode: Background and context for the debate leading up to SB21. Ways that Delaware creates incentives for creative litigation and its effects. Why an overproduction of corporate law results in excessive litigation. Dropbox's announcement to leave Delaware and reincorporate in Nevada. How their departure was challenged and how this raises a constitutional challenge to SB21. Factoring in the centuries-old equitable power of Delaware’s Court of Chancery. Unpacking the long-term consequences of SB21 for Delaware. Why Anthony remains confident in Delaware’s appeal despite current legal uncertainty. Delaware’s unique “superpower” in resolving disputes: speed. A detailed example of expedited litigation in Martin Marietta, Inc. v. Vulcan Materials. Some of the top advantages that keep Delaware competitive. Predictions for the future of SB21 and Chancery litigation. How states like Texas and Nevada are branding their corporate laws. Links Mentioned in Today’s Episode: Anthony Rickey Anthony Rickey on LinkedIn Anthony Rickey on X Margrave Law ‘Delaware’s Superpower’ Martin Marietta, Inc v. Vulcan Materials ‘Texas is Disrupting Delaware’s Dominance through Innovation’ E63: The Devil in the Details in the Delaware Debate over SB21 Amelia Martella on LinkedIn Fordham University School of Law Corporate Law Center

No one goes to law school to become a psychologist, yet every lawyer eventually faces deeply human questions. Why is my client making this decision? What do they really need from me? How will this advice land? In this episode of Bite-Sized Business Law, we explore how behavioral science can help answer those questions with guest Nitish Upadhyaya, Director of Behavioral Insights at Ropes & Gray. Nitish leads the firm’s award-winning Insights Lab, where he transforms insights from behavioral science and human-centered design into actionable legal strategies. In our conversation, Nitish shares why traditional legal tools often fall short of changing behavior and how understanding context, culture, and bias can lead to better outcomes. He challenges surface-level approaches to compliance, reframes what it means to “do the right thing,” and explains why open dialogue must be designed, not just encouraged. We also get a look at his innovative new course at Fordham, which brings behavioral insights to professionals across law and compliance by connecting academic rigor with real-world applications. To learn how a more human approach to law can lead to smarter, more sustainable decisions, don’t miss this episode! Key Points From This Episode: Nitish’s law background and his path to becoming Director of Behavioral Insights. An overview of the Insights Lab at Ropes & Gray and the specifics of their role. How they help clients balance compliance with risk management, growth, and innovation. The shift that Nitish has seen in how law schools incorporate teaching human behavior. How taking inspiration from other fields benefits the legal world. The term “culture of compliance” and how your environment impacts decision-making. Insights from behavioral science on how to motivate people to do the right thing. What it means to engage in open dialogue and how to create the mechanisms for it. Why encouraging junior team members to speak up matters and how it can drive real impact. Details on the course that Nitish is developing for Fordham Law School. How his course helps bridge the gap between academic insights and practical use. Insights on approaching human behavioral science in different global, cultural contexts. Why generative AI doesn’t diminish the value of understanding human behavior. Links Mentioned in Today’s Episode: Nitish Upadhyaya Nitish Upadhyaya on LinkedIn Nitish's Podcast: Culture & Compliance Chronicles Dave Snowden on abductive reasoning and AI versus human capability (AC Ep 24) The Behavioral Code: The Hidden Ways the Law Makes Us Better or Worse Amy Martella on LinkedIn Fordham University School of Law Corporate Law Center

With each new administration, businesses brace for shifts in antitrust enforcement. What’s changing now, and what’s next? In this episode, we examine the current landscape and future trends. To break it all down, we’re joined by Stephen Fishbein, a leading trial lawyer and partner at A&O Shearman in New York City, who has tackled some of the biggest antitrust cases in recent history. As a case study, we examine the 2022 trial in which the Department of Justice (DoJ) sought to block the merger between Simon & Schuster and Penguin Random House, which at the time was the largest publishing company in the US and internationally. Stephen discusses his experience representing Simon & Schuster and its parent company, Paramount, and the factors that ultimately determined the outcome of the case. He breaks down key disputes, from how advances paid to authors affect competition to arguing what the market will look like in the future. We also discuss the interesting developments for Simon & Schuster after the deal was called off, the concept of commodifying a societal good, and what to expect when it comes to the new Trump administration’s approach to antitrust. For a fascinating look inside the publishing industry and the past, present, and future of antitrust, be sure to tune in! Key Points From This Episode: Some background on guest Stephen Fishbein and his career in antitrust. The attempted 2022 merger between Simon & Schuster and Penguin Random House. Stephen’s role representing Simon & Schuster and its parent company, Paramount. An overview of the publishing landscape and the “Big Five” publishing houses. Why the Department of Justice (DoJ) wanted to block this merger. Details of the Clayton Act and the role it plays in antitrust cases. The definition of monopsony and how it is relevant in this case. A breakdown of the central disputes of the case. The competitive role that advances paid to authors play in competition. Why defining the relevant market is critical to antitrust cases, and this one in particular. Asking what the market will look like in the future and why it was a key dispute in the case. The outcome of the case and why the decision was sealed for a time (and partially redacted). How the trial dealt with confidential information in the case. What happened to Simon & Schuster after the deal was called off. Insights into the concept of commodifying a societal good. What to expect from antitrust enforcement with the new Trump administration. Links Mentioned in Today’s Episode: Stephen Fishbein Stephen Fishbein on LinkedIn A&O Shearman Inside Insider Trading with Stephen Fishbein Amelia Martella on LinkedIn Richard Squire on LinkedIn Fordham University School of Law Corporate Law Center