Podcasts about delaware chancery court

John is joined by Christopher Kercher, partner in Quinn Emanuel's New York office, and Jeffrey Chivers, co-founder of litigation AI company Syllo AI.  They discuss the transformative role artificial intelligence played in a recent Quinn Emanuel trial victory in Delaware Chancery Court.  The case involved Desktop Metal's attempt to force Nano Dimension to complete a $183 million merger, where Nano tried to stall the deal by slow-walking regulatory approvals by the Committee on Foreign Investment in the United States until the drop-dead date for the transaction had passed.  Quinn Emanuel was hired to represent Desktop Metal only six weeks before trial, requiring an accelerated approach to discovery and case preparation.  The team used Syllo AI, a litigation focused product that allowed them to review and organize massive volumes of documents through natural language prompts, create timelines, tag relevant material, and identify patterns much faster than traditional methods.  The Syllo platform also integrates multiple AI models that cross-check each other's outputs while following built-in mental models of legal reasoning.  During the trial, Syllo customized its tools to provide rapid privilege log and document production deficiency analysis, helping to identify gaps in the opposing side's discovery.  The team also worked with Claude, a large language model developed by Anthropic to test ideas, explore potential legal theories, and brainstorm approaches to witness examinations.  Syllo and Claude helped attorneys identify relevant evidence for use in expedited post-trial briefs and suggested potential lines of questioning for depositions.  Attorneys directed all AI usage, with Claude serving as a cognitive tool that amplified the legal team's capabilities while the attorneys maintained full responsibility for all work product.  AI did not displace anyone on the trial team. Instead, it complemented the attorneys' expertise, enhancing their ability to deliver strategic insights and respond effectively to case developments.  It may soon become malpractice not to use AI in trial preparation.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

Ralph welcomes journalist Chris Hedges to talk about his new book "A Genocide Foretold: Reporting on Survival and Resistance in Occupied Palestine." Then, Ralph speaks to David Swanson of World BEYOND War about what his organization is doing to resist this country's casual acceptance of being constantly at war. Finally, Ralph checks in with our resident constitutional scholar Bruce Fein.Chris Hedges is a Pulitzer Prize-winning journalist, who spent nearly two decades as a foreign correspondent in Central America, the Middle East, Africa and the Balkans. He is the host of The Chris Hedges Report, and he is a prolific author— his latest book is A Genocide Foretold: Reporting on Survival and Resistance in Occupied Palestine.We not only blocked the effort by most countries on the globe to halt the genocide or at least censure Israel to the genocide, but of course have continued to sendbillions of dollars in weapons and to shut down critics within the United States… And that sends a very, very ominous message to the global south, especiallyas the climate breaks down, that these are the kind of draconian murderous measuresthat we will employ.Chris HedgesIt's a very, very ominous chapter in the history of historic Palestine. In some ways, far worse even than the 1948 Nakba (or “Catastrophe”) that saw massacres carried out against Palestinians in their villages and 750,000 Palestinians displaced. What we're watching now is probably the worst catastrophe to ever beset the Palestinian people.Chris HedgesIt's a bit like attacking somebody for writing about Auschwitz and not giving the SS guards enough play to voice their side. We're writing about a genocide and, frankly, there isn't a lot of nuance. There's a lot of context (which is in the book). But I expect either to be blanked out or attacked because lifting up the voices of Palestinians is something at this point within American society that is considered by the dominant media platforms and those within positions of power to be unacceptable.Chris HedgesIt eventually comes down to us, the American people. And it's not just the Middle East. It's a sprawling empire with hundreds of military bases, sapping the energy of our public budgets and of our ability to relate in an empathetic and humanitarian way to the rest of the world.Ralph NaderDavid Swanson is an author, activist, journalist, radio host and Nobel Peace Prize nominee. He is executive director of World BEYOND War and campaign coordinator for RootsAction. His books include War Is A Lie and When the World Outlawed War.The biggest scandal of the past two days in the United States is not government officials secretly discussing plans for mass killing, for war making, but how they did it on a group chat. You can imagine if they were talking about blowing up buildings in the United States, at least the victims would get a little mention in there.David SwansonThe Democrats are the least popular they've been. They're way less popular than the Republicans because some of the Republicans' supporters actually support the horrendous behavior they're engaged in. Whereas Democrats want somebody to try anything, anything at all, and you're not getting it.David