Bite-Sized Business Law

Today, the long-running legal battle over Elon Musk’s Tesla pay package reaches its final chapter. In this episode of Bite-Sized Business Law, Amy Martella is joined by Richard Squire, Professor of Business Law at Fordham and faculty director of the Corporate Law Center, to unpack two pivotal Delaware Supreme Court decisions: ‘Tornetta v. Musk’ and ‘Rutledge v. Clearway Energy Group LLC’. Together, these cases bring the Musk saga to a close while reshaping the broader landscape of Delaware corporate law. The conversation begins with the Chancery Court ruling in ‘Tornetta’ that struck down Musk’s multibillion-dollar pay package and the failed attempt to reinstate it through a second shareholder vote. Richard explains how on appeal, the Delaware Supreme Court took a narrower path, focusing on the remedy sought by plaintiffs rather than the breach of fiduciary duties, ultimately restoring the pay package while awarding only nominal damages. From there, the discussion turns to ‘Rutledge’ and the constitutional challenge to Delaware’s controversial SB21 legislation. The episode explores how the Court upheld the law, what it means for controlling shareholders, and how both decisions reflect the legal and political forces shaping Delaware’s role as the leading jurisdiction for corporate law. Listen in for a clear breakdown of these intertwined cases and what they mean for corporate governance going forward!Key Points From This Episode:‘Tornetta v. Musk’ and the final chapter of the Musk pay package saga.A breakdown of Musk’s Tesla pay package and its extreme performance targets.Why the Chancery Court struck down the package for fiduciary breaches.Explanation of rescission and what it means to rescind an agreement.The second shareholder vote and attempt to ratify the pay package.Why the Chancery Court rejected the second vote as ineffective.How the case reached the Delaware Supreme Court on appeal.The Court’s focus on the remedy sought by the plaintiff.Why rescission was deemed impossible after years of Musk’s work.Outcome: Musk keeps the pay package with only nominal damages awarded.How SB21 created safe harbors for controlling shareholders.‘Rutledge v. Clearway Energy Group LLC’ and its challenge to SB21.Why the Supreme Court upheld SB21 as fully constitutional.How political and economic pressures shape Delaware’s decisions.Insights on SB21’s ambiguity and its broader impact on Delaware law.Reflections on the outcome and questions about fairness and shareholder benefit.Links Mentioned in Today’s Episode:Richard SquireRichard Squire on LinkedInTornetta v. Musk (Supreme Court)Tornetta v. Musk (Chancery Opinion II)Tornetta v. Musk (Chancery Opinion I)Rutledge v. Clearway Energy Group LLCFordham University School of Law Corporate Law Center

Nevada is pushing towards establishing a dedicated business court, and today on the Bite-Sized Business Law Podcast, we welcome law professor and Nevada expert Benjamin Edwards to discuss this new system. You’ll hear all about the structure of the business court in Nevada, what the election cycle looks like, a note on the Nevada Supreme Court Commission, the process of passing a constitutional amendment in Nevada, and so much more! We delve into what makes Nevada’s court system so unique and how it compares to Delaware’s court system before discussing the business judgment rule and how Nevada and Texas differ. Benjamin dispels misunderstandings about Nevada being too business-friendly and then touches on the biggest challenge the state is facing in trying to get this system off the ground. Finally, we talk about why Benjamin sees competition amongst business courts as a good thing. Thanks for listening! Key Points From This Episode:Welcoming Benjamin Edwards to the show. The existing structure of the business court in Nevada. Benjamin explains the election cycle for Nevada judges. The new Nevada Supreme Court Commission and what it does. What passing a constitutional amendment looks like for Nevada. How Nevada’s court differs from the courts in Delaware and Texas. Misunderstanding about Nevada being too business-friendly.The biggest challenge Nevada faces in getting this system off the ground. Benjamin’s thoughts on competition amongst all of the business courts.Links Mentioned in Today’s Episode:Benjamin EdwardsBenjamin Edwards on LinkedInGuzman v. JohnsonFordham University School of Law Corporate Law Center

