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We begin by discussing the recent reassessment decision in the Court of Chancery, as well as some meta-discussion about how people have been discussing reassessment. Then, reviewing the historic election of Zohran Mamdani as mayor of New York City.Show Notes:New Castle County tax bills coming after judge denies landlord lawsuitZohran Victory SpeechObama's Lost Army
Akin is excited to announce the launch of our three-part, limited series podcast, The Business Court Benches: Delaware and Texas Compared. This topical series, co-hosted by Akin litigation partners Scott Barnard and Stephanie Lindemuth, will dive into the bold steps Texas has taken to rival Delaware as the go-to jurisdiction for corporate litigation. Our first episode, "'DExit' or Just Drama? The Future of Delaware and 'Y'all Street," explores the historical significance of the Delaware Court of Chancery, recent shifts in corporate law jurisprudence and the emerging competition from Texas's new business courts. Over the coming weeks, stay tuned as we provide in-depth analyses and insights that will help you navigate this evolving landscape.
Understanding the Corporate Entity: A Deep Dive into Business LawThis conversation delves into the essential concepts of corporate law, focusing on the formation, governance, and legal implications of corporations. It highlights the significance of limited liability, the role of state law, particularly Delaware's influence, and the responsibilities of promoters. The discussion also covers the critical doctrines surrounding corporate existence, the piercing of the corporate veil, and the importance of maintaining corporate formalities. Key cases and concepts are recapped to provide a comprehensive understanding for law students preparing for exams.Introduction: Imagine a world where businesses operate without the safety net of limited liability. This is the reality that corporate law seeks to address, providing a framework that balances risk and reward. In this post, we explore the intricate world of corporate entities, drawing insights from a comprehensive lecture on the subject.The Four Pillars of Corporate Law:Separate Legal Personality: Corporations are distinct from their owners, allowing them to own property, sue, and be sued in their own name. Limited Liability: Shareholders' risks are limited to their investment, encouraging more significant capital pooling. Perpetual Existence: Unlike partnerships, corporations endure beyond the lives of their founders, ensuring continuity. Centralized Management: Shareholders elect a board of directors to manage the corporation, separating ownership from control.The Delaware Advantage: Delaware's corporate law is renowned for its flexibility and management-friendly statutes, making it a preferred choice for incorporation. The state's specialized Court of Chancery provides a predictable legal environment, attracting businesses worldwide.Piercing the Corporate Veil: While limited liability is a cornerstone of corporate law, it is not absolute. Courts may pierce the corporate veil in cases of fraud, inadequate capitalization, or when the corporation is merely an alter ego of its owners.Conclusion: The corporate form is a powerful tool for economic growth, but it requires adherence to formalities and ethical conduct. As new corporate forms like benefit corporations emerge, the law continues to evolve, balancing profit with social responsibility.Subscribe now to stay updated on the latest in corporate law and business practices.TakeawaysThe corporation is a legal entity distinct from its owners.Limited liability protects shareholders from personal loss beyond their investment.Delaware's corporate law is influential due to its flexibility and specialized judiciary.The formation of a corporation requires filing articles of incorporation with key elements.Promoters are personally liable for contracts made before incorporation.Piercing the corporate veil holds shareholders personally liable under certain conditions.Maintaining corporate formalities is crucial to uphold limited liability.Corporations can issue different classes of stock with varying rights.Foreign corporations must qualify to do business in states outside their incorporation.Corporate rights include certain constitutional protections, but not all rights of natural persons.corporate law, limited liability, Delaware, corporate formation, piercing the veil, business associations, corporate governance, fiduciary duties, articles of incorporation, bylaws
Welcome to this edition of award-winning Everything Compliance. In this episode, we have the complete quintet of Matt Kelly, Jonathan Armstrong, Karen Woody, and Karen Moore with Tom Fox, the Compliance Evangelist, sitting in as host. Matt Kelly looks at the recent EQS report assessing AI models for compliance. He shouts to Adam Turteltaub, who recently left the SCCE after 17 years. Jonathan Armstrong reviews AI risk relating to professional advice. He shouts out to Adam Turteltaub. Karen Moore delves into the recent EU parliamentary rejections of rolling back sustainability reporting. She shouts out to Accountancy Europe and Mother everywhere. Karen Woody looks at the recent Delaware Court of Chancery decision in the case of Brewer v. Turner and its impact on Caremark Doctrine claims. She shouts out to all those returning to work at the office. Tom Fox shouts out to Adam Turteltaub and Sean Connery. The members of Everything Compliance are: Karen Woody is one of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu Matt Kelly, founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com Jonathan Armstrong is our UK colleague and an experienced data privacy/data protection lawyer in London. He can be reached at Armstrong@puntersouthall.law. Jonathan Marks can be reached at jtmarks@gmail.com Karen Moore is a principal at Sounding Board Compliance, and can be reached at moore@soundingboardcompliance.com The host, producer, and sometimes panelist of Everything Compliance is Tom Fox, the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. The award-winning Everything Compliance is a part of the Compliance Podcast Network. Learn more about your ad choices. Visit megaphone.fm/adchoices
In 2018, Tesla’s board of directors proposed, and its stockholders approved by a wide margin, a significant executive compensation plan for CEO Elon Musk. Under the plan, Musk stood to earn tens of billions of dollars if he achieved a series of highly ambitious performance milestones that would increase Tesla’s market value by hundreds of billions. Over time, Tesla’s value rose dramatically—by more than 1,000%—with shareholders retaining the vast majority of the created value and Musk receiving substantial compensation.A Tesla stockholder subsequently filed suit, alleging that the compensation plan was unfair to the company and that the board’s approval process was compromised by a lack of independence. The Delaware Court of Chancery agreed, finding that the board was not sufficiently independent of Musk, that the stockholder approval was ineffective, and that the plan was substantively unfair to Tesla. The court rescinded the plan and later awarded the plaintiff’s attorneys $345 million in fees.Tesla’s response included reapproving the plan through another stockholder vote, though the Court of Chancery deemed that ratification ineffective as well. The litigation has sparked broader discussion about Delaware corporate law, shareholder rights, and potential legislative reforms, and it has coincided with Tesla’s decision to reincorporate in Texas.Following oral arguments before the Delaware Supreme Court on October 15, 2025, former Chief Justice Myron T. Steele (of counsel, Potter Anderson) and Robert T. Miller, the Allison & Dorothy Rouse Chair in Law at George Mason University’s Scalia Law School, will discuss the case and its implications for corporate governance and executive compensation.Featuring:Hon. Myron T. Steele, Former Chief Justice, Delaware Supreme Court; Of Counsel, Potter Anderson(Moderator) Robert T. Miller, Allison & Dorothy Rouse Chair in Law, Antonin Scalia Law School, George Mason University
This Day in Legal History: Volstead ActOn October 28, 1919, the Volstead Act was passed by the U.S. Congress over President Woodrow Wilson's veto, laying the legal foundation for Prohibition in the United States. Formally titled the National Prohibition Act, the law was intended to provide for the enforcement of the 18th Amendment, which had been ratified earlier that year and prohibited the manufacture, sale, and transportation of intoxicating liquors.The Volstead Act, named after Representative Andrew Volstead of Minnesota who introduced it, defined what constituted “intoxicating liquors”—a key point of contention. It set the threshold at anything containing more than 0.5% alcohol by volume, thereby banning even beer and wine, which many Americans had not expected to be included. The law also outlined penalties and enforcement mechanisms, giving the federal government new policing powers.Prohibition officially began in January 1920, sparking a surge in bootlegging, speakeasies, and organized crime. While intended to curb alcohol consumption and related social problems, the law instead fueled a vast illicit economy. Enforcement proved difficult and inconsistent, and public support for Prohibition declined steadily throughout the 1920s.The Volstead Act remained in effect until the 21st Amendment repealed Prohibition in 1933, marking the only time a constitutional amendment has been entirely undone by a subsequent amendment. The legacy of the Volstead Act lingers in ongoing debates about federal regulation, moral legislation, and the limits of enforcement.In a push to speed up electricity access for the fast-growing data center sector, U.S. Energy Secretary Chris Wright has directed federal energy regulators to consider a rule that would streamline how new projects connect to the electric grid. The proposed rule, sent to the Federal Energy Regulatory Commission (FERC), would allow customers to file combined requests for both energy demand and generation at the same site—cutting study times and costs. Wright also asked FERC to explore completing grid project reviews within 60 days, a sharp departure from the years-long timelines currently common.This move comes as U.S. power demand rises sharply, largely due to artificial intelligence workloads, prompting the Trump administration to seek expanded capacity, particularly from fossil fuel and nuclear sources. Though the Energy Secretary cannot compel FERC to act, the Republican-led commission will now weigh the proposals. Industry groups like the Edison Electric Institute praised the initiative as a necessary step to stay competitive, while environmental advocates criticized the fast-tracked timelines as reckless, especially during a government shutdown.Wright also urged FERC to ease the permitting process for hydroelectric development, drawing praise from the hydropower industry, which sees regulatory delays as a major barrier to growth. The proposals reflect the administration's strategy to meet surging energy demand quickly, though they raise concerns about environmental oversight and procedural rigor.US pushes regulators on connecting data centers to grid | ReutersTexas's new Business Court, launched in September 2024 across five major cities, is quickly becoming a boon for law firms, attracting a wave of high-stakes commercial litigation and prompting staffing increases. Major firms like Jackson Walker, Norton Rose Fulbright, and Baker Botts are leading the charge, with over 220 cases already filed—far exceeding early expectations. The court, designed to compete with Delaware's Court of Chancery and bolster Texas's business-friendly reputation, is drawing interest from corporate giants like AT&T, BP, and Exxon Mobil.Lawyers are treating the venue as a prestige arena for complex business disputes, and firms are responding by hiring, publishing guides, and producing media content to market their expertise. For example, Norton Rose launched a video series on court developments, while Haynes Boone created an internal task force to track rule changes.The court's promise of faster timelines—often under 18 months compared to multi-year waits in traditional courts—is one of its major selling points. Judges are aiming to build out a body of corporate case law to make Texas a viable alternative to Delaware for resolving business disputes. Despite no trials yet, over three dozen cases are jury-bound in the next year, signaling strong demand. The court's rapid rise suggests it could reshape where and how major commercial litigation happens in the U.S.Law Firms Join Early Winners in ‘Very Hot' Texas Business CourtThe head of the American Federation of Government Employees (AFGE), the largest federal worker union, is urging Senate Democrats to help end the nearly month-long government shutdown—the second longest in U.S. history. AFGE President Everett Kelley called for an immediate reopening of the government through a “clean” short-term funding bill, aligning with a version passed by the Republican-controlled House in September.Democrats have resisted that approach, instead demanding that Republicans first agree to renew subsidies for Obamacare insurance plans. Kelley's statement increases pressure on Democrats, as federal employees begin to feel the financial strain—many missed their first full paycheck last week, and essential services like food aid and air traffic control are being impacted.Kelley also called for guaranteed back pay for all affected workers and urged bipartisan efforts to fix the broken appropriations process and address rising costs. A senior Senate GOP aide noted the union's position might signal a turning point in negotiations, potentially encouraging Democrats to reconsider the short-term funding route.Federal Worker Union Calls to End Shutdown, Pressuring DemocratsMy column for Bloomberg this week looks at Italy's decision to raise its flat tax on wealthy foreign residents—a move that reflects the unsustainability of luring the rich with short-term tax deals. Italy isn't backtracking because its plan failed outright; it's doing so because it succeeded just long enough to paper over a deeper revenue gap. The original policy, a 100,000-euro annual payment to exempt new wealthy residents from foreign income taxes, was a bold but limited solution that boosted luxury markets without delivering long-term fiscal stability. Now, Italy is bumping that fee up to 300,000 euros by 2026 to keep the scheme afloat.That's a warning for the U.S., where the Trump Tax Cuts and Jobs Act followed a similar path—offering generous upfront tax cuts to high earners with no lasting funding mechanism. Rather than building resilience into the tax system, both countries are layering short-term relief on top of structural deficits, leaving future policymakers to scramble for temporary fixes. I argue for automatic sunset provisions that scale back preferential tax treatment when equity or revenue metrics worsen, allowing tax codes to serve as stabilizers instead of giveaways. Metrics like tax revenue as a share of GDP or the Gini coefficient could trigger phaseouts without requiring political intervention.Italy's flat tax is a case study in what happens when fiscal policy becomes a subscription model for the wealthy: the price keeps going up, and the returns diminish. The U.S. is running a version of the same play, just with fewer disclosures and rosier assumptions. This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