SwansonYou know how many cases across the world across the decades in every hospital and health center there are of PTSD or any sort of injury from war deprivation? Not a one. Not a single one, ever. People survive just fine. And people do their damnedest to stay out of it, even in the most warmongering nations in the world. People try their very hardest to stay out of war personally, because it does great damage.David SwansonBruce Fein is a Constitutional scholar and an expert on international law. Mr. Fein was Associate Deputy Attorney General under Ronald Reagan and he is the author of Constitutional Peril: The Life and Death Struggle for Our Constitution and Democracy, and American Empire: Before the Fall.If there were really an attorney general who was independent, they would advise the President, “You can't make these threats. They are the equivalent of extortion.”Bruce FeinVigorous Public Interest Law DayApril 1, 2025 12:00 pm - 4:00 pm at Harvard Law School the Harvard Plaintiffs' Law Association is hosting Vigorous Public Interest Law Day with opening remarks by Ralph Nader. The program will feature highly relevant presentations and group discussions with some of the nation's most courageous public interest lawyers including Sam Levine, Bruce Fein, Robert Weissman, Joan Claybrook, and Pete Davis, to name a few. More information here.News 3/26/251. Starting off this week with some good news, Families for Safe Streets reports the Viriginia Assembly has passed HB2096, also known as the Stop Super Speeders bill. If enacted, this bill would allow would judges to “require drivers convicted of extreme speeding offenses to install Intelligent Speed Assistance (ISA) technology in their vehicles, automatically limiting their speed to the posted limit.” According to the National Highway Traffic Safety Administration or NHTSA, established by Ralph Nader, speeding was responsible for 12,151 deaths in 2022 and is a contributing factor in the skyrocketing number of pedestrians killed by automobiles which hit a 40-year high in 2023, per NPR.2. In more troubling auto safety news AP reports NHTSA has ordered a new recall on nearly all Cybertrucks. This recall centers on an exterior panel that can “detach while driving, creating a dangerous road hazard for other drivers, [and] increasing the risk of a crash.” This panel, called a “cant rail assembly,” is attached with a glue that is vulnerable to “environmental embrittlement,” per NHTSA. This is the eighth recall of the vehicles since they hit the road just one year ago.3. At the same time, the Democratic-controlled Delaware state legislature has passed a bill to “award…Musk $56 billion, shield corporate executives from liability, and strip away voting power from shareholders,” reports the Lever. According to this report, written before the law passed, the bill would “set an extremely high bar for plaintiffs to obtain internal company documents, records, and communications — the core pieces of evidence needed to build a lawsuit against a company.” On the other hand, “Corporate executives and investors with a controlling stake in a firm would no longer be required to hold full shareholder votes on various transactions in which management has a direct conflict of interest.” As this piece notes, this bill was backed by a pressure campaign led by Musk and his lawyers that began with a Delaware Chancery Court ruling that jeopardized his $56 billion compensation package. In retaliation, Musk threatened to lead a mass exodus of corporations from the state. Instead of calling his bluff, the state legislature folded, likely beginning a race to the bottom among other corporate-friendly states that will strip anyone but the largest shareholders of any remaining influence on corporate decision making.4. Speaking of folding under pressure, Reuters reports Columbia University will “acquiesce” to the outrageous and unprecedented demands of the Trump administration. These include a new mask ban on campus, and placing the school's Middle Eastern, South Asian, and African Studies department – along with the Center for Palestine Studies –under academic receivership for at least five years. By caving to these demands, the University hopes the administration will unfreeze $400 million in NIH grants they threatened to withhold. Reuters quotes historian of education, Professor Jonathan Zimmerman, who decried this as “The government…using the money as a cudgel to micromanage a university,” and Todd Wolfson, president of the American Association of University Professors, who called the administration's demands “arguably the greatest incursion into academic freedom, freedom of speech and institutional autonomy that we've seen since the McCarthy era.”5. The authoritarianism creeping through higher education doesn't end there. Following the chilling disappearing of Mahmoud Khalil, the Trump administration has begun deploying the same tactic against more students for increasingly minor supposed offenses. First there was Georgetown post-doc student Badar Khan Suri, originally from India, who “had been living in Virginia for nearly three years when the police knocked on his door on the evening of 17 March and arrested him,” per the BBC. His crime? Being married to the daughter of a former advisor to Ismail Haniyeh, who in 2010 left the Gaza government and “started the House of Wisdom…to encourage peace and