The Delaware Court of Chancery has never been a hotter topic than it is right now, and today’s guest is on a mission to share the work of the Chancery with the public. Lauren Pringle, editor-in-chief of The Chancery Daily, discusses what her paper does as the premiere legal publication covering the Delaware court system. Lauren and her staff demystify what’s happening in the courts in a way that the general public can digest. In this conversation, you’ll hear all about Lauren’s unusual career path, her decision to join The Chancery Daily, how the paper operates, and so much more. We delve into the drama the paper got swept into during the SB 21 debate, including the fallout from Lauren’s personal testimony, before discussing the concept of equity and why it’s currently under fire. Lauren even shares her thoughts on why Delaware incorporations had a banner year despite the rise of competing business courts in other states. Finally, our guest speaks on the superior expertise, efficiency, and integrity of the Delaware Chancery Court. Thanks for tuning in! Key Points From This Episode:Welcoming The Chancery Daily’s Lauren Pringle to the show. Lauren tells us about her background and unique law school experience. How she ended up at The Chancery Daily and what their mission is. Why they report everything of interest and focus on accuracy over speed. The role the paper played in the SB 21 drama and the fallout from Lauren’s personal testimony. Lauren tells us about why equity is coming under fire at the moment. Thoughts on how Delaware incorporations had such a good year despite fears of “DExit.” The unparalleled expertise, efficiency, and integrity of the Chancery Court. Links Mentioned in Today’s Episode:Lauren Pringle on LinkedInThe Chancery DailyThe Chancery Daily February 17, 2026 Edition‘What Makes the Delaware Court of Chancery Unique’ Delaware SB 21‘An Update on DExit, from the Corporate Census’Fordham University School of Law Corporate Law Center

What happens when one of the world’s largest asset managers decides to hand its proxy voting recommendations process to a robot? In this episode, Michael Levin, corporate governance expert and host of The Shareholder Primacy Podcast, unpacks JPMorgan Asset Management’s decision to stop using renowned proxy advisory firms ISS and Glass Lewis and instead rely on its in-house AI platform, Proxy IQ. Michael explains what proxy advisory firms do, why they are important, and why they face growing criticism from issuers and politicians. He unpacks how trends like ESG backlash, indexing, and “rational apathy” have reshaped institutional voting. Michael also explores what an AI-driven proxy system might do well, where it could fall short, and what this shift could mean for corporate governance and ordinary investors who depend on institutional stewardship. Join the conversation to find out what JPMorgan’s experiment means for the future of proxy advice and what is at stake for investors. Tune in now!Key Points From This Episode:What proxy advisory firms actually do and why they work closely with large asset managers. Learn how ISS and Glass Lewis became influential public companies.Hear about the common criticisms of proxy advisory firms and their one-size-fits-all policies.Assess the costs of proxy advisors for smaller investors and the possible conflicts of interest.How ISS and Glass Lewis recommended Tesla shareholders vote on Elon Musk's compensation package.Unpack Jamie Dimon’s “incompetent” comment about proxy advisory firms. Why JPMorgan Asset Management decided to stop using ISS and Glass Lewis.Understand why proxy firms are currently receiving significant criticism and pushback. Discover how an AI system could apply internal processes and data for voting decisions.Michael’s outlook for proxy advisory firms and whether they will be replaced by AI.The risks associated with institutions' disengagement from voting and stewardship processes.Find out what the current trends mean for retail investors and why Michael still recommends low-cost diversified funds.Links Mentioned in Today’s Episode:Michael LevinMichael Levin on LinkedInThe Shareholder Primacy PodcastInstitutional Shareholder Services (ISS)Glass Lewis Egan-JonesJPMorgan Asset ManagementFordham University School of Law Corporate Law Center

Tomer Stein, a corporate governance and M&A law professor, and Zohar Goshen, a scholar who helped create Israel’s specialized corporate court, discuss specialized business courts. They explore why states create them, how corporate relationships are incomplete contracts, courts as third-party adjudicators, the Business Judgment Rule’s routing role, and how courts must balance specialization with restraint.