New reassessment expert Jess Scarane joins Rob in the bunker for what is now the third part of a series about the property reassessment meltdown. They discuss the Court of Chancery trial about the legality of split tax rates, Wilmington's undefined internal reassessment, and the reemergence of the evil triangle at the Oct 7th reassessment hearings.Show Notes:Past two episodes
This Day in Legal History: Clayton Antitrust Act PassedOn October 15, 1914, Congress passed the Clayton Antitrust Act, a landmark piece of legislation aimed at strengthening U.S. antitrust law and curbing anti-competitive business practices. The Act was designed to build upon the Sherman Antitrust Act of 1890, which had proven inadequate in addressing certain forms of corporate behavior that undermined market fairness. Unlike the Sherman Act, which broadly prohibited monopolistic conduct, the Clayton Act identified specific practices as illegal when they substantially lessened competition or created a monopoly.The law targeted interlocking directorates—situations where the same individuals served on the boards of competing companies—recognizing such arrangements as fertile ground for collusion. It also outlawed price discrimination that lessened competition, exclusive dealing contracts that restricted a buyer's ability to purchase from competitors, and mergers or acquisitions that threatened market competition. Another critical provision banned tying agreements, where the sale of one product was conditioned on the purchase of another, potentially unrelated, product.The Clayton Act was notable for providing more detailed guidance to businesses and regulators, reducing ambiguity that had plagued the enforcement of the Sherman Act. It also allowed for both government and private parties to seek injunctive relief and recover damages, increasing the avenues for challenging anti-competitive behavior. Importantly, labor unions and agricultural organizations were exempted from the Act's provisions, a significant shift from previous antitrust enforcement that had often targeted labor as a “combination in restraint of trade.”This legislative move reflected the progressive era's push to check corporate power and protect consumers and smaller businesses from monopolistic abuses. The Federal Trade Commission Act, passed just weeks earlier, worked in tandem with the Clayton Act to provide an institutional mechanism—the FTC—for enforcement. Together, these laws marked a turning point in the federal government's role in regulating the economy and ensuring competitive markets.The U.S. Supreme Court will hear arguments today in a case challenging Louisiana's congressional map, a dispute that could undermine Section 2 of the Voting Rights Act—a key provision prohibiting electoral practices that dilute minority voting power, even without direct evidence of racist intent. The controversy centers on Louisiana's post-2020 redistricting, initially producing a map with only one Black-majority district despite Black residents comprising about a third of the state's population. A federal judge sided with Black voters who challenged the map, prompting lawmakers to draw a new version adding a second Black-majority district.That revision sparked a separate lawsuit from white voters who claimed the new map unfairly diminished their voting influence. A three-judge panel agreed, ruling the map relied too heavily on race and violated the Equal Protection Clause. The state, which had previously defended the redrawn map, has now reversed course and is urging the justices to bar race-conscious districting entirely.This marks the second time the Court will hear arguments in the case this year, after sidestepping a decision in June. With its 6-3 conservative majority, the Court could issue a ruling that weakens Section 2, building on a 2013 decision that nullified another major part of the Voting Rights Act. However, a 2023 decision saw Chief Justice Roberts and Justice Kavanaugh side with liberals in upholding Section 2 in an Alabama case. The outcome could impact congressional control, with Democrats warning that as many as 19 districts could be redrawn if Section 2 is curtailed.By way of brief background, Section 2 of the Voting Rights Act prohibits any voting practice or procedure that results in discrimination based on race, color, or membership in a language minority group. Originally passed in 1965 and strengthened by Congress in 1982, the provision allows voters to challenge laws that either deny the right to vote outright (“vote deprivation”) or weaken the effectiveness of their vote (“vote dilution”), even if no discriminatory intent can be proven. Courts reviewing Section 2 claims consider the totality of circumstances to determine whether minority voters have an equal opportunity to participate in elections and elect candidates of their choice. In redistricting cases, plaintiffs must show that minority voters are numerous and politically unified enough to elect a representative, and that white voters typically vote as a bloc to defeat them. The Supreme Court has clarified over time that states aren't required to maximize minority districts, but race-based line drawing must strike a balance between avoiding racial discrimination and complying with equal protection principles. As other parts of the Voting Rights Act have been weakened, Section 2 has taken on even greater importance in protecting minority voting rights.US Supreme Court to hear case that takes aim at Voting Rights Act | ReutersElon Musk's $56 billion Tesla compensation package heads to the Delaware Supreme Court today, marking the final stage of a high-stakes corporate legal battle. A lower court struck down the record-setting pay plan in January 2024, ruling that Tesla's board was not sufficiently independent and that shareholders lacked vital information when they approved the deal in 2018. Chancellor Kathaleen McCormick of the Delaware Court of Chancery found the award unfair and applied strict legal scrutiny, igniting criticism from business leaders who argue Delaware courts are increasingly hostile to entrepreneurs.In response to the ruling, some companies—including Tesla—relocated their legal incorporation from Delaware to states like Texas and Nevada, where corporate governance laws are more lenient. This exodus, dubbed “Dexit,” prompted Delaware lawmakers to revise the state's corporate statutes in an attempt to retain business charters.Musk's legal team contends that McCormick misapplied the law and ignored evidence that Tesla shareholders were fully informed when they approved the deal. They argue the board's decision should have been reviewed under the more deferential “business judgment” standard. Despite the setback, Musk remains in line to receive billions under a replacement compensation plan approved in August, aimed at retaining him as Tesla shifts focus to robotics and autonomous technology.Tesla's board also proposed a $1 trillion future compensation framework, underscoring confidence in Musk's leadership, even as the company faces slowing EV demand and stiff competition from China. The Delaware justices will also weigh whether Tesla must pay $345 million in legal fees to the shareholder who brought the lawsuit. The Court typically takes months to issue a decision.Musk's legal fight over $56 billion payday from Tesla enters final stage | ReutersAustralia's High Court upheld the government's decision to deny far-right U.S. commentator Candace Owens a visa, citing concerns that her presence could incite social discord. Owens had applied for a visa to conduct a speaking tour in late 2024, but Home Affairs Minister Tony Burke rejected the request, referencing her history of controversial remarks—including Holocaust denial and Islamophobic statements. Owens challenged the decision, arguing that it violated the implied freedom of political communication in Australia's Constitution. The court unanimously disagreed, emphasizing that this freedom is not an absolute personal right and that the Migration Act's restrictions served a legitimate purpose in safeguarding public order.The judges found that Owens' record of inflammatory commentary—touching on issues such as race, religion, gender, and public health—posed a significant risk of social division. The ruling also noted that denying her visa was consistent with protecting Australia's national interest and social cohesion. As a result, Owens was ordered to pay the government's legal costs.Far-right US influencer Candace Owens loses legal fight to enter Australia | ReutersA federal judge ruled that the Trump administration defied a prior court order by reintroducing nearly identical immigration-related conditions for states to receive FEMA emergency preparedness grants. Judge William Smith, based in Rhode Island, had previously struck down the original grant conditions, which required state cooperation with federal immigration enforcement. After his ruling, the Department of Homeland Security issued new grant documents with the same conditions, adding a clause that they would only take effect if the ruling was overturned. Smith rejected this workaround, stating that it was not a good faith attempt at compliance but a coercive tactic to pressure states into supporting federal immigration efforts.He ordered the administration to remove the conditions by the following week, emphasizing that states should not be forced to choose between upholding their policies and losing critical disaster funding. The judge characterized the move as an unlawful effort to bully states, not a legitimate policy revision. DHS did not immediately comment on the ruling. The case is one of several legal challenges brought by Democratic-led states aimed at halting parts of Trump's immigration agenda through the courts.Trump administration flouted court order on FEMA grant funding, US judge rules | Reuters This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
Following the flagging performance of Destiny 2 and Marathon woes, Sony has jettisoned embattled Bungie studio head Pete Parsons. They've also announced significant hikes on PS5 prices. Also: Another Subnautica 2 lawsuit, a BioShock shakeup, and Frost Giant studio head Tim Morten leads with transparency and accountability. You can support Virtual Economy's growth via our Ko-Fi and also purchase Virtual Economy merchandise! TIME STAMPS [00:02:07] - PlayStation 5 Price Increases in the U.S. [00:05:25] - Unknown Worlds v Cleveland, McGuire, and Gill [00:14:33] - Circan Report on U.S. Video Game Spending for July 2025 [00:19:22] - Investment Interlude [00:26:45] - Quick Hits [00:34:09] - Labor Report [00:50:42] - FAFO SOURCES PlayStation 5 price changes in the U.S. | PlayStation Blog Unknown Worlds v Cleveland, McGuire, and Gill | The Court of Chancery of the State of Delaware Guy Who Tried To Fight Nintendo Piracy Lawsuit Without A Lawyer Will Now Pay $2 Million | Kotaku INVESTMENT INTERLUDE Saudi Arabia's Qiddiya Acquires EVO Part-Owner RTS | Muhannad Aldawood on LinkedIn Atari Announces Strategic IP Agreement With Ubisoft To Revive Five Acclaimed Titles | Atari LABOR REPORT Cloud Chamber lays off "unspecified" number of staff as Rod Fergusson is parachuted in to lead troubled BioShock 4 production | GamesIndustry Take-Two Guts ‘BioShock' Studio After a Decade of Development | Bloomberg (Paywall) Frost Giant CEO Tim Morten says layoffs are possible after Stormgate underperforms | Game Developer Frost Giant CEO Tim Morten Reflects on Stormgate's Failure | Tim Morten on LinkedIn Dreamhaven is Going through Layoffs | Mike Morhaime on LinkedIn Crystal Dynamics Layoffs | Crystal Dynamics on LinkedIn Ubisoft is cutting jobs within its publishing team | Game Developer NetEase shuts down Rich Vogel-led T-Minus Zero Entertainment | Game Developer Hundreds of Diablo Game Developers Join Communications Workers of America | CWA
Chancery is all about money and disputes, often within the family and the details can be a goldmine for genealogists and family historians. Susan Moore takes us on a journey through Chancery records, visiting the National Archives at Kew and some of the delights to be found in the records. She explains what different records exist (there are many types including master's reports, affadavits and more), where to find them and shares stories she has discovered with some cases that lasted for decades. The interview transcript is on Substack alongside a second shorter interview about Francis Drake and his Walton upon Thames Manor House and the chancery case involving this (and a lot of other people!)
Chance from Chancery Daily and Delaware Call reporter Jordan Howell join Rob in the bunker to revisit Senate Bill 21: both the lawsuits it has caused and the fiscal crisis that never happened. Then, they discuss some of the various tech boondoggles the state is pursuing: from data centers to AI sandboxes.Show Notes:Their Water Taps Ran Dry When Meta Built Next DoorUpdate on the situation in Vaughn prisonDelaware hires Meta executives' attorneys for Supreme Court defense of SB 21Delaware's new AI Sandbox
Until recently, Delaware was almost universally agreed to be the best place for companies to incorporate. Now, with Elon Musk leading a corporate stampede out of the First State, we revisit an episode from 2023 that asked if Delaware's “franchise” is wildly corrupt, wildly efficient … or both? SOURCES:John Cassara, retired Special Agent detailee to the U.S. Department of Treasury's Office of Terrorism Finance and Financial Intelligence.Doneene Damon, director with Richards, Layton, and Finger.Travis Laster, Vice Chancellor of the Delaware Court of Chancery.Dan Nielson, professor of government at the University of Texas.Hal Weitzman, professor of behavioral science, editor-in-chief of Chicago Booth Review, and executive director for intellectual capital at the University of Chicago's Booth School of Business. RESOURCES:“A Silicon Valley Giant Calls for a Delaware Exodus,” by Andrew Ross Sorkin, Bernhard Warner, Sarah Kessler, Michael J. de la Merced, and Danielle Kaye (New York Times, 2025)."Financial Secrecy Index," by Tax Justice Network (2025)."Annual Report Statistics," by Delaware Division of Corporations (2023).What's the Matter with Delaware? How the First State Has Favored the Rich, Powerful, and Criminal — and How It Costs Us All, by Hal Weitzman (2022).Global Shell Games: Experiments in Transnational Relations, Crime, and Terrorism, by Michael G. Findley, Daniel L. Nielson, and J. C. Sharman (2014)."The FATF Recommendations," by the Financial Action Task Force (2012). EXTRAS:"Will the Democrats 'Make America Great Again'?" by Freakonomics Radio (2023).
The Supreme Court has given the Trump administration a major victory, curbing nationwide injunctions from district courts that halted Trump's plans to end birthright citizenship. The court's conservatives argued in a 6-3 ruling that because nationwide injunctions did not exist in the High Court of Chancery in England at the time of the nation's founding, lower courts had overstepped in blocking Trump's executive order. Notably, the Court did not rule on the constitutionality of Trump's move to end birthright citizenship. In a scathing opinion, Justice Sonia Sotomayor writes: “The gamesmanship in this request is apparent and the Government makes no attempt to hide it. Yet, shamefully, this Court plays along. Because I will not be complicit in so grave an attack on our system of law, I dissent.”Also in this episode, the Supreme Court rules in Mahmoud v. Taylor that parents are able to opt their children out of pro-LGBTQ books being read in schools.