conflict resolution in Gaza.” A court has blocked Suri's deportation. Then there is Rumeysa Ozturk, a PhD student at Tufts who was on her way home from an Iftar dinner when she was surrounded and physically restrained by plainclothes agents on the street, CNN reports. Video of this incident has been shared widely. Secretary of State Marco Rubio supposedly “determined” that Ozturk's alleged activities would have “potentially serious adverse foreign policy consequences and would compromise a compelling U.S. foreign policy interest.” These activities? Co-writing a March 2024 op-ed in the school paper which stated “Credible accusations against Israel include accounts of deliberate starvation and indiscriminate slaughter of Palestinian civilians and plausible genocide.” The U.S. has long decried regimes that use secret police to suppress dissident speech. Now it seems it has become one.6. Yet the Trump administration is not only using deportations as a blunt object to punish pro-Palestine speech, it is also using it to go after labor rights activists. Seattle public radio station KUOW reports “Farmworker activist and union leader Alfredo Juarez Zeferino, known…as ‘Lelo,' was taken into custody by [ICE].” A farmworker and fellow activist Rosalinda Guillén is quoted saying “[Lelo] doesn't have a criminal record…they stopped him because of his leadership, because of his activism.” She added “I think that this is a political attack.” Simultaneously, the Washington Post reports “John Clark, a Trump-appointed Labor Department official, directed the agency's Bureau of International Labor Affairs…to end all of its grants.” These cuts are “expected to end 69 programs that have allocated more than $500 million to combat child labor, forced labor and human trafficking, and to enforce labor standards in more than 40 countries.”7. All of these moves by the Trump administration are despicable and largely unprecedented, but even they are not as brazen as the assault on the twin pillars of the American social welfare system: Social Security and Medicare. Social Security is bearing the brunt of the attacks at the moment. First, AP reported that Elon Musk's DOGE planned to cut up to 50% of the Social Security Administration staff. Then, the Washington Post reported that the administration planned to force millions of seniors to submit claims in person rather than via phone. Now the administration is announcing that they are shifting Social Security payments from paper checks to prepaid debit cards, per Axios. Nearly half a million seniors still receive their payments via physical checks. These massive disruptions in Social Security have roiled seniors across the nation, many of whom are Republican Trump supporters, and they are voicing their frustration to their Republican elected officials – who in turn are chafing at being cut out of the loop by Musk. NBC reports Sen. Chuck Grassley of Iowa, chairman of the Senate Finance subcommittee on Social Security, said “he had not been told ahead of time about DOGE's moves at the agency.” Senators Steve Daines and Bill Cassidy have echoed this sentiment. And, while Social Security takes center stage, Medicare is next in line. Drop Site is out with a new report on how Trump's nominee to oversee the Center for Medicare and Medicaid Services – Dr. Oz – could shift millions of seniors from traditional Medicare to the insurer-controlled Medicare Advantage system. Medicare and Social Security have long been seen as the “third rail” of American politics, meaning politicians who try to tamper with those programs meet their political demise. This is the toughest test yet of whether that remains true.8. The impact of Oscar winning documentary No Other Land continues to reverberate, a testament to the power of its message. In Miami Beach, Mayor Steven Meiner issued a draft resolution calling for the city to terminate its lease agreement with O Cinema, located at Old City Hall, simply for screening the film. Deadline reports however that he was forced to back down. And just this week, co-director of the film Hamdan Ballal was reportedly “lynched” by Israeli settlers in his West Bank village, according to co-director Yuval Abraham, an anti-occupation Jewish Israeli journalist. The Guardian reports “the settlers beat him in front of his home and filmed the assault…he was held at an army base, blindfolded, for 24 hours and forced to sleep under a freezing air conditioner.” Another co-director, Basel Adra of Masafer Yatta, told the AP “We came back from the Oscars and every day since there is an attack on us…This might be their revenge on us for making the movie. It feels like a punishment.” Stunningly, it took days for the Academy of Motion Pictures to issue a statement decrying the violence and even then, the statement was remarkably tepid with no mention of Palestine at all, only condemning “harming or suppressing artists for their work or their viewpoints.”9. In some more positive news, Zohran Mamdani – the Democratic Socialist candidate for Mayor of New York City – has maxed out donations, per Gothamist. Mamdani says he has raised “more than $8 million with projected matching funds from about 18,000 donors citywide and has done so at a faster rate than any campaign in city history.” Having hit the public financing cap this early, Mamdani promised to not spend any more of the campaign raising money and instead plans