Billions of dollars are flowing into a new tax strategy known as ETF swap funds, which critics say allow the ultra-wealthy to avoid capital gains tax, legally. The strategy has drawn attention from lawmakers and some academics for testing the limits of existing tax law. In this episode of Bite-Sized Business Law, host Amy Martella speaks with Jeffrey Colon, a professor at Fordham Law whose research focuses on tax and financial law. Jeff is the author of the forthcoming DePaul Law Review article, ‘The Black Hole of Capital Gains: ETF Swap Funds’, examining how ETF swap funds exploit long-standing provisions of the tax code. The conversation begins with a clear explanation of why ETFs are often more tax-efficient than mutual funds. Jeff then breaks down how Section 852(b)(6) allows ETFs to distribute appreciated securities without triggering tax at the fund level, and how techniques like heartbeat trades magnify that benefit. From there, he explains the rise of Section 351 swap funds, which allow investors with highly appreciated stock to diversify while deferring capital gains. Amy and Jeff close by discussing who benefits from these strategies, why they raise fairness concerns, and what recent proposals from Senator Ron Wyden could mean for future reform. Listen in for a comprehensive look at this consequential tax issue and the questions it raises going forward.Key Points From This Episode:Introducing Jeffrey Colon and his research focus.The billions of dollars flowing into ETF swap funds and why they have drawn scrutiny.How ETFs differ from mutual funds in structure and trading mechanics.Why ETFs are widely viewed as more tax-efficient than mutual funds.Section 852(b)(6) and how it provides an advantage to ETFs.How heartbeat trades move gains out of ETFs without triggering tax.The rise of tax-motivated ETFs over the past year and a half.What Section 351 swap funds are and how they operate.Using swap funds to diversify appreciated stock without selling.Why these strategies primarily benefit ultra-wealthy investors.Concerns about fairness and turning income tax into a consumption tax.Senator Ron Wyden and his proposed legislative responses.IRS limits and why congressional action may be required.Risks to the tax system if ETF swap funds continue to expand.Links Mentioned in Today’s Episode:Jeff ColonJeff Colon on LinkedIn‘The Black Hole of Capital Gains: ETF Swap Funds’Ron WydenFordham University School of Law Corporate Law Center

Corporate statements about race have become commonplace, yet they often deliver far less than they promise. In this episode of Bite-Sized Business Law, host Amy Martella speaks with Atinuke Adediran, Professor of Law at Fordham Law School, about her book Disclosureland: How Corporate Words Constrain Racial Progress. Drawing on research at the intersection of business, law, and society, Professor Adediran examines how corporate disclosures shape public understanding of racial inequality, and how companies frequently treat public statements as a stand-in for real action. The conversation addresses the surge of corporate commitments following the murder of George Floyd in 2020, when companies rapidly issued public statements on racial equity after years of relative silence. Professor Adediran introduces the idea of race-conscious image construction, explaining how companies use these statements to build reputations that benefit them, even when meaningful follow-through is limited. The episode also explores the growing pattern of companies revising or removing earlier commitments amid political and legal pressure, a process Professor Adediran calls race-conscious retraction. She closes by explaining why racial progress cannot rely on corporate speech alone and why stronger oversight and accountability remain essential. Listen to the full conversation for a clear, timely examination of how corporate words can shape and limit racial progress.Key Points From This Episode:What inspired Disclosureland and Professor Adediran’s research into the inauthenticity of corporate language and its impact on racial progress.An overview of the wave of corporate statements after George Floyd’s murder.Examining how rare public disclosures about race were before 2020.The kinds of racial commitments companies began making during this period.Why companies turned to disclosure as a response to public and employee pressure.Defining “race-conscious image construction” and its role in corporate reputation.How racial disclosures can boost reputation without actually changing internal practices.The problem of pledges made without context, history, or measurable grounding.How companies use past statements to block shareholder audits and scrutiny.Introducing “race-conscious retraction” and what it looks like in practice.Political and legal pressures driving companies to revise or erase commitments.How empty commitments and later retraction actively constrain racial progress.Why federal government involvement is essential for accountability and racial progress.Links Mentioned in Today’s Episode:Atinuke AdediranAtinuke Adediran on LinkedInAtinuke Adediran | Fordham Law SchoolDisclosureland: How Corporate Words Constrain Racial ProgressAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

What happens when corporations start to look and act more like states, including jumping into political debates and providing services that we traditionally expect from government? Matteo Gatti, professor of business law at Rutgers Law School, unpacks his new book, Corporate Power and the Politics of Change, the culmination of years studying how business decisions interact with democratic institutions and social movements. Matteo discusses the history of the corporation from early state-serving charters and infrastructure projects to today’s corporate responsibility debates and culture wars. Matteo introduces his concept of “corporate governing” and explains how corporate speech and corporate action now interact with politics and social movements. The conversation also delves 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 governance 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 LinkedInCorporate Power and the Politics of ChangeEuropean Corporate Governance Institute (ECGI)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 LinkedInBenjamin Lawsky in XThe Lawsky GroupNYDIGAmelia Martella on LinkedInFordham 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 LinkedInKathryn Berman on LinkedInLiam Keane on LinkedInLincoln Square Legal Services Inc.Fordham University | Entrepreneurial Law Clinic (ELC)FrameShareCommunitas VenturesAmelia Martella on LinkedInFordham University School of Law Corporate Law Center