We sent one of our team, Linda Higgins, to investigate the The Chancery Hotel in Dublin as potential destination for out of town tech visitors to the capital city. Right in the heart of historic Dublin, a stone's throw from both Dublin Castle and Christchurch cathedral, the Chancery Hotel offers a visitor a well-placed location to navigate and explore the streets of Dublin by foot. A welcoming, bright, and compact foyer holds the reception, coffee dock, bar, and the Fawn restaurant. An attentive staff moved through check-in and check-out quickly and seamlessly. The Chancery Hotel reviewed The lifts are door-key activated and give that extra sense of security and privacy. The twin room was compact, well-appointed, and furnished in a modern but warm style of decor. All lights and curtains are touch-button operated as was the pocket door for the bathroom. The room was very clean with nice touches like a steamer for clothes, along with all other standard amenities. The beds were comfortable however for anyone with mobility issues, the height of the beds could be disconcerting. While one likes to be treated like a princess, climbing up and into the bed, "princess and the pea-style" could be a little daunting for those shorter of stature or creaky of hips. The room was quiet and sleep was good. For those who are here for work, there is a perfectly proportioned desk with lamp, phone, and comfortable desk in chair in the room. Nice natural light coming in too. USB sockets were ample (by the desk and beds) and the WiFi speed was fast and reliable. A perfect place to get some work done. The small bar area below would also provide a change of scenery, as would the many convenient options around the city. The toiletries in the bathroom were generously sized and of a very high quality. The forest green-piped bathrobes and slippers were perfect for accessing the wellness spa and treatment rooms. The spa and gym are small and functional but well looked after and nicely designed. A small sauna, steam room, jacuzzi, and ice fountain proved to be a good start to the day. The supply of drinking water and slippers were welcome touches and the sustainability aspects were clearly noted without being overt. The gym is perfect for a quick workout and in a city built for walking is all you would need. The treatment rooms could benefit from more subdued lighting to create a more relaxed environment when receiving a treatment. The therapist was very proficient but a more personalised massage would have heightened the experience. The option of some gentle music would have been welcomed. Dinner in the Fawn restaurant was superb. Beautiful service from the staff which was attentive and welcoming. The food was presented in an attractive and moreish manner. Lots of umami flavour that meant each mouthful was a feast for the senses. Portions were generous and each element on the plate was well thought out. The service between courses was never rushed but was well-timed. The decor of the restaurant is modern with a warm Scandinavian energy. The self-service breakfast was also in the Fawn restaurant. Again, the staff are very aware of the ebb and flow of a staggered breakfast sitting and moved seamlessly between guests ensuring that tea and coffee were served when requested. There was a wide and excellent mix of standard and continental breakfast options available. There was no sense of urgency from staff as people milled and took their time before embarking on the day. Overall, an excellent experience. A safe, secure, convenient location with attentive staff (from housekeeping to front of house). Well worth a stay when visiting Dublin. One caveat is that in the room brochure information it would have been good to have known more about the beehive, mushroom kingdom and the rooftop garden as well, as they sounded like interesting and cutting edge features, especially for a hotel with such a commitment to sustainability. More about the Chancery Hotel The Chan...
Today on Ascend: The Great Books Podcast, Dcn. Garlick and Mr. Eli Stone discuss the second and final part of Oedipus at Colonus—wherein Sophocles brings the horrific tale of Oedipus to a beautiful, redemptive end.Deacon and Eli discuss the dramatic zenith of Oedipus' life, the theme of redemptive suffering, the binding power of love, and all the various ways this play comments on the relationships in Antigone and Oedipus Rex.Go visit thegreatbookspodcast.com for our reading schedule!Check out this awesome guide to Oedipus at Colonus! Here is the opening of Deacon's guide to Oedipus at Colonus:Oedipus at Colonus is a beautiful tale. It brings a tremendous amount of meaning to the Oedipus Cycle. Sophocles offers us perennial truths on fate, the agency of man, and the cosmic whole. I greatly enjoyed, as a first time reader, the narrative of Oedipus at Colonus—especially the ending. It is a tremendous zenith to the Oedipus Cycle and one that parallels the Book of Job in its ability to address the question of suffering.Oedipus at Colonus remains an important text within the Western canon of great books, as it is a beautiful antecedent to how later thinkers, like St. Augustine, will come to understand the world as subject to Divine Providence. Sophocles offers several preliminary considerations on whether the fate that rules the world does so according to justice; and whether man must adopt a certain docility in consideration of such a fate. The balance, however, of man's agency and fate's dominion is a perennial question.I am in debt to Mr. Eli Stone who not only guided me through this work but highly recommended the podcast cover the Oedipus Cycle. I very much appreciate his insights and all the wisdom he has brought to our conversations.Amongst all the horrific suffering, Oedipus at Colonus is able to bring a theme of redemption to the story of Oedipus. Like Antigone, he serves as a sign of the gods—a sign of cosmic fate, docility to divine order, and the meaning of suffering. May we come to understand Sophocles' lessons and how they invite us to a more ordered existence.Episode HighlightsRedemptive Death: Dcn. Garlick shares, “I fell in love with this play when Oedipus sees the thunder head rolling in… his ecstatic joy that death comes." Theseus' Nobility: Theseus' interruption of sacrifice to save Oedipus' daughters highlights Athenian justice: “Sojourners… are the special patronage of Zeus." Polyneices' Tragedy: Oedipus' curse on Polyneices sets up Antigone: “Please bury me… we're setting the foundation… for the first play."Love's Role: Antigone's mediation and Oedipus' farewell underscore love's binding power: “She is love and love binds," as Deacon note.Guest Spotlight: Eli StoneEli Stone returns, bringing his expertise from his time at the Chancery, his discernment with the Western Dominicans, and his current role at the University of Tulsa Honors College. His passion shines through: “These are my favorite Greek plays… I've really enjoyed them." Eli's insights on providence, love, and historical allegory enrich the discussion.Next Episode TeaserNext week, we dive into Euripides' Bacchae, a stark contrast to...
Happy Going! We're all getting punchy heading into the weekend, as if the weekend will be a breather for any of us. David Waldman effectuates our weekending KITM, and I facilitate that with this summary, I hope. Donald K. Trump pardoned a corporation, yet has not appointed a horse to Senate, which might be more of a late term thing. Polytheism seems to be wearing thin in Trump/Musk circles, with Elon Musk's pride goething before his fall. Thou shalt bow down thyself only onto Trump in Cabinet meetings. (Graven images available at the door.) Two people guilty of not praising Donald enough are being investigated for treason, while Trump shops for his presidential Luger. Marco Rubio is punishing the country of South Sudan for not accepting the Democratic Republic of the Congo citizen he sent there by mistake. The commander of a Greenland military base was ousted when she failed to rattle her saber loudly enough for JD Vance. US tells Greenland “I see you have Injuns! We have Injuns!” Kennedy Center president Richard Grenell believes people boycotting the Kennedy Center hate Republicans, when mostly they hate Richard Grenell. What happens when the courts can't trust the Executive Branch? Well, we are about to find out, because the courts can't trust the Executive Branch. Learn more about courts of equity, such as the Court of Chancery. Kash Patel plans to work remotely in his FBI position but wasn't remotely working in his ATF job. Hey now… there's no proof that Marjorie Taylor Green participated in insider trading this week, or placed pipe bombs prior to Jan 6… It just looks like that. RFK Jr. will discover the cause of autism by this fall, but if you have cancer, you'll need to wait a little longer. It's only TLDR if you don't take the time to read it! How did the President lose and when did he lose it in the SCOTUS Alien Enemy Act case? Curtis Yarvin always wanted to destroy the United States and the global economy, yet somehow still feels empty inside.
Christina School Board members Doug Manley and Monica Moriak join Rob in the bunker to talk about our two favorite things: political dysfunction and the Court of Chancery. We get updates on Naveed Baqir and new attempts to resolve his residency, the upcoming elections and potential leadership election, and what an actual functional school board would look like.Show Notes:Previous Doug episodeMore on the Christina School Board Election
MyCarrier began a fight with project44 that they could never win. In a closely watched dispute over API services in the logistics industry, the Delaware Court of Chancery has found that MyCarrier likely did breach its contract with project44 both by "building behind" project44 as well as transitioning to an alternative provider, SMC3. Despite the likely breach, the Court determined that project44 failed to show irreparable harm, a key requirement for injunctive relief & denied project44's motion for a preliminary injunction against MyCarrier.
rWotD Episode 2823: Master of the Rolls (Ireland) Welcome to Random Wiki of the Day, your journey through Wikipedia’s vast and varied content, one random article at a time.The random article for Saturday, 25 January 2025 is Master of the Rolls (Ireland).The Master of the Rolls in Ireland was a senior judicial office in the Irish Chancery under English and British rule, and was equivalent to the Master of the Rolls in the English Chancery. Originally called the Keeper of the Rolls, he was responsible for the safekeeping of the Chancery records such as close rolls and patent rolls. The office was created by letters patent in 1333, the first holder of the office being Edmund de Grimsby. As the Irish bureaucracy expanded, the duties of the Master of the Rolls came to be performed by subordinates and the position became a sinecure which was awarded to political allies of the Dublin Castle administration. In the nineteenth century, it became a senior judicial appointment, ranking second within the Court of Chancery behind the Lord Chancellor of Ireland. The post was abolished by the Courts of Justice Act 1924, passed by the Irish Free State established in 1922.This recording reflects the Wikipedia text as of 00:13 UTC on Saturday, 25 January 2025.For the full current version of the article, see Master of the Rolls (Ireland) on Wikipedia.This podcast uses content from Wikipedia under the Creative Commons Attribution-ShareAlike License.Visit our archives at wikioftheday.com and subscribe to stay updated on new episodes.Follow us on Mastodon at @wikioftheday@masto.ai.Also check out Curmudgeon's Corner, a current events podcast.Until next time, I'm neural Amy.
Well, Joe pardoned Hunter, but I'm guessing you were not surprised. A 41-year-old Chinese national who is in the U.S. illegally was arrested this week after he allegedly shipped weapons from California to North Korea. Chancellor Kathaleen McCormick of the Delaware Court of Chancery blocked Elon Musk from receiving a massive multibillion-dollar compensation package from Tesla that the company's shareholders overwhelmingly approved for him. She did award $345 million to the attorneys fighting against Elon. A BLM activist tried using last week's show to spread his message, but I had a reply. FEMA is leaving Western North Carolina just in time to leave the still-homeless from the flooding and mudslides out in the cold, just in time for Christmas. (I guess that's how we can afford to send Ukraine another $725 million in "Military Aid.") Become a supporter of Tapp into the Truth: https://www.spreaker.com/podcast/tapp-into-the-truth--556114/support Tapp into the Truth on Rumble. Follow, watch the older shows, and join the live streams.The Fight Against Cancer vs. Money For NothingBiden Ties to Endeavors Raises Questions About $87 Million No-Bid Contract If recent events have proven anything, you need to be as prepared as possible for when things go sideways. You certainly can't count on the government for help. True liberty requires self-reliance. My Patriot SupplyDiversify and protect your hard-earned wealth. Use America's Premiere Conservative Gold Company, Harvard Gold Group. Use promo code TAPP.Support American jobs! Support the show! Get great products at great prices! Go to My Pillow and use promo code TAPP to save! Visit patriotmobile.com or Call (817) 380-9081 to take advantage of a FREE Month of service when you switch using promo code TAPP!Follow Tapp into the Truth on Locals Follow Tapp into the Truth on SubstackIf you are a content creator in need of a professional drone or you just enjoy flying a drone on the weekend, EXO Drones has you covered! EXO Drones Plus, get 15% off your order by using this link.Hero SoapPatriot DepotBlue CoolersKoa CoffeeBrainMDDiamond CBDSauce Bae2nd SkullEinstokBeanstoxBelle IsleMomento AIHoneyFund"Homegrown" Boone's BourbonIsland BrandsBlackout Coffee Co.Full Circle Brewing Co.Pasmosa Sangria
IN THIS EPISODE: If someone's life depended on it, could you explain the concept of right and left to someone who had tentacles and had never heard of either? (Originally published in Galaxy Science Fiction magazine, October 1961.)SOURCES AND REFERENCES FROM THE EPISODE…“Amateur in Chancery” by George O. Smith, from Galaxy Science Fiction magazine, October 1961:https://amzn.to/3C6W8Jd= = = = =(Over time links seen above may become invalid, disappear, or have different content. I always make sure to give authors credit for the material I use whenever possible. If I somehow overlooked doing so for a story, or if a credit is incorrect, please let me know and I will rectify it in these show notes immediately. Some links included above may benefit me financially through qualifying purchases.)= = = = ="I have come into the world as a light, so that no one who believes in me should stay in darkness." — John 12:46= = = = =WeirdDarkness® is a registered trademark. Copyright ©2024, Weird Darkness.= = = = =Originally aired: November 04, 2024
The Normans introduced the system of writs to English law. Soon the Normans found that controversies arose over the interpretations of writs.??They, therefore, introduced courts of equity, also known as Chancery courts, named after the king's chancellor. Learn more about these influential decisions in today???s podcast! Center for Civic Education
Morning Light welcomes back Dcn. Scott Pearhill, Editor of the Idaho Catholic Register, here to walk us through the latest issue hot off the press! The Diocese of Boise breaks ground on the new Chancery building...Bishop Kelly High School celebrates it's 60th Anniversary...where in the world is Fr. Joe McDonald...and much, much more in this latest edition of the ICR!