to “build the single largest volunteer operation we've ever seen in the New York City's mayor's race.” Witnessing a politician asking supporters not to send more money is a truly one-of-a-kind moment. Recent polling shows Mamdani in second place, well behind disgraced former Governor Andrew Cuomo and well ahead of his other rivals, including incumbent Mayor Eric Adams, per CBS. However, Mamdani remains unknown to large numbers of New Yorkers, meaning his ceiling could be much higher. Plenty of time remains before the June mayoral election.10. Finally, in an extremely bizarre story, Columbia Professor Anthony Zenkus reports “Robert Ehrlich, millionaire founder of snack food giant Pirate's Booty…tried to take over the sleepy Long Island town of Sea Cliff.” Zenkus relays that Ehrlich waged a “last minute write-in campaign for mayor in which he only received 62 votes - then declared himself mayor anyway.” Though Ehrlich only received 5% of the vote, he “stormed the village hall with an entourage, declaring himself the duly-elected mayor, screaming that he was there to dissolve the entire town government and that he alone had the power to form a new government.” Ehrlich claimed the election was “rigged” and thus invalid, citing as evidence “One of my supporters voted three times. Another one voted four times…” which constitutes a confession to election fraud. Zenkus ends this story by noting that Ehrlich was “escorted out by police.” It's hard to make heads or tails of this story, but if nothing else it indicates that these petty robber barons are simply out of control – believing they can stage their own mini coup d'etats. And after all, why shouldn't they think so, when one of their ilk occupies perhaps the most powerful office in the history of the world. Bad omens all around.This has been Francesco DeSantis, with In Case You Haven't Heard. Get full access to Ralph Nader Radio Hour at www.ralphnaderradiohour.com/subscribe

Delaware has been the US corporate capital for about a century. But a wave of high-profile departures—amid a barrage of attacks from Elon Musk—has many members of the state's corporate community worried about the future. Although the world's richest man has been trying to provoke a corporate exodus for more than a year, the increasingly powerful Musk isn't the only critic of recent Delaware court rulings. Other stakeholders, such as the state's influential corporate defense bar, also say Delaware law has been evolving in a direction hostile to business leaders and controlling stockholders. At the same time, there's a lot of buzz about Nevada—which presents itself as a sort of anti-Delaware—and Texas, which recently set up a new commercial court to compete with the famous Delaware Chancery Court. It's still too early to stay if the "DExit" will widen from a trickle into a flood. On this episode of our podcast, Bloomberg News reporter Jef Feeley and Bloomberg Law senior correspondent Jennifer Kay discuss the latest developments out of Delaware. Do you have feedback on this episode of On The Merits? Give us a call and leave a voicemail at 703-341-3690

Elon Musk's six-year saga defending his $56 billion Tesla Inc. pay package in the Delaware Chancery Court has captivated the state's tight-knit legal community and the wider world of Musk watchers, including his more than 200 million online followers. In January 2024, the court's chief judge struck down the pay package, prompting a months-long social media barrage—and a host of novel legal stunts—from the tech titan. In December, the judge rejected the compensation deal again, handing $345 million to the shareholder attorneys who led the case. On this episode of our podcast, On The Merits, senior correspondent Jennifer Kay and reporter Roy Strom discuss the long-running courtroom drama, the lead trial lawyer who took aim at the pay package, and the judge who has repeatedly stood up to the world's richest man. Do you have feedback on this episode of On The Merits? Give us a call and leave a voicemail at 703-341-3690

This Day in Legal History: Cicero is BornOn January 3, 106 BC, Marcus Tullius Cicero, one of ancient Rome's most influential lawyers, orators, and statesmen, was born in Arpinum, a small town southeast of Rome. Cicero's life and work laid the foundations for modern legal and political thought, intertwining law, philosophy, and rhetoric. As a novus homo (the first in his family to achieve senatorial rank), Cicero rose through the Roman cursus honorum, eventually serving as consul in 63 BC. His tenure is most remembered for his decisive action in quelling the Catiline Conspiracy, a plot to overthrow the Republic.Cicero's legal career was marked by his exceptional eloquence and emphasis on justice. His speeches, such as those in defense of Sextus Roscius and against Verres, revealed his dedication to exposing corruption and advocating for fairness. Beyond his courtroom success, Cicero's philosophical treatises, including De Legibus (On the Laws), explored the nature of justice and the rule of law. His writings profoundly influenced thinkers of the Enlightenment and modern legal systems.In one of his letters, Cicero wrote to his friend – one of his most famous quotes:“What is morally wrong can never be advantageous, even if it enables you to rule the world.”This succinct insight captures his belief in the universality of law as a moral and societal cornerstone.Cicero's life was not without turmoil. His opposition to Julius Caesar's dictatorship and later to Mark Antony cost him dearly. He was executed in 43 BC during the proscriptions. Cicero endures not only as a towering figure in law and politics but also as one of those ancient philosophers whose works people skim through, extract a handful of pithy quotes, and then relentlessly share at dinner parties or on social media. His knack for universal truths ensures his words still resonate, even as they occasionally overstay their welcome in the mouths of exhausting folks.President Biden plans to issue an executive order permanently banning new offshore oil and gas development in specific U.S. coastal waters. This move, based on the 1953 Outer Continental Shelf Lands Act, is intended to be difficult for future administrations to reverse and comes as Biden seeks to solidify his environmental legacy in the final weeks of his presidency. The protections aim to safeguard marine ecosystems, protect vulnerable coastal communities, and combat climate change, aligning with calls from environmental groups and congressional Democrats. While Biden's actions will not affect existing leases, the scope of the new protections is expected to include key areas like parts of the Pacific near California and the eastern Gulf of Mexico near Florida. Conservationists have praised the move as a necessary step to protect U.S. waters, while oil industry advocates argue it jeopardizes energy independence. Former President Donald Trump is likely to attempt reversing the order, though previous court rulings suggest such efforts may face significant legal hurdles. Offshore drilling remains a contentious issue, with opposition particularly strong in coastal regions reliant on tourism.Biden to Ban More Offshore Oil Drilling Before Trump Arrives (1)A group of Tesla shareholders is appealing a Delaware Chancery Court decision that voided Elon Musk's $56 billion pay package, which would have been the largest CEO compensation in U.S. history. Filed on December 31, the appeal also challenges Chancellor Kathaleen St. J. McCormick's $345 million award in attorneys' fees. McCormick had ruled that Tesla's board and Musk breached fiduciary duties to investors when approving the massive compensation plan. Despite shareholder approval votes in 2018 and 2024, the court found the deal unfairly tilted in Musk's favor. The plaintiffs, including ARK Investment Management LLC and individual investors, argue the appeal is necessary to restore shareholder voting rights and accountability.Attorneys for the shareholders assert that over 70% of investors supported the pay package in two separate votes, emphasizing the high level of approval. Legal representation for Musk, the board, and opposing shareholders have yet to respond to requests for comment. The appeal seeks to overturn a ruling that has intensified debates about executive compensation and corporate governance.Elon Musk Pay Deal Decision Appealed to Delaware High Court (1)The U.S. Supreme Court's 2025 docket includes pivotal labor and employment cases addressing workplace discrimination, wage law exemptions, and employee benefits. Among the key issues is whether workers from "majority backgrounds," like white or heterosexual individuals, face higher hurdles in proving discrimination claims under Title VII. The Court's decision could reshape lawsuits challenging diversity policies. Another case will decide if retirees can sue former employers for disability bias, as exemplified by a Florida firefighter denied benefits. This issue has divided lower courts on whether retirees meet the Americans with Disabilities Act's requirements. Wage law exemptions are also under review, with the Court considering the evidentiary standard employers must meet to prove workers are exempt from overtime protections.Additionally, justices will address the standards for lawsuits under the Employee Retirement Income Security Act (ERISA), involving allegations of excessive fees in retirement plans. These cases could have broad implications for labor law, corporate practices, and workplace equity, shaping the rights of employees and obligations of employers across the nation.Reverse bias, wage law exemptions top US Supreme Court's 2025 labor docket | ReutersThe U.S. Judicial Conference declined to refer Supreme Court Justice Clarence Thomas to the Department of Justice over allegations of ethics violations related to unreported gifts and luxury travel from a wealthy benefactor. The Conference cited amendments Thomas made to his financial disclosure reports, addressing issues raised by Democratic lawmakers. Justice Ketanji Brown Jackson faced similar scrutiny over omissions in her reports but had also filed corrections, leading to the rejection of a referral request against her.Democratic lawmakers argued that Thomas's failure to disclose violated the Ethics in Government Act of 1978, but Thomas stated he was advised such disclosures were unnecessary for "personal hospitality." He committed to following updated guidelines in future filings. The Judicial Conference pointed to its recent efforts to clarify financial disclosure rules and noted Thomas's compliance with the new standards.The body also raised constitutional concerns about its authority to refer the matter to the DOJ, further noting the issue was moot since lawmakers had