Many of you have likely noticed, as we have, some of the news coming out of Delaware about certain rulings, the debate around those rulings, and the subsequent debate around actions taken by the legislature to clarify Delaware law. As we've read about these developments, we were intrigued and turned to the team at Wachtell, Lipton, Rosen & Katz (WLRK) for their thoughts on these matters. We were extremely pleased to have Ryan McLeod, Partner, and Dan Neff, Partner and Member of the Executive Committee, join us for a far-ranging and intriguing discussion on these issues. Ryan joined WLRK in 2013 and specializes in representing corporations and directors in litigation involving mergers and acquisitions, proxy contests, corporate governance disputes, and class and derivative actions involving allegations of breach and fiduciary duty. He also serves as a Lecturer in Law at Columbia and has extensive experience litigating corporate matters in the Delaware Court of Chancery and the Delaware Supreme Court. Dan has over four decades of experience advising major companies in high-profile transactions and served as WLRK's Co-Chairman for 20 years through October 2023. He specializes in mergers and acquisitions, corporate governance, and securities law and has represented clients in a broad range of industries including energy, technology and telecom, chemicals, pharmaceuticals, manufacturing/industrials, retail/consumer products, gaming, and more. In our conversation, Ryan first provides perspective on Delaware's importance to corporate law and the large percentage of companies that are incorporated there. Ryan walks us through three specific legal rulings that prompted amendments in Delaware including the Twitter stockholder litigation, the Activision merger case, and a case involving contractual governance and shareholder veto rights. We discuss the significant and unique amount of public debate surrounding these amendments, the practical impact of Delaware rulings on corporate governance, particularly in activist settlements and private equity deals, and the implications for boards and corporate lawyers. We also touch on whether these developments might lead boards to become more cautious in decision-making, the historical context of Delaware appraisal cases, and changing complexities around CEO compensation. We explore the Caremark Doctrine's increasing relevance in corporate governance, the complexity of preparing board minutes to show transparency and thoroughness without over-disclosing, and emerging corporate governance risks. Ryan and Dan also share their insights on what sets Delaware law apart from other states, how companies manage external pressures from activism, the future of corporate governance, and much more. Thank you, Ryan and Dan, for sharing your insights and expertise with us all! We learned a tremendous amount. Mike Bradley kicked us off with a few updates. He noted that the FED's 50-basis point rate cut was initially received well, but since then, most markets have traded sideways. On the bond market front, the 10-year U.S. bond yield actually increased as the rate cut was mostly expected. He noted consensus around additional rate cuts in 2024 and 2025. He also noted that the 2yr/10yr bond yield spread widened to ~20-basis points after being inverted for the past two-plus years. On crude oil, WTI price has traded sideways this week (~$71/bbl) and Mike discussed several positive developments which could temporarily be supporting crude oil prices including a Chinese stimulus program, continued historic “net short” length in Brent futures and growing Mideast conflict. OPEC published its annual World Oil Outlook this week (linked here) and again raised its global oil demand estimates (~113mmbpd for 2030 & ~120mmbpd for 2050) which is well above the view of many others. He then flagged that this week is Climate Week in N
This week's story is “Amateur in Chancery” by George O. Smith. If someone's life depended on it, could you explain the concept of right and left to someone who had tentacles and had never heard of either?If you have a story you'd like to contribute to the series, you can visit https://submissions.soundconceptmedia.com/Curator: Keith Conrad linktr.ee/keithrconradNarrator: Darren Marlar https://darrenmarlar.com/Other shows hosted by Darren:Weird Darkness: https://weirddarkness.com/Paranormality Magazine: https://weirddarkness.tiny.us/paranormalitymagMicro Terrors: Scary Stories for Kids: https://weirddarkness.tiny.us/microterrorsRetro Radio – Old Time Radio In The Dark: https://weirddarkness.tiny.us/retroradioChurch of the Undead: https://weirddarkness.tiny.us/churchoftheundead Hosted on Acast. See acast.com/privacy for more information.
We interview Leo Strine on the purpose of the corporation, differentiating between shareholder primacy and stakeholder theory. We discuss ESG and the power of stockholders and workers. Leo Strine applies his perspective on corporate purpose to corporate acquisitions and lays out his hopes for the future of corporations. Some critical articles to learn more about the shareholder primacy vs stakeholder theory debate:Origins of the argument: - Merrick Dodd, For Whom Are Corporate Managers Trustees?, 45 HARV. L. REV. 1145 (1932) - Adolph A. Berle, Jr., For Whom Corporate Managers Are Trustees: A Note, 45 HARV.. L. REV. 1365, 1372 (1932)Shareholder primacy ownership argument: - Milton Friedman, A Friedman doctrine– The Social Responsibility of Business Is to Increase Its Profits, N.Y. Times, Sept. 13 1970.Critique on shareholder primacy: - Lynn A. Stout, Bad and Not-so-Bad Arguments for Shareholder Primacy, 75 S. CAL. L. REV. 1189 (2002).Example of Application: - Lucian Bebchuk and Roberto Tallarita, The Illusory Promise of Stakeholder Governance. 106 Corn. L. Rev. 91 (2020).Example of Court Case Application: - Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, 177 (Del. 1986)A bit about Leo Strine:Leo E. Strine, Jr., is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019. Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.In his judicial positions, Mr. Strine wrote hundreds of opinions in the areas of corporate law, contract law, trusts and estates, criminal law, administrative law, and constitutional law. Notably, he authored the lead decision in the Delaware Supreme Court case holding that Delaware's death penalty statute was unconstitutional because it did not require the key findings necessary to impose a death sentence to be made by a unanimous jury.For a generation, Mr. Strine taught various corporate law courses at the Harvard and University of Pennsylvania law schools, and now serves as the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School and a Senior Fellow of the Harvard Program on Corporate Governance. From 2006 to 2019, Mr. Strine served as the special judicial consultant to the ABA's Committee on Corporate Laws. He also was the special judicial consultant to the ABA's Committee on Mergers & Acquisitions from 2014 to 2019. He is a member of the American Law Institute.Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society, and his articles have been published in The University of Chicago Law Review, Columbia Law Review, Cornell Law Review, Duke Law Journal, Harvard Law Review, University of Pennsylvania Law Review, and Stanford Law Review, among others. On several occasions, his articles were selected as among the Best Corporate and Securities Articles of the year, based on the choices of law professors.Before becoming a judge in 1998, Mr. Strine served as Counsel and Policy Director to Governor Thomas R. Carper, and had also worked as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom from 1990 to 1992. He was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey. Mr. Strine graduated magna cum laude from the University of Pennsylvania Law Sc
rWotD Episode 2687: Omar Touray Welcome to Random Wiki of the Day, your journey through Wikipedia’s vast and varied content, one random article at a time.The random article for Wednesday, 11 September 2024 is Omar Touray.Omar Alieu Touray (born 5 November 1965) is a Gambian diplomat who has served as president of the Economic Community of West African States Commission since 2022. He was the Gambia's Permanent Representative to the United Nations from 2007 to 2008 and was Secretary of State for Foreign Affairs from March 2008 to September 2009.Touray received his B. A. (literature and linguistics) from Ain Shams University in 1987 and graduated with a Ph. D. in international relations at the Graduate Institute of International Studies in Geneva in 1994.He was liaison officer for the World Indigenous Organization at the United Nations Office at Geneva from September 1993 to December 1994. He was then a consultant at the International Labour Office in Geneva until July 1995, at which point he briefly became Senior Assistant Secretary at the Gambian Ministry of External Affairs before becoming First Secretary of the Gambian Embassy to Belgium, and Permanent Mission to the European Union and the World Trade Organization later in 1995. In mid-1996 he was moved to the post of Counsellor and Head of Chancery at the same embassy, and he remained in that post until April 2002.From April 2002 to September 2007, Touray was the Gambian Ambassador to Ethiopia, with additional accreditation as Permanent Representative to the African Union, the United Nations Economic Commission for Africa, and the United Nations Environment Programme, as well as High Commissioner to South Africa and Kenya. He was appointed as Gambia's Permanent Representative to the United Nations in September 2007 before being appointed as Secretary of State for Foreign Affairs on 19 March 2008, replacing Crispin Grey-Johnson. Touray was sworn in as Secretary of State on 26 March 2008. After his sacking in September 2009, he was employed by the Islamic Development Bank in Saudi Arabia and the Ivory Coast.In October 2021, Omar Touray, was unanimously appointed as the new president of the ECOWAS Commission for the period 2022–2026.This recording reflects the Wikipedia text as of 00:59 UTC on Wednesday, 11 September 2024.For the full current version of the article, see Omar Touray on Wikipedia.This podcast uses content from Wikipedia under the Creative Commons Attribution-ShareAlike License.Visit our archives at wikioftheday.com and subscribe to stay updated on new episodes.Follow us on Mastodon at @wikioftheday@masto.ai.Also check out Curmudgeon's Corner, a current events podcast.Until next time, I'm neural Olivia.
This Day in Legal History: Civil Rights Act of 1957On August 29, 1957, the U.S. Congress passed the Civil Rights Act of 1957, marking the first federal civil rights legislation enacted since the Reconstruction era. This landmark act aimed to address racial discrimination and was a significant step in the ongoing struggle for civil rights in America. The law established the U.S. Commission on Civil Rights, a bipartisan body tasked with investigating voter discrimination and other civil rights violations. Additionally, it created the Civil Rights Division within the U.S. Department of Justice, empowering federal prosecutors to seek injunctions against those who violated voting rights. Although the act faced significant opposition and was weakened by compromises, it paved the way for future, more comprehensive civil rights legislation. It also symbolized the federal government's renewed commitment to addressing racial inequality, setting the stage for the civil rights movements of the 1960s. The Civil Rights Act of 1957 is often viewed as a foundational moment in the modern civil rights era, reflecting the nation's evolving attitudes toward race and justice.Lawyers who successfully challenged Elon Musk's $56 billion Tesla pay package are seeking a record $6 billion in fees, but Delaware's top court has cautioned against awarding "windfall" fees. Chancellor Kathaleen McCormick of Delaware's Court of Chancery, who is overseeing the case, must decide on the fee amount and whether a shareholder vote restored Musk's pay, which could reduce the fee. The lawyers argue that their fee request is justified by their significant victory and years of unpaid work. However, the court has signaled that extremely high fees should be carefully scrutinized to avoid excessive compensation. If the pay package is considered restored, Tesla's liability for a large fee might be reduced.'Windfall' fees now less likely for lawyers who sued to cut Musk's Tesla pay | ReutersThe U.S. Supreme Court has decided to keep President Joe Biden's student-loan relief plan on hold, maintaining the pause imposed by a federal appeals court. This decision prolongs uncertainty for around 8 million borrowers enrolled in the SAVE plan, which aimed to lower monthly payments and provide other benefits. The Department of Education expressed disappointment, highlighting the plan's potential to ease financial burdens.The Supreme Court's action follows its earlier rejection of a separate Biden debt relief plan, which it deemed unauthorized by Congress. Missouri and other Republican-led states argue that the SAVE plan is similarly flawed, as it would eliminate up to $475 billion in debt, making it even more expansive than the prior initiative. The Biden administration insists that the states lack legal standing and that Congress granted the Education Department the necessary authority to implement such plans.The 8th U.S. Circuit Court of Appeals is expected to deliver a ruling soon, but for now, new enrollments in the program are halted, and borrowers face the possibility of penalties once the current payment grace period ends next month.Supreme Court Keeps Biden Student-Loan Relief Plan on Hold (2)US Supreme Court declines to revive Biden's student debt relief plan | ReutersIn a piece for Forbes I wrote a bit about the unrealized gains tax, or wealth tax, that has engendered much consternation among people not worth $100m. By way of background, the Biden administration's FY 2025 budget proposes a 25% wealth tax on unrealized gains for individuals owning over $100 million in assets. Unrealized gains are the increase in an asset's value that hasn't been sold or converted into cash, meaning the gains exist only on paper. This proposal largely affects the ultra-wealthy, with the average taxpayer not impacted.To illustrate, consider someone who invests $250,000 in a stock, and its value increases 40 times within a year. Even with this substantial gain, the investor wouldn't face the unrealized gains tax unless their shares appreciated another ten times, reaching a value of $100 million. At that point, they would owe $24.9 million in taxes, requiring them to sell a portion of their shares. Despite the hefty tax bill, they would still retain significant wealth.Critics worry that such a tax might lead to a stock market downturn if large shareholders sell off assets to cover their tax obligations. However, selling shares to fund other projects is common, and similar concerns about market instability aren't typically raised in those cases. In sum, you almost certainly needn't worry about an unrealized gains tax if you are listening to this–and should be more concerned about what kinds of services you can expect to receive from the revenue raised from such a tax. If I may briefly editorialize: think about the earlier story, where student debt relief has been shelved–or possibly killed entirely. The only time the national discourse revolves around what a policy will cost–the cost would be borne by the ultra-wealthy and benefits would flow to low and middle-income households. Keep an eye on that, it may be important. Unrealized Gains Tax—Visualizing $100m And When To Be Concerned This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
Travis Laster, a vice chancellor of the Delaware Court of Chancery, joins the Business Scholarship Podcast to discuss his career, how judges use the work of academic experts, and how academics can contribute to the judicial process. This episode is hosted by Andrew Jennings, associate professor of law at Emory University, and was edited by Brynn Radak, a law student at Emory University.
On this week's Parousia Podcast, Charbel sits down with Fr Yuhanna Azize to discuss his book "An Introduction to the Maronite Faith". Fr Yuhanna is a Maronite Catholic priest serving at Our Lady of Lebanon Co-Cathedral, Harris Park, and is research officer at the Chancery (the bishop's office). He has authored or co-authored another eight books and many academic articles, especially on religious topics. He is an honorary associate in Studies in Religion at the University of Sydney, and an adjunct Associate Professor in Theology and Ancient History at Notre Dame University, Australia. Join the Parousia mailing list at https://www.parousiamedia.com/mailing... Parousia is committed to proclaiming the fullness of truth! If you wish to help us in our mission with a donation please visit our website here https://www.parousiamedia.com/donate/ to learn ways that you can contribute.