already requested an investigation directly from Attorney General Merrick Garland. Critics accused the judiciary of failing to hold Thomas accountable, while the judiciary emphasized the ongoing improvements to ethical oversight.US Supreme Court's Thomas will not be referred to Justice Department | ReutersThis week's closing theme is by Johann Strauss Jr. This week's closing theme celebrates Johann Strauss Jr., affectionately known as the "Waltz King," whose music epitomizes the charm and elegance of 19th-century Vienna. Born in 1825 into a musical dynasty, Strauss Jr. surpassed his father's legacy, becoming one of the most celebrated composers of light music. His works captured the spirit of Viennese high society, turning the waltz from a simple dance into an art form beloved across Europe.Strauss's compositions, such as The Blue Danube and Tales from the Vienna Woods, are synonymous with refinement and festivity, making him a perennial favorite for New Year's concerts worldwide. His waltzes are not merely music for dancing; they evoke vivid imagery, from shimmering ballrooms to idyllic countryside scenes. Known for his melodic genius and rhythmic vitality, Strauss's music remains a joyful celebration of life and beauty.This week, we highlight a medley of Strauss Jr.'s waltzes, a perfect encapsulation of his artistry and his gift for weaving together effervescent themes. It's a chance to immerse yourself in the glittering world of 19th-century Vienna and to reflect on the enduring magic of his music. Whether as a tribute to the New Year or simply an appreciation of Strauss's timeless melodies, this medley invites us to waltz into the weekend with grace and exuberance.Without further ado, a waltz medley by the Waltz King – Johann Strauss Jr.  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

This Day in Legal History: First Year with No LynchingsOn December 30, 1952, the Tuskegee Institute released a landmark report marking the first recorded year without a lynching of African Americans in the United States since the institute began keeping records in 1881. The grim practice of lynching—extrajudicial killings often carried out by mobs to enforce racial subjugation—had claimed thousands of lives, becoming a chilling emblem of racial terror, particularly in the Southern United States. Tuskegee's data captured the scope of this violence, documenting nearly 4,000 lynchings of Black individuals over the prior seven decades.The significance of 1952 as a year without reported lynchings underscored the impact of growing civil rights activism, the waning influence of vigilante groups, and increasing legal accountability. This milestone also reflected shifts in public attitudes and the effectiveness of organizations like the NAACP, which tirelessly campaigned against lynching and for federal anti-lynching legislation. Despite this progress, racial violence and discrimination persisted in other forms, underscoring that the end of lynching did not mean the end of systemic racism."Strange Fruit," a haunting protest song famously recorded by Billie Holiday in 1939, had kept the horrors of lynching at the forefront of public consciousness. Its stark imagery of "black bodies swinging in the Southern breeze" served as a chilling reminder of the atrocities endured by Black Americans. While the 1952 milestone was a cause for solemn reflection, it was also a call to sustain the fight for racial justice and equality in a nation still grappling with deep-seated prejudices.Rupert Murdoch and other senior leaders of Fox Corporation will face claims from investors alleging personal responsibility for financial harm stemming from false election conspiracy theories aired by Fox News. Delaware Chancery Court's Vice Chancellor J. Travis Laster denied Fox's motion to dismiss the lawsuit, stating that the plaintiffs had sufficiently argued that Murdoch could likely be held liable for knowingly permitting defamatory content to be broadcast. The lawsuit follows Fox's record-breaking settlement with Dominion Voting Systems and comes as Smartmatic pursues a separate $2 billion defamation suit. The investors claim that the leadership's actions and decisions led to significant economic fallout, asserting that corporate governance failures allowed reputational and financial damage to occur. While the court's decision enables the case to proceed, it does not guarantee success for the plaintiffs, leaving the ultimate outcome of the claims to trial.Fox, Murdoch, Execs Must Face Election Defamation Payout SuitA federal appeals court upheld a $5 million verdict against Donald Trump in a case brought by E. Jean Carroll, a former magazine columnist, who accused him of sexual assault and defamation. The decision, issued by a three-judge panel of the 2nd U.S. Circuit Court of Appeals, stems from a 2023 jury verdict that found Trump liable for sexually abusing Carroll in the 1990s and defaming her in a 2022 Truth Social post. While jurors did not find Trump guilty of rape, they awarded Carroll $2.02 million for sexual assault and $2.98 million for defamation.Carroll has also secured an $83.3 million defamation verdict from a separate jury in January 2024, which Trump is appealing. These legal battles persist despite Trump's return to the presidency following his 2024 election victory. Trump's defense argued that the trial judge improperly allowed testimony from two other women alleging past misconduct and included the infamous "Access Hollywood" tape as evidence. Both trials were overseen by U.S. District Judge Lewis Kaplan. This case continues to highlight the lack of immunity for sitting presidents in civil litigation unrelated to their official duties, following a precedent set during Bill Clinton's presidency.Trump loses appeal of E. Jean Carroll $5 million defamation verdict | ReutersThe oil and gas industry is facing increasing legal and legislative pressure over its role in climate change. States like New York and Vermont have enacted “climate Superfund” laws, with New York's targeting $75 billion from major polluters over 25 years to fund climate mitigation efforts. Meanwhile, multiple states and cities have filed lawsuits alleging misinformation campaigns by fossil fuel companies about climate change and plastic pollution. These efforts, while separate, are creating a coordinated front against the industry and building evidence to attribute emissions to specific companies.Experts suggest that legislative efforts like climate Superfund laws and lawsuits may bolster each other by generating an evidentiary record for liability. However, there are concerns about overstepping legal boundaries, as courts may reject overlapping claims for damages under federal laws like the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). Fossil fuel companies argue that climate-specific laws conflict with existing federal laws such as the Clean Air Act and may face challenges in implementation.The American Petroleum Institute and energy companies have expressed resistance to these legal actions, with a preference for fighting rather than settling claims. While states hope to hold polluters accountable, the success of these strategies remains uncertain as courts, lawmakers, and the industry test the boundaries of new legal frameworks.Climate Liability Laws, Litigation Add to Oil Industry HeadacheThe legal industry is set for another wave of consolidation in 2025, with several major law firm mergers scheduled for January 1. Among these, Troutman Pepper Hamilton Sanders will merge with Locke Lord to create Troutman Pepper Locke, a firm with 1,600 attorneys and projected annual revenues exceeding $1.5 billion. Similarly, Womble Bond Dickinson is merging with Lewis Roca Rothgerber Christie, combining to form a 1,300-lawyer firm with $742 million in revenues. Taft Stettinius & Hollister is joining with Sherman & Howard, projecting revenues of $810 million for the merged entity.Philadelphia-based Ballard Spahr will combine with Lane Powell, forming a 750-lawyer firm operating in 18 U.S. offices. These moves follow 41 law firm mergers in the first nine months of 2024, with industry analysts predicting continued activity next year. Firms are responding to client demand for broader services and geographic reach, as businesses increasingly consolidate their legal needs with fewer providers. Smaller and midsize firms are pursuing mergers to access new markets and clients, while the most profitable firms focus on lateral hires and internal growth. Rising costs, including attorney salaries and investment in generative AI technologies, are also pressuring firms to consolidate. Transatlantic mergers are gaining momentum as well, with U.K.-based firms like Allen & Overy and Herbert Smith Freehills expanding into the U.S. market through deals with Shearman & Sterling and Kramer Levin Naftalis & Frankel, respectively. These global mergers highlight the evolving competitive landscape in the legal sector.Law firms' quest for market share drives New Year's merger wave | 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

Without a doubt the Forward Air & Omni merger was the most interesting merger I have followed. Here's the TL;DR: Publicly-traded trucking company tries to acquire PE-backed freight forwarder. Deal is structured to circumvent a shareholder vote of the public trucking company. Deal is announced & shareholders of public trucking company sue to enjoin, demanding a vote. Injunction gets removed because the deal was [checks notes] structured to circumvent that same vote. Public company faces backlash, & tries to pull out. PE-backed freight forwarded says, 'nope'. Both parties end up in the Delaware Chancery Court. Specific performance demanded. The deal is consummated right before trial. Senior leaders of both teams are out. Now PE owns a huge piece of public trucking company. What should that company do? Go private? All signs point to... probably?Where will I be next?Next up is DATCON, Oct. 22nd-24th in Kansas City. My audience can save $200 on tickets using code "armchair200". Next is the Broker-Carrier Summit, Oct. 23rd- 25th in Fort Worth. Finally, I will be at Freightwaves' F3: Future of Freight Festival, Nov. 19th-21st in Chattanooga! This program is brought to you by DAT Freight & Analytics. Since 1978, DAT has helped truckers & brokers discover more available loads. Whether you're heading home or looking for your next adventure, DAT has the data! New users of DAT can save 10% off for the first 12 months by following the links below. For Truckers, DAT One Pro gives you access to tri-haul & 15-day rate as opposed to 30-day rate. For Brokers, DAT One Select gives you access to Market Conditions, Exact Match alarms & more. Even under the best circumstances, moving freight was never easy.