We welcome everyone back to the studio for another great episode as we jump into a full docket of shows and topics. We talk a bit about the ongoing saga of Dr. Disrespect, Valve being sued by the UK government, and we get a look at more on-set photos of James Gunn's upcoming Super Man movie. Let's dive into all these topics and more on today's episode! --- Send in a voice message: https://podcasters.spotify.com/pod/show/khary-robertson/message Support this podcast: https://podcasters.spotify.com/pod/show/khary-robertson/support
Dcn. Harrison Garlick welcomes Dr. Patrick Deneen, Dr. Chad Pecknold, and Dr. Richard Meloche to introduce Homer's Odyssey. Dr. Patrick Deneen is a Professor of Political Science at Notre Dame. He is the author of many books and articles including Why Liberalism Failed (2018). His teaching and writing interests focus on the history of political thought, American political thought, liberalism, conservatism, and constitutionalism. Dr. Chad Pecknold, Associate Professor of Systematic Theology at the Catholic University of America. “In political theology, Pecknold is principally concerned with close readings of Augustine's masterwork, The City of God, as a fundamental and transcendent vision that inspires, and has the power to critique and correct, the dynamics of Western civilization.”Dr. Richard Meloche, President of the Alcuin Institute for Catholic Culture, a ministry of the Roman Catholic Diocese of Tulsa and a colleague of Dcn. Garlick's at the Chancery.INTRODUCTION TO THE ODYSSEYThe group discusses the canon of the great books, why we should read Homer and his Odyssey, the role of the great books in theological formation, and key introductory themes in Homer's Odyssey. Against Great Books by Deneen: https://www.firstthings.com/article/2013/01/against-great-booksThe Odyssey of Political Theory by Deneen: https://www.amazon.com/Odyssey-Political-Theory-Politics-Departure/dp/0847696235?ccs_id=073621fb-e234-4289-9205-bc6fab3f444aCheck us out on Facebook, X (Twitter), Youtube, and Patreon.
Just months after many of the mandates in the European Union's Digital Markets Act (DMA) have gone into effect, interoperability and data portability are fresh on the policy world's mind. But what does the history of interoperability suggest about its ability to help the Internet regain its former openness?Alan Rozenshtein, Associate Professor of Law at the University of Minnesota and Senior Editor at Lawfare, spoke with Alexander Rigby, a law clerk on Delaware Court of Chancery, and Chinmayi Sharma, Associate Professor at Fordham Law School. They've just published a new white paper in Lawfare's ongoing Digital Social Contract paper series arguing that open banking is a useful case study in the promise and pitfalls of interoperability.To receive ad-free podcasts, become a Lawfare Material Supporter at www.patreon.com/lawfare. You can also support Lawfare by making a one-time donation at https://givebutter.com/c/trumptrials.Support this show http://supporter.acast.com/lawfare. Hosted on Acast. See acast.com/privacy for more information.
In a heated legal battle, Tesla shareholder Richard Tornetta's legal team has made a bold demand for $1.44 billion in fees after successfully challenging Elon Musk's controversial 2018 CEO Performance Award. Initially seeking over $5 billion, the legal team now proposes an adjusted hourly rate of $73,948. Tesla fiercely contests this claim, arguing for a far lower payout. As the Delaware Court of Chancery prepares to rule, this case spotlights the high stakes and intense conflicts over executive compensation and corporate governance.
Chance from Chancery Daily and local historian Dael Norwood join Rob in the virtual bunker to talk more about the upcoming changes to the Delaware General Corporation Law, which sailed through the senate despite opposition from dozens of leading law professors and scholars. We talk about the arguments that were made and what effects they did or didn't have on legislators.Show Notes:Karl Baker coverageDelaware Business Times coverageSB 313
Prospective stockholders Bill, Jordan, and Chance join Rob in the bunker to talk about the most important change to the Delaware General Corporation Law in decades: SB313, which is trying to legislatively overturn a recent Chancery Court ruling banning shady stockholder agreements. We talk about how this came about and what might happen next.Show Notes:Travis Laster's LinkedInThe Chancery Court pushes backHal Weitzman episode
Co-hosts Chris and Joia are delighted to bring on their first guest. James Petts is a barrister (the equivalent of a trial attorney) in London, England where he focuses on commercial and Chancery (property) cases, especially those involving fraud or dishonesty. To him, liberalism is fundamentally the rigorous reasoned inquiry in all aspects of life, particularly in ethics – this includes the understanding that concentrated coercive power is inherently dangerous. Podcast Notes:https://institute-for-liberal-values.circle.so/c/liberal-values-concepts/
(0:00) Intro(1:02) About the podcast sponsor: The American College of Governance Counsel.(1:49) Start of interview. (2:37) Katherine Henderson's "origin story."(5:05) Amy Simmerman's "origin story."(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.(9:14) Caseload of Delaware Court of Chancery judges.(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).(36:55) Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).(45:13) Securities claims on misleading risk disclosures.(46:55) What are the 1-3 books that have greatly influenced your life: Amy:Obedience to Authority by Stanley Milgram (1974)Steppenwolf by Herman Hesse (1927)Katherine:The Feminine Mystique by Betty Friedan (1963)(48:02) Who were their mentors, and what they learned from them.(49:00) Quotes they think of often or live their life by.(49:52) An unusual habit or an absurd thing that they love.(50:35) The living person they most admire.__Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License
(0:00) Intro.(2:27) About the podcast sponsor: The American College of Governance Counsel.(3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)].(4:17) Summary of the Trados case by Vice-Chancellor Laster. (9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review.(16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3) Entire fairness standard. The impact of conflicted transactions.(23:55) Distinguishing governance standards from public companies and Silicon Valley-style private startups. (28:10) Social factors or dynamics that make Silicon Valley VC-backed startups a relatively lower risk environment for litigation.(31:07) Why directors should always try to maximize the value of the corporation for the residual. Emotional commitment and engagement in many cases.(33:31) "What made Trados a difficult case and a litigable case was that this really was a sideways situation where the value was in the vicinity of an area where the common could take."(36:36) How to think about maximizing the residual value. *reference to Credit Lyonnais opinion by Chancellor Allen (1991).(39:04) Other trends or cases that present some litigation risk for startup corporate directors. "I don't know if there's anything super new. What we tend to see is sort of old problems recurring because these are really problems of human nature. And so things are cyclical."Redemption Rights. Example of cases: Thoughtworks (2010), ODN Holdings (2017)280G [and 409A] Valuations. "I would really like to see people treating [those valuations] as a more substantive exercise than merely as an exercise in marketing to your employees (for employees' morale)."(45:54) The importance of outside or independent directors. "I really think that somebody has to be in the room asking the proverbial dumb question, which usually isn't a dumb question. Usually it's the question that needs to be asked."The Honorable J. Travis Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. Professor Abe Cable joined the UC Law SF faculty in 2011. He is the Faculty Director of the UC Center for Business Law San Francisco. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License
This Day in Legal History: Watergate Figures SentencedToday in legal history, February 21 marks a significant moment in the annals of American jurisprudence and the power of the presidency. On this day in 1975, three key figures from President Richard Nixon's administration were handed prison sentences for their roles in the Watergate scandal, an event that would forever alter the landscape of political accountability and legal oversight in the United States. Former US Attorney General John Mitchell, Nixon's Chief of Staff H.R. Haldeman, and domestic adviser John Ehrlichman were convicted of obstructing justice, each receiving sentences ranging from 2 1/2 to 8 years. This landmark decision underscored the principle that no one, regardless of their position in government, is above the law. The sentencing followed a scandal that began with the break-in at the Democratic National Committee headquarters at the Watergate office complex and spiraled into a cover-up that led to President Nixon's resignation—the only resignation of a U.S. President to date. The trial and subsequent convictions of Mitchell, Haldeman, and Ehrlichman were pivotal in bringing to light the extent of the Nixon administration's attempts to undermine the democratic process. The fallout from the Watergate affair led to sweeping reforms designed to increase transparency and reduce the potential for abuse of power within the federal government. This included the enactment of the Ethics in Government Act, the establishment of the Office of Government Ethics, and significant amendments to the Freedom of Information Act. The events of February 21, 1975, serve as a stark reminder of the fragility of democratic institutions and the perpetual need for vigilance, oversight, and accountability in preserving the integrity of governance.The Biden administration is actively soliciting feedback on the potential risks and benefits associated with "open-weight" artificial intelligence (AI) models, which are crucial for AI systems and have significant implications for national security. These open-weight models, by making AI more customizable and accessible, can foster innovation among a wider range of users, including small businesses and researchers, but also pose risks by potentially circumventing built-in safeguards. This initiative, part of a broader effort outlined in the administration's 2023 executive order on AI, aims to gather insights on the implications of public access to model weights, national security concerns, and the appropriate level of government involvement in regulating these technologies. Alan Davidson of the Commerce Department emphasized the dual nature of open-weight AI models: while they promise to democratize innovation and foster competition, they also introduce substantial safety and security challenges. The administration is also seeking to coordinate with international partners to develop guidelines for managing the dissemination and regulation of these models globally. Feedback is invited over a 30-day comment period.By way of very brief background, an open-weight AI model refers to an artificial intelligence system whose internal parameters, or "weights," are openly accessible and modifiable by users or developers. Unlike proprietary models, where the weights are closely guarded secrets, open-weight models are transparent, allowing for greater scrutiny, understanding, and customization. This openness fosters collaboration and innovation, as researchers and practitioners can build upon existing work, adapt the models to new tasks, or improve their performance and fairness. By sharing the detailed workings of these models, the AI community aims to accelerate progress, ensure broader access to cutting-edge technology, and facilitate the ethical use of AI by making it more interpretable and accountable.Of course with openness comes the potential for any safeguards or guardrails to be circumvented, thus the comment period seeking guidance on the extent to which regulatory action is necessary. White House Seeks Comments on the Risks of Open-Weight AI ModelsElon Musk has received guidance for relocating Tesla Inc.'s incorporation from Delaware to Texas, following a Delaware Court of Chancery decision that TripAdvisor Inc. can move its incorporation to Nevada. This guidance comes from Vice Chancellor J. Travis Laster, who outlined the procedures required for such a move, drawing significant attention to the potential for corporate relocations to states with laws more favorable to officers and directors. The TripAdvisor case, challenged by investors for allegedly favoring directors at shareholders' expense, has highlighted the broader implications of corporate moves on shareholder rights and litigation risks.Delaware's status as a prime venue for corporate litigation, home to nearly 70% of Fortune 500 companies, is under scrutiny as corporations like Tesla consider relocation to states offering greater litigation protections. The recent court ruling against Musk's $56 billion Tesla pay package has fueled his criticism of Delaware courts and his consideration of Texas for Tesla's incorporation, aligning with his moves for SpaceX and Neuralink.Vice Chancellor Laster allowed the investor litigation against TripAdvisor's planned move to proceed, noting that Nevada's shareholder litigation protections are perceived to be weaker than Delaware's. This decision has sparked debate among legal experts about the comparative shareholder protections across states and the potential self-interest involved in such corporate relocations.The ruling sets a precedent that companies looking to relocate must ensure the process involves a disinterested special committee and shareholder vote, addressing concerns over conflicts of interest and self-dealing. However, Musk's ambition to relocate Tesla faces challenges, including his influence over board decisions and potential pressures on board members, illustrating the complexities of corporate governance and the balance between innovation and shareholder rights.This situation underscores the evolving landscape of corporate law, the strategic considerations of incorporation locations, and the ongoing debate over the best interests of shareholders versus the autonomy of corporate directors and officers.Musk Gets Guidelines for Moving Tesla With TripAdvisor OpinionThe Texas Attorney General, Ken Paxton, has initiated a lawsuit against Annunciation House, a Catholic nonprofit organization aiding migrants, on allegations of "alien harboring, human smuggling, and operating a stash house." This legal action aims to revoke the organization's operating license in Texas, accusing it of contributing to border chaos and illegal immigration with the support of federal funds from the Biden Administration. Paxton's lawsuit, filed in El Paso County District Court, asserts that Annunciation House knowingly sheltered around 300 migrants at a time to evade U.S. Customs and Border Protection, involving transportation and placement in secretive locations.Annunciation House has countered, arguing that Paxton's lawsuit stemmed from a denied immediate access to its records, deeming the legal challenge as a baseless attempt to shut down the nonprofit under pretexts that it decries as illegal, immoral, and anti-faith. In response, Dylan Corbett, executive director of the Hope Border Institute, expressed solidarity with Annunciation House, condemning the Texas Attorney General's actions as efforts to intimidate and criminalize humanitarian aid, conflicting with Christian teachings on neighborly love.The lawsuit highlights ongoing tensions between state and federal approaches to immigration, with Texas taking aggressive steps, such as constructing a military base camp near the Eagle Pass on the U.S.-Mexico border, to curb illegal crossings. This case reflects broader debates over immigration policy, humanitarian aid, and the roles of NGOs at the border, underscored by contrasting perspectives on how to address the complexities of migration and border security.Texas sues immigration nonprofit, claiming it engaged in smuggling | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe
This Day in Legal History: Congress Permits Voting Machines in Federal ElectionsOn this day in legal history, February 14, 1899, Congress marked a significant technological leap in the electoral process by approving the use of voting machines for federal elections. This decision opened a new chapter in how votes were cast and counted, moving away from the traditional paper ballots towards a more efficient and potentially more reliable mechanical method. The introduction of voting machines was seen as a revolutionary step forward, aimed at reducing fraud and errors that marred earlier elections. Like swapping a horse-drawn carriage for an automobile, this shift promised to propel the American electoral system into a new era of speed and precision, ensuring that the will of the people was registered and reported with unprecedented accuracy. This legislation not only reflected the innovative spirit of the age but also underscored a commitment to refining and advancing democratic processes.In a Bloomberg Law exclusive, Fenwick & West is laying off nearly 10% of its attorneys and staff amid challenges in the tech-focused legal market. The decision, communicated by firm chair Richard Dickson, comes after an evaluation of both current and anticipated future demands, affecting just under 10% of the firm's professionals. Fenwick & West, a key player in Silicon Valley legal circles with clients like Apple, Oracle, and Meta Platforms, is responding to a downturn in transactional markets that has similarly impacted other tech-centric law firms such as Cooley and Goodwin Procter. The firm had ramped up hiring from 2020 to early 2022 to meet a surge in demand, but the subsequent slowdown in transactional activity has led to misalignment between the firm's talent levels and client needs. Despite the layoffs, legal recruiter Summer Eberhard remains cautiously optimistic about the future of corporate transactional practices. Affected employees will receive a minimum of 13 weeks of base pay and health benefits, with the longest-tenured staff eligible for up to 40 weeks of compensation. Fenwick & West Laying Off Nearly 10% of Attorneys, Staff (2)A recent judicial decision has created significant ripples within the litigation financing sector, particularly impacting Burford Capital Ltd and its involvement in price-fixing lawsuits alongside plaintiff Sysco Corp. Magistrate Judge John F. Docherty ruled against the substitution of a Burford Capital affiliate as the plaintiff in pork and beef price-fixing cases, a move that challenged the firm's $140 million funding arrangement with Sysco. This decision underscores the tension between the objectives of litigation funders and the public policy against financial speculation on legal claims. The case has drawn attention to the broader litigation financing industry, valued at $13.5 billion, especially in the realm of antitrust claims, where the costs of litigation are notoriously high and outcomes uncertain.The clash between Sysco and Burford has ignited debate over the influence of third-party funders in litigation and prompted calls for increased transparency within the industry. Critics, including the US Chamber of Commerce, argue that such funding arrangements can unduly influence the course and outcomes of legal proceedings, pushing for legislation that would require disclosure of financing agreements in legal cases. Meanwhile, proponents of litigation finance see the judge's decision as a specific instance rather than a systemic problem within the industry, emphasizing its role in enabling costly antitrust litigation to proceed.The ruling, pending review, has not only put a spotlight on the practices and impacts of litigation finance but also sparked discussions on potential regulatory responses. As the industry navigates this challenging landscape, the case between Sysco and Burford may serve as a catalyst for reevaluating the balance between the needs of litigants for financial support and the integrity of the judicial process.Judge's Order Deals Blow to Sysco, Burford Capital in Pork SuitsAlphabet and Microsoft have diverged from the Nasdaq's recommended format for reporting board diversity, opting instead for a more visual representation using dots and check marks, while Tesla and Amazon have adhered more closely to the suggested templates. Since Nasdaq's rules requiring annual diversity disclosure took effect in 2022, companies listed on the exchange have adopted varied approaches to reporting, complicating direct comparisons between them. The regulations also mandate Nasdaq-listed companies to maintain diverse boards or explain the absence of diversity, a requirement that has withstood legal challenges from conservative groups. Despite the differences in reporting styles, experts like Amy Augustine of Boston Trust Walden Co. view the overall trend towards disclosure as progress, providing investors with crucial information previously unavailable. The use of symbols for disclosure, as seen in Alphabet and Microsoft's reports, is defended by some as offering more detail than Nasdaq's templates, though it presents challenges for analysis, particularly by computers. The Securities and Exchange Commission (SEC)'s move towards machine-readable data in proxy statements, such as requiring XBRL for pay-versus-performance data, contrasts with the less standardized board diversity information, which is not required to be XBRL-compliant. This discrepancy highlights the ongoing challenge of making diverse corporate disclosures more accessible for automated analysis. By way of very brief background XBRL, or eXtensible Business Reporting Language, is a global standard for digitally sharing financial and business information. Think of it as a translator, turning human-readable reports like financial statements into machine-readable data. This data is tagged with specific meanings, allowing computers to easily understand and analyze it. XBRL benefits everyone: companies save time and effort, investors gain deeper insights, and regulators get better data for analysis. It's revolutionizing the way business information is shared and used.As the SEC contemplates broader board diversity disclosure requirements for all public companies, the landscape of corporate reporting on board composition is poised for further evolution. This movement reflects a growing recognition of the importance of diversity in corporate governance and the need for transparency to support investors' decision-making processes.Alphabet, Microsoft Pivot From Nasdaq Diversity Reporting FormatElon Musk has vocalized concerns that Delaware, a jurisdiction chosen by a majority of large public companies for incorporation due to its predictable legal system, is attempting to thwart companies from relocating, particularly in light of a court decision that invalidated his $56 billion Tesla compensation package. Musk's reaction, notably on social media, suggests an urge for companies to consider moving their incorporations out of Delaware, citing the state's alleged efforts to "lock the doors," as exemplified by the Tripadvisor case.The TripAdvisor case revolves around the company's desire to relocate its incorporation from Delaware to Nevada, a move that reflects broader corporate discontent with Delaware's legal environment, despite its reputation for business-friendliness. TripAdvisor's move, endorsed primarily by chairman Greg Maffei despite opposition from a majority of minority shareholders, aims to benefit from Nevada's more lenient laws on self-dealing, where directors face fewer legal challenges. This case not only underscores the tension between corporate interests and shareholder protections but also signals a potential shift in the landscape of corporate registrations, with states like Nevada and Texas vying to attract businesses away from Delaware. The outcome of TripAdvisor's attempt to move could set a precedent affecting Tesla's and other companies' relocation plans, amidst ongoing debates about the balance between corporate governance and shareholder rights.Delaware's legal framework, historically favored for its specialized Chancery Court and non-jury trials, has been perceived as facilitating rather than obstructing corporate moves to other states. Recent legislative adjustments in 2022 have simplified the process for companies wishing to reincorporate elsewhere, allowing such moves with majority shareholder approval, a shift from the previous requirement for unanimous consent. This modification ostensibly makes Delaware more accommodating for companies contemplating relocation.However, the Delaware Court of Chancery's ongoing examination of reincorporation efforts, especially those potentially advantageous to controlling shareholders, introduces a layer of complexity. The Tripadvisor litigation highlights this scrutiny, with allegations that a planned move to Nevada could enable easier self-dealing by significant stakeholders, suggesting Delaware's courts may critically evaluate such transitions to ensure they do not undermine minority shareholder interests.The situation with Tesla underscores a broader dialogue on corporate governance, shareholder rights, and the legal mechanisms in place to safeguard these interests. While Musk's significant influence at Tesla has been acknowledged by Delaware courts, the specific dynamics of Tesla's proposed shift to Texas—where legal protections differ from Nevada—might not directly align with the concerns raised in the Tripadvisor case.The impending ruling in the Tripadvisor case is anticipated with interest, as it will offer further clarity on Delaware's stance towards companies seeking to relocate, especially those with intricate shareholder structures. This decision will be pivotal, potentially setting precedents on the degree of judicial oversight Delaware will exercise over such moves, and elucidating the balance between corporate autonomy and the protection of shareholder interests.In summary, while Delaware has been characterized by Musk as obstructive, the state's legal amendments and judicial attitudes suggest a more nuanced approach, aiming to balance the flexibility for companies to reincorporate with the need to protect minority shareholders. The outcomes of ongoing legal deliberations, including the TripAdvisor and Tesla situations, will likely contribute significant insights into the evolving landscape of corporate governance and relocation.Explainer: Did Delaware 'lock the doors' to stop companies from leaving, as Musk claims? | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe
This Day in Legal History: First Meeting of the Supreme CourtOn this day in legal history, a landmark event occurred on February 1, 1790, marking a significant moment in the American judicial system. On this date, the Supreme Court of the United States convened for its inaugural session, a pivotal step in establishing the country's legal framework. This historic meeting took place in the Merchants' Exchange Building in New York City, which was then serving as the national capital. The first assembly of the Supreme Court was an event of monumental importance, symbolizing the operational commencement of the U.S. judiciary under the new Constitution.The Supreme Court's first session was presided over by Chief Justice John Jay, a key figure in the early development of the United States' legal system. Alongside him were five Associate Justices: James Wilson, John Blair, James Iredell, William Cushing, and John Rutledge. These men were the pioneers in the highest court of the land, tasked with laying the foundation for the judicial interpretation of the Constitution. Despite the significance of this event, the initial meeting faced a delay. Due to the transportation challenges of the 18th century, Chief Justice Jay postponed the meeting until the next day, highlighting the logistical difficulties of that era.The primary objective of this first gathering was not to adjudicate cases but to focus on organizing the Supreme Court itself. This organizational session was crucial for setting up the procedures and principles that would guide the Court in its future deliberations. It was not until 1792 that the Supreme Court heard its first actual case, Chrisholm v. Georgia. This case, heard two years later, would mark the beginning of the Court's long history of legal adjudication and interpretation, a legacy that continues to shape American law and society–for better or worse. The establishment of the Supreme Court in 1790 thus stands as a cornerstone in the construction of the United States' legal system, a testament to the foresight and vision of the nation's founders–for better or worse. A Pennsylvania lawyer, Zachary Greenberg, has escalated a challenge against an anti-harassment and anti-discrimination rule for attorneys to the U.S. Supreme Court. Greenberg, associated with the Foundation for Individual Rights and Expression, disputes the 3rd Circuit U.S. Court of Appeals' August ruling which denied his standing to challenge the rule. The 3rd Circuit found the rule, which prohibits intentional harassment or discrimination, inapplicable to Greenberg's professional activities. However, Greenberg argues that the 3rd Circuit erred in its standing decision due to subsequent revisions to the rule and assurances from a Pennsylvania bar official that he would not be disciplined under it.Greenberg's petition to the Supreme Court claims that changes in policy do not alter the standing issue, even if his complaint adapts to new policies. The rule in question, modeled after an American Bar Association standard, forbids lawyers from knowingly engaging in discriminatory or harassing conduct. Greenberg fears that his presentations on offensive language could be construed as violations of this rule. However, the 3rd Circuit panel opined that the rule does not likely prohibit Greenberg's planned activities.Initially adopted in 2020, the rule was later amended following Greenberg's initial lawsuit. A U.S. District Judge declared the revised rule unconstitutional in March 2022, but the 3rd Circuit reinstated it later. The rule has garnered support from the American Bar Association and other bar groups, while facing opposition from conservative, religious, and civil rights organizations over concerns of potential misuse. The case, Greenberg v. Lehocky, continues to evoke debate on the balance between professional conduct standards and free speech rights within the legal community.Challenge to attorney bias rule heads to US Supreme Court | ReutersElon Musk is advancing plans to relocate Tesla's legal domicile to Texas, following a court defeat in Delaware concerning his compensation at Tesla Inc. Musk, who has already moved Tesla's headquarters and his personal and charitable interests to Texas, is now proposing a shareholder vote to change Tesla's incorporation from Delaware to Texas. This move comes after a Delaware judge invalidated his $55 billion pay package, prompting Musk to seek his followers' opinion on the relocation, which garnered overwhelming support for Texas.Texas has been actively attracting businesses with its low taxes and regulatory environment. The state is also developing its own business-court system, presenting a challenge to Delaware's dominance in U.S. incorporations. However, moving Tesla's legal base to Texas poses risks due to the unpredictability and lengthy resolution times of business disputes in Texas courts, in contrast to Delaware's established corporate-governance laws and experienced Chancery court judges.To address these concerns, Texas is setting up dedicated business courts in major cities, although there are challenges in recruiting experienced judges due to lower salaries compared to Delaware. Musk's interest in Texas also extends to his other ventures, such as SpaceX and a new school planned in Austin. His growing ties to Texas are evident, although his political contributions in the state have been relatively modest. Despite preferring to avoid politics, Musk has shown a warmer relationship with Texas Governor Greg Abbott on social media, aligning with the state's business and social policies.Musk Moves Ahead With Plan to Shift Tesla Domicile to TexasA lawsuit filed by Donald Trump against Orbis Business Intelligence, a British private investigations firm, was dismissed by London's High Court. The suit was related to the Steele dossier, which made allegations about connections between Trump's campaign and Russia. Former U.S. President Trump, currently a frontrunner for the 2024 Republican presidential nomination, initiated the data protection lawsuit over claims in the dossier authored by Orbis co-founder and ex-British intelligence officer Christopher Steele. Judge Karen Steyn ruled that Trump's case lacked compelling reasons to proceed. In a witness statement, Trump had asserted that he filed the lawsuit to disprove allegations in the dossier, particularly those regarding supposed "perverted sexual acts" in Russia. These claims, published on BuzzFeed in 2017, were largely unsubstantiated, and Trump's legal team described the report as "egregiously inaccurate," containing false or fabricated allegations.Judge Steyn, in her ruling, did not make any determination regarding the accuracy of these allegations. Orbis contended that Trump's lawsuit was merely an attempt to settle "longstanding grievances" against the company and Steele. Judge Steyn found that Trump had no reasonable grounds for seeking compensation or damages. This London lawsuit is one of many legal challenges involving Trump, who is also facing four separate criminal prosecutions in the United States.Donald Trump's lawsuit over 'Steele dossier' thrown out by UK court | ReutersActor Alec Baldwin has pleaded not guilty to charges of involuntary manslaughter in connection with the 2021 shooting death of cinematographer Halyna Hutchins on the set of the Western movie "Rust" in New Mexico. Baldwin entered his plea and waived his right to an arraignment, following a grand jury indictment on January 19. This indictment revived the criminal case which had been previously dismissed.Baldwin, known for his role in "30 Rock," remains free without bond. The case has garnered significant attention, raising questions about firearms safety in film and TV production. Baldwin has consistently denied responsibility for Hutchins' death, maintaining that he was told the gun was "cold" and that it discharged without him pulling the trigger. The original charges were questioned over the possibility of the gun being modified to fire on its own.However, prosecutors pursued the indictment after an independent forensic test concluded the gun could not fire without the trigger being pulled. The shooting not only resulted in Hutchins' death but also wounded director Joel Souza. Evidence presented by the special prosecutor suggests that the live round was introduced to the set by the movie's weapons handler, Hannah Gutierrez. Gutierrez faces a separate trial for involuntary manslaughter charges on February 21. David Halls, the film's assistant director who handed Baldwin the gun, has entered a plea deal. The core issue remains how a live round, which is strictly prohibited on film sets, ended up in Baldwin's gun. Prosecutors have evidence of live rounds on set days before the incident. Gutierrez's attorney disputes the prosecutors' claims, suggesting that the evidence will be clarified during the trial.Alec Baldwin pleads not guilty to involuntary manslaughter charge | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe
This program will cover recent opinions of the Delaware courts on important aspects of M&A agreements, including remedies for damages based on “lost premiums” available to sellers and the parties capable of brining those claims and equitable limits on specific performance, as well as equitable and process considerations, including the standard of review applicable in controller buyouts as well as claims for aiding and abetting breach of fiduciary duty on the part of buyers. The program will address, among others, the Court of Chancery's opinion in Crispo v. Musk finally resolving Delaware's take on so-called “Con Ed provisions” as well as the opinions in Smart Local Unions and Councils Pension Fund v. BridgeBio Pharma, Inc., In re Columbia Pipeline Group, and 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd. Materials summarizing these and other opinions will be available. Questions? Inquiries about program materials? Contact Trenon Browne at tbrowne@bostonbar.org
William Weare's murder was brutal, gruesome, and a source of complete fascination for the public, and it set the stage for illustrated crime reporting. Research: Cunningham, Alice. “Radlett: The horrifying 19th century murder that put Hertfordshire's most affluent town on the map.” Hertfordshire Mercury. 11/18/2020. https://www.hertfordshiremercury.co.uk/news/hertfordshire-news/radlett-horrifying-19th-century-murder-4708130 Smith, Daniel. “'Murder jug' from 19th Century sells for big money.” Leicester Mercury. 8/20/2022. https://www.leicestermercury.co.uk/news/uk-world-news/murder-jug-19th-century-sells-7487222 Muir, John. “Seven Men Sentenced to Die.” From Rare Books Collections, National Library of Scotland.” https://digital.nls.uk/broadsides/view/?id=14718 “A narrative of the mysterious and dreadful murder of Mr. W. Weare : containing the examination before the magistrates, the Coroner's Inquest, the confession of Hunt, and other particulars previous to the trial, collected from the best sources of intelligence, with anecdotes of Weare, Thurtell, Hunt, Probert, and others, and a full report of the trial, and subsequent execution at Hertford.” London. 1824. https://play.google.com/books/reader?id=Kq5XAAAAcAAJ&pg=GBS.PA1 “The horrid effects of gambling, exemplified in the atrocious murder of Mr. William Weare, who was first treacherously inveigled to and then cruelly butchered by his associates, in Gill's Lane, Herts : together with The remarkable trial and conviction of John Thurtell and Joseph Hunt, for the murder : including Thurtell's eloquent defence, his demeanor previous to and throughout the trial, and a particular account of his c.” Via JSTOR. https://www.jstor.org/stable/community.32830888 Fraser, Angus. "Thurtell, John (1794–1824), murderer." Oxford Dictionary of National Biography. September 23, 2004. Oxford University Press. Date of access 11 Sep. 2023, https://www.oxforddnb.com/view/10.1093/ref:odnb/9780198614128.001.0001/odnb-9780198614128-e-27414 Wheeler, Susan. “Medicine in Art: The Lancett Club at a Thurtell Feast', by Thomas Rowlandson.” Journal of the History of Medicine and Allied Sciences. July 2002. Vol. 57, No. 3. Via JSTOR. https://www.jstor.org/stable/24623701 Digby, Everard. “Somme Inns of Chancery.” From “The Commonwealth Law Review.” C. F. Maxwell. January 1906. https://play.google.com/store/books/details?id=pQBCAQAAMAAJ Borowitz, Albert. “The Thurtell-Hunt Murder Case: Dark Mirror to Regency England.” Louisiana State University Press. 1987. "Inns of Court." Britannica Library, Encyclopædia Britannica, 27 May. 1999. Accessed 13 Sep. 2023. Rider, Clare. “The Inns Of Court And Inns Of Chancery And Their Records.” The Inner Temple. https://www.innertemple.org.uk/who-we-are/history/historical-articles/the-inns-of-court-and-inns-of-chancery-and-their-records/ See omnystudio.com/listener for privacy information.
On this day in legal history, September 21, 1981, the United States Senate approved the nomination by President Reagan of Sandra Day O'Connor to the United States Supreme Court–making her the first female Supreme Court justice. O'Connor, who often leaned conservative, used her political experience from her time in the Arizona state Senate to shape her judicial views. She was known for filing concurring opinions that aimed to limit the scope of majority rulings. She faced opposition from the time of her nomination from anti-abortion and religious groups. During her tenure, O'Connor was known for her pragmatic approach and often served as the swing vote in contentious cases. Initially aligning closely with conservative Chief Justice William Rehnquist, her voting record later became more moderate as the Court's composition shifted. She played a pivotal role in key decisions, including those related to abortion rights, affirmative action, and campaign finance.She was involved in landmark cases such as Grutter v. Bollinger, which upheld the constitutionality of race-based admissions to universities, and Planned Parenthood v. Casey, which preserved the core constitutional precept of Roe v. Wade. O'Connor retired in 2006 but left a lasting impact on American jurisprudence, particularly in her nuanced approach to complex legal issues.O'Connor also had a brief stint in acting, appearing as Queen Isabel in a 1996 Shakespeare Theatre production of Henry V. In a landmark decision, she cast the deciding vote in the 2000 Bush v. Gore case, which ended the Florida vote recount and paved the way for George W. Bush's presidency. She later expressed reservations about the court's involvement in the case.In another historic moment, O'Connor became the first woman to preside over an oral argument in the Supreme Court during the case of Kelo v. City of New London on February 22, 2005. Later that year, at the age of 75, she announced her plans to retire from the bench. Following her retirement, she took on the ceremonial role of the 23rd chancellor of William and Mary College in Williamsburg, Virginia, a position first held by George Washington. Her groundbreaking career remains a significant chapter in the history of the U.S. Supreme Court.The Federal Circuit's active judges have suspended 96-year-old Judge Pauline Newman for one year for failing to undergo medical testing as part of a disability and misconduct investigation. Initiated by Chief Judge Kimberly A. Moore, the probe began after Newman allegedly had a cardiac incident and raised questions about her productivity. The investigation is notable for its public nature, a rarity in judicial disability investigations. Legal scholars suggest that such probes may become more frequent as the average age of federal judges has risen to 69.Newman has contested the investigation, framing it as bullying and arguing that it was motivated by her frequent dissents in favor of stronger patent rights. The council stated that Newman's non-compliance with medical tests hampers their ability to assess her fitness for duty. A special committee had recommended the suspension, citing Newman's consistent refusal to cooperate.Newman's lawyer, Greg Dolin, criticized the investigation's procedures and called the renewable suspension "unlawful" under the Judicial Conduct and Disability Act. Newman plans to appeal the council's order and has also filed a lawsuit seeking reinstatement. She submitted two medical reports affirming her mental fitness, which the council dismissed as inadequate.The case has drawn public attention, contrasting sharply with Newman's recent accolades at a legal conference. Affidavits from court staff depict her as struggling with memory loss and paranoia, adding another layer of complexity to this unprecedented judicial probe.Embattled 96-Year-Old Judge Suspended in Disability Probe (2)A high-stakes antitrust lawsuit has been filed against the Ultimate Fighting Championship (UFC) by around 1,200 former fighters, including Nate "Rock" Quarry. The suit alleges that UFC confines athletes to perpetual contracts and pays them far less than they would earn in a competitive market. The case has been fast-tracked for trial next spring and is closely watched as it could set a precedent for athletes in various sports to fight for better pay using antitrust law.The UFC, owned by Endeavor Group Holdings, generated a record revenue of $1.14 billion last year and reaches over 900 million households globally. Fighters are required to sign exclusive deals, often including four fights per year. However, the UFC allegedly withholds the last fight in a contract until the fighter agrees to renew, effectively trapping them in a cycle of successive contracts.The fighters argue that the UFC is a "monopsony," a sole buyer in a market, and accuse it of abusing this power. Monopsony cases are rare but have gained attention under the Biden administration. While there are other combat sports promotions, the plaintiffs argue that UFC controls the majority of fighters in nearly all weight classes and has also bought or shut down its rivals.The class action status of the lawsuit increases the risk for UFC, as it could be compelled to pay up to $4.8 billion in treble damages. The case could also encourage athletes in other industries to file similar suits. UFC has petitioned to appeal the class certification, arguing that the court erroneously certified the class.The case also highlights the financial struggles of fighters, who are independent contractors paid per bout. While top fighters can earn millions, most fighters have to fund their own training and equipment, leaving them with little net income. The case aims not just for compensation but also to bring about a change in the sport, offering fighters better terms and ending the cycle of perpetual contracts.UFC Fighters Test Antitrust Law to Escape ‘Perpetual' ContractsThe U.S. federal judiciary has enough funds to operate for at least two weeks if the government shuts down due to a lapse in funding. The Administrative Office of the U.S. Courts stated that court fees and other available funds could be used to continue hearing cases. Some case deadlines may be rescheduled if federal agency attorneys are not working during the shutdown. If the funds do run out, the judiciary would operate on a limited basis, retaining only the staff necessary for mission-critical work.Current government funding is set to expire at the end of the fiscal year on September 30, putting pressure on lawmakers to reach a deal on a short-term funding bill. Infighting among House Republicans and disagreements between the Republican-controlled House and Democratic-controlled Senate have jeopardized the passage of appropriations bills for fiscal year 2024. House Republicans have proposed allocating $8.7 billion to the federal judiciary for the next fiscal year, while Senate Democrats have proposed $8.56 billion. Both fall short of the judiciary's request for $9.1 billion.Judge Lavenski Smith of the U.S. Court of Appeals for the Eighth Circuit expressed that a potential government shutdown is a "consistent matter of concern" and that plans are being considered to keep the judiciary operational. The judiciary, which employs nearly 30,000 people, almost ran out of money during the last government shutdown in 2018. The Case Management/Electronic Case Files (CM/ECF) system, used for electronic filing of documents, remained operational during the previous shutdown. The U.S. Supreme Court, which opens its new term on October 2, has used non-appropriated funds in the past to continue short-term operations.Judiciary Has Funds for Two Weeks if Government Shuts Down (1)A legal team that successfully sued Tesla's board of directors for allegedly overpaying themselves is now seeking $229 million in legal fees, amounting to $10,690 an hour. The request was made in a filing in Delaware's Court of Chancery on September 8. If approved, this would be one of the largest fee awards ever resulting from a shareholder lawsuit against a board. The case took several years to build and focused on the compensation paid to Tesla's directors from 2017 to 2020.The 12 director defendants, including James Murdoch and Larry Ellison, had agreed to return $735 million in compensation and forego another potential $184 million. They also agreed to overhaul the board's compensation determination process. The settlement money will be paid to Tesla and indirectly benefit shareholders, making this a derivative lawsuit.The law firms involved in the case estimate the total settlement value at $919 million and are seeking 25% of that sum as their fee. They are also requesting about $1 million in expenses. Partners and staff from the law firms involved have billed thousands of hours on the case.Courts typically review fee requests by balancing the need to reward risk and effort against the risk of a disproportionate windfall that could undermine public confidence in the legal system. David Paige, founder of Legal Fee Advisors, described the fee request as "extraordinary" compared to typical hourly rates for corporate attorneys, which can go up to $2,000.Tesla's directors have not yet objected to the fee request but are expected to do so, according to court filings. A hearing to approve the settlement and the legal fees is scheduled for October 13, and Tesla shareholders have until Friday to file any objections.In 2012, Delaware courts approved an hourly rate that worked out to $35,000 in a Southern Copper shareholder lawsuit, setting a precedent that the outcome achieved should be the focus, not the hourly rate.Lawyers who sued Tesla board for excess pay want $10,000 an hour | ReutersA recent Reuters/Ipsos poll reveals that a majority of Americans, including both Democrats and Republicans, support the ongoing strikes in the auto industry and Hollywood. The poll found that 58% of Americans back the United Auto Workers union's strike against Ford, General Motors, and Stellantis for better pay and benefits. In the entertainment industry, 60% support the strikes by screenwriters and actors for better pay and protections. Among Democrats, the support is especially strong, with 72% backing the auto workers strike and 79% supporting the Hollywood strike. Interestingly, a significant number of Republicans also expressed support for the strikes, despite the party's traditional pro-business stance. The poll reflects a broader trend of increased union activism in the U.S., with 2023 on track to become the busiest year for strikes since 2019.Americans broadly support auto, Hollywood strikes -Reuters/Ipsos pollA U.S. authors' trade group, including renowned writers like John Grisham and George R.R. Martin, has filed a class-action lawsuit against OpenAI. The lawsuit accuses OpenAI of unlawfully training its AI chatbot, ChatGPT, on copyrighted works from these authors. The Authors Guild, which filed the suit, is also concerned that the training data may have been sourced from illegal online book repositories. OpenAI has defended its actions by claiming that the use of internet-scraped training data falls under "fair use" according to U.S. copyright law. The lawsuit is part of a broader legal landscape where AI companies are facing challenges over the data used to train their systems.John Grisham, other top US authors sue OpenAI over copyrights | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe
If you've seen "The Exorcist," you may wonder what's factual and what's Hollywood sensationalism. You may get scared when it comes to this topic. What's the truth amidst all the noise? Drew Mariani and guest Adam Blai discuss the topic of exorcisms within the Catholic Church. They touch upon several key points: The Reality of the Demonic: The Church acknowledges the existence of the demonic and the need to confront it. Adam Blai works in the Chancery and the Tribunal for the Diocese of Pittsburgh, and they discuss the unique authority of the Catholic Church in dealing with exorcisms. The Authority of the Church: Blai emphasizes the importance of having the authority of the Catholic Church behind exorcism efforts. He compares it to a citizen's arrest, explaining that attempting an exorcism without proper authority and support from the Church can be risky and ineffective. Distinguishing Between Mental Illness and Possession: They discuss the challenge of distinguishing between mental illness and possession. Blai explains that while temptation and influence from demons can be normal, possession involves specific signs that cannot be explained by medical or psychological conditions. The Role of Holy Objects: Demons perceive blessed and holy objects as painful. They can identify such objects and react to them negatively, which helps in the diagnosis of possession. Addressing Addiction and Spiritual Affliction: Blai discusses the link between addiction, particularly to pornography, and potential spiritual affliction. He suggests that while it can be difficult to determine the exact cause, a combination of psychological and spiritual factors may be at play. Possession at a Young Age: Blai explains that in theory, someone could be possessed from birth if their parents consecrated them to the demonic. However, he notes that possession typically becomes active when a person reaches an age where they can make choices about sin. Receiving the Eucharist: Possessed individuals often flee the church before receiving the Eucharist, as they cannot tolerate the presence of holy things during Mass. The episode provides insights into the Catholic Church's approach to exorcism, the importance of proper authority, and the complexity of discerning possession from other conditions. Adam Blai also mentions his book "The History of Exorcism," which is available online and in major bookstores.
Are corporate lobbyists using the secretive process that updates the general corporation law to impact a pending settlement? Chance from Chancery Daily joins Rob in the bunker to talk about how an AMC case in Chancery Court might be affected by Delaware's yearly update to the corporate law, and why the Delaware Way should be about integrity and not secrecy.Show Notes:Hal Weitzman episodeChancery Daily substackSB 114
This is Garrison Hardie with your CrossPolitic Daily News Brief for Thursday, October 26th, 2022. Boniface Woodworking LLC: Boniface Woodworking exists for those who enjoy shopping with integrity; who want to buy handmade wooden furniture, gifts, and heirloom items that will last for generations. From dining tables and church pulpits to cigar humidors and everything in between; quality pieces that you can give your children’s children, tie them to their roots, and transcend the basic function of whatever they are! So, start voting with your dollars, and stop buying cheap crap from people who hate you! Visit www.bonifacewoodworking.com to see our gallery, learn our story, and submit your order for heirloom quality wood items. https://thepostmillennial.com/hundreds-of-employees-leave-twitter-for-jobs-with-meta-google-as-musk-deal-approaches?utm_campaign=64487 Hundreds of employees leave Twitter for jobs with Meta, Google as Musk deal approaches Twitter employees are leaving at rates not seen before as a result of Tesla and Space X CEO Elon Musk's takeover, Business Insider reports. Several hundred employees have left the media giant in 2022, with 530 leaving in the last three months. Many have left to competitors such as Meta and Google, the outlet reports This may not be bad news for Musk, however, as the multibillionaire reportedly has intentions of cutting staff by up to 75 percent, according to a report. Musk is set to close the deal on Friday. Musk offered to buy Twitter in April but then sought to end the acquisition a few months later, which resulted in a legal battle between him and the company. Earlier this month, Musk announced he would go through with the original offer. The Delaware Court of Chancery has given Musk until Oct. 28 to close the deal, otherwise, the matter will go to trial in November. According to Fox News, on Tesla’s earnings call last week, Musk said he was "excited about the Twitter situation." https://www.reuters.com/markets/us/us-mortgage-interest-rates-jump-716-highest-since-2001-2022-10-26/ U.S. mortgage interest rates jump to 7.16%, highest since 2001 The average interest rate on the most popular U.S. home loan rose to its highest level since 2001 as tightening financial conditions weigh on the housing sector, data from the Mortgage Bankers Association (MBA) showed on Wednesday. The average contract rate on a 30-year fixed-rate mortgage rose by 22 basis points to 7.16% for the week ended Oct. 21 while the MBA's Market Composite Index, a measure of mortgage loan application volume, fell 1.7% from a week earlier. Mortgage application activity is at its slowest pace since 1997. Mortgage rates have more than doubled since the beginning of the year, as the Federal Reserve pursues an aggressive path of interest rate hikes to rein in stubbornly high inflation. The central bank is expected to raise rates by 75 basis points for a fourth straight time at the conclusion of its next policy meeting on Nov. 1-2. Those actions, designed to cool the economy sufficiently to curb price pressures, have weighed heavily on the interest-rate-sensitive housing sector as expectations for Fed tightening have led to a surge in Treasury yields. The yield on the 10-year note acts as a benchmark for mortgage rates. https://www.foxnews.com/politics/biden-warns-most-covid-related-deaths-this-year-result-people-not-being-updated-their-vaccines Biden warns most COVID-related deaths this year will be result of people not being updated on their vaccines President Biden on Tuesday warned the American people that nearly every COVID-related death this year will be because people have not received the updated vaccine. Biden also called on Congress to provide the billions of dollars the administration has requested to buy additional vaccines, tests and treatments. The president’s comments come ahead of the holiday season when the weather is colder and more people are spending time indoors and contagious viruses are more likely to spread. Biden pointed to new variants in the U.S. and a rise in hospitalizations in Europe and urged people to get the latest vaccine and the flu shot. A study from the Centers for Disease Control and Prevention (CDC) earlier this year found that more than 75% of COVID-19 deaths in fully vaccinated people had occurred among those with at least four comorbidities. Biden twice tested positive for COVID-19 in July, despite being fully vaccinated and twice boosted. His physician said the president’s rare "rebound" positivity followed treatment with PAXLOVID. Later in the press conference, Biden rolled up his sleeve and got his updated COVID-19 booster shot from a member of the White House medical unit. He had to delay getting his booster, in accordance with federal health guidance, because of his infection over the summer. More than 20 million people, including nearly 1 in 5 older adults, have gotten the updated COVID-19 booster, the White House said. The vaccine has been reformulated to target the BA.4 and BA.5 subvariants of omicron, the most dominant strains in the United States. https://thepostmillennial.com/breaking-darrell-brooks-found-guilty-of-intentional-homicide?utm_campaign=64487 Darrell Brooks found guilty of intentional homicide On Wednesday morning, the jury found Darrell Brooks guilty of six counts of intentional homicide, 61 counts of reckless endangerment, six counts of hit and run, two counts of bail jumping, and one count of battery in connection to the Waukesha Christmas parade last year, where Brooks drove his SUV through the crowd. Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. While waiting for the jury to be brought out, Brooks once again stated that he "does not consent" to be called his legal name, and brought up "subject matter jurisdiction," stating that it has not been addressed. Brooks continued on to list of a number of requests, which Dorow acknowledged, but denied. Amidst the nearly month-long trial, Brooks has argued with Dorow on a multitude of points, causing interruptions which in many cases resulted in Brooks being moved to a neighboring courtroom to listen in. On November 21, 2021, Brooks drove through the Waukesha Christmas parade, killing six people, including members of the Dancing Grannies group which were marching in the parade, as well as children. More than 60 people were injured in the incident. Brooks was soon after identified as the suspect in the parade attack, after police discovered the red Ford Explorer seen plowing into the parade parked not far from the scene of the crime with damage to the front end of the vehicle. In addition to the Reddit post, Brooks has attempted to have the charges against him thrown out because of a reported recall on his model year of vehicle regarding the throttle body. Brooks said that a class action lawsuit has been filed alleging that the vehicle can speed up without warning due to a malfunction. Brooks brought up this point during the last days of his trial, with Dorow dismissing Brook’s requests, stating, "I've made my decision. I expect that you respect the decision at least as we are not going to debate it further." Brooks has also attempted to state that he is a "sovereign citizen," therefore not subject to the jurisdiction of the government. Dorow called Brooks’ declaration of being a sovereign citizen an "obstructionist tactic." So again, Brooks was found guilty of all charges. A hearing regarding sentencing will begin on Monday. Redballoon Not so long ago, the American dream was alive and well. Employees who worked hard were rewarded, and employers looked for people who could do the job, not for people who had the right political views. RedBalloon.work is a job site designed to get us back to what made American businesses successful: free speech, hard work, and having fun. If you are a free speech employer who wants to hire employees who focus on their work and not identity politics, then post a job on RedBalloon. If you are an employee who is being censored at work or is being forced to comply with the current zeitgeist, post your resume on RedBalloon and look for a new job. redballoon.work, the job site where free speech is still alive! www.redballoon.work https://www.foxnews.com/politics/rubio-canvasser-attack-2nd-suspect-arrested-police-say-he-confronted-victim-being-republican Rubio canvasser attack: 2nd suspect arrested, police say he confronted victim for being Republican Police in Hialeah, Florida, have arrested a second suspect for an alleged assault on a canvasser for Sen. Marco Rubio, R-Fla., that took place Sunday night. According to an arrest affidavit obtained by Fox News Digital, Jonathan Alexander Casanova joined Javier Lopez in attacking the canvasser. The document also noted that the canvasser told police that Casanova told him he could not pass through the area because he was a Republican. "After tirelessly working to bring justice to the victim, Hialeah Police Detectives have arrested and charged Jonathan Alexander Casanova for the attack which occurred on Sunday, October 23, 2022," Sgt. Jose Torres said in a statement to Fox News Digital. The arrest affidavit says that the victim – who has since been identified by local media as Chris Monzon – was walking in the neighborhood handing out fliers for Rubio and Gov. Ron DeSantis when Casanova and Lopez were blocking the sidewalk. Following an argument, the affidavit says, Lopez "rushed the victim and threw him on the ground," and then Casanova "began to kick the victim on the head as he was on the ground." While Casanova kicked him, Lopez punched Monzon in the head, police said. The affidavit says a witness then pulled Casanova off of Monzon, and then Casanova released two German shepherds from his car and walked with them over to Monzon, who was on the ground, and "began to give commands to the dogs to attack and bite" him. The police document says neighbors eventually separated everyone involved, but Casanova fled before officers arrived at the scene. The affidavit says that Lopez identified Casanova to police and that Monzon later identified Casanova via a photo line-up. Monzon also provided a sworn statement on video, which is when he said Casanova told him he could not pass because he is a Republican and threatened to have his dogs attack him. Monzon said in the statement that he tried to walk around Casanova and Lopez but that Casanova then told him he was not allowed to walk around the neighborhood and threatened to shoot him if he continued. Monzon then said he was on public property. Rubio's tweet also said that the alleged attackers said Republicans were not allowed in their neighborhood. Initially, police said they had not determined if the attack was politically motivated, and Lopez's arrest affidavit did not mention any remarks about political parties. Guys, I don’t really have much in sports for you today… maybe who do you guys have in the world series this year? The Astros are coming into the series with a perfect 7-0 record in the post season, so they’ve looked pretty good… I don’t know! Y’all should check in with our resident baseball expert Mark Dewey. Go check his show out, In The Bullpen to go get your baseball fix! But I’ll be covering the series as it unfolds. The first game is this Friday, so stay tuned.
You've likely heard that Elon Musk wanted to buy Twitter… and that he is now trying to get out of buying Twitter… and that at first he wanted to defeat the bots on Twitter… but now he's apparently surprised that there are lots of bots on Twitter. It's a spectacle made for the headlines, but it's also, at its core, a regular old corporate law dispute. This week on Arbiters of Truth, our series on the online information ecosystem, Evelyn Douek spoke with Adriana Robertson, the Donald N. Pritzker Professor of Business Law at the University of Chicago Law School, to talk about the legal issues behind the headlines. What is the Delaware Court of Chancery in which Musk and Twitter are going to face off? Will it care at all about the bots? And how do corporate lawyers think and talk about this differently from how it gets talked about in most of the public conversation about it?Support this show http://supporter.acast.com/lawfare. See acast.com/privacy for privacy and opt-out information.
If you’re planning a trip to Europe anytime soon, now is the time to exchange your dollars for euros. For the first time in 20 years, $1 is nearly equal to one euro. We’ll talk about what it means for the global economy. Plus, mini-explainers on carry trades and Sri Lankas’s economy. And the moment space geeks have been waiting for: The first image from the James Webb Space Telescope is here, and it’s a beauty! Finally, Kimberly has a 7/11 tradition, and we’re here for it! Here’s everything we talked about today: “Global population growth hits lowest rate since 1950″ from The Financial Times “Battered Euro Edges Ever Closer to Parity as Dollar Runs Rampant” from Bloomberg “What Is Delaware’s Court of Chancery and Its Role in Elon Musk’s Twitter Deal?” from The New York Times “EXPLAINER: Why Sri Lanka’s economy collapsed and what’s next” from The Associated Press “Sri Lanka Crisis Flashes Warning for Other Indebted Economies” from The Wall Street Journal “First Images from the James Webb Space Telescope” from NASA Listen: “Twenty-Four Seven” podcast Watch: Beyoncé’s “7/11” video We want to hear your answers to the Make Me Smart question: What is something you thought you knew but later found out you were wrong about? Send them our way. We’re at makemesmart@marketplace.org. Or leave us a voice message at (508) 827