MUSIC After days of speculation as to what the countdown on their website meant, Linkin Park have confused fans again. https://xn--pda.linkinpark.com/ Sean Strickland fired back at MGK with a wild social media post on Tuesday. The former middleweight champion got wind of MGK's comments on the just-released Impaulsive podcast episode where MGK talked about the time he met him.  Sammy Hagar had to call an audible on The Best of All Worlds tour Tuesday in Cincinnati when drummer Jason Bonham had to head home to England due to a family matter. His mother Pat lives there, and a source close to the family tells us, "They are not making any details public as of now."  Congratulations to Billy Corgan of Smashing Pumpkins and his wife Chloe, who are expecting their third child. A trailer has been released for the new John Lennon documentary, Daytime Revolution. The film examines the week in February 1972 when Lennon and his wife Yoko Ono co-hosted The Mike Douglas Show. Their guests included Chuck Berry, George Carlin, and activist Ralph Nader. Daytime Revolution opens in theaters on October 9th, Lennon's 84th birthday. https://www.youtube.com/watch?v=GkjiRlTVVnQ Journey's Jonathan Cain came out victorious in his lawsuit against bandmate Neal Schon as the Delaware Chancery Court will appoint a third, independent director of Freedom 2020, Inc., their touring company of which they each own 50% and serve as sole directors.   TV Nikki Glaser is set to host the upcoming 82nd annual Golden Globe Awards.  An authorized biopic on actor, comedian, and host, Steve Harvey, called Seventy Two, is currently in the early stages of development.  50-year-old Tyra Banks will return to the catwalk of the Victoria's Secret Fashion Show for the first time in 19 years.  Former Baywatch cast member Jeremy Jackson was hired at the age of 10 to be on the show, and he overshared in the documentary After Baywatch: Moments in the Sun.  MOVING ON INTO MOVIE NEWS: 'The Bear' star Jeremy Allen White says there are two things that are helping him prep for his movie role as Bruce Springsteen in the biopic 'Deliver Me from Nowhere' - and they involve YouTube and advice from The Boss himself.   You've probably noticed that Alec Baldwin and Geena Davis did NOT return for "Beetlejuice Beetlejuice". Well, Tim Burton has explained why           GAMING! Creative boost for video games … The CEO of Amazon Games, Christoph Hartmann, has high hopes for artificial intelligence, as the machines work to improve the development of video games. While many people in the field are freaking out and worried about AI taking their jobs, Hartmann believes AI will get rid of the boring parts of the process – and free people up to spend more time on being creative. Nintendo is putting the finishing touches on an epic museum in Kyoto, Japan – which is scheduled to open to the public in early October. Guests who plan to visit the new Nintendo Museum will use their Mii character as an admission ticket, with all the fun inside – including scores and photos from interactive exhibits – linked to their Nintendo account. AND FINALLY UltimateClassicRock.com did some kind of mathematical magic . . . or maybe they just pulled names out of a hat. Either way, they came up with the answer.  The Big Four of Folk Rock are: Bob Dylan, Joni Mitchell, The Byrds, and Crosby, Stills, Nash and Young. Follow us @RizzShow @MoonValjeanHere @KingScottRules @LernVsRadio @IamRafeWilliams > Check out King Scott's band @FreeThe2SG and Check out Moon's bands GREEK FIRE @GreekFire GOLDFINGER @GoldfingerMusic THE TEENAGE DIRTBAGS @TheTeenageDbags and Lern's band @LaneNarrows http://www.1057thepoint.com/Rizz Learn more about your ad choices. Visit megaphone.fm/adchoices

MUSICAfter days of speculation as to what the countdown on their website meant, Linkin Park have confused fans again. https://xn--pda.linkinpark.com/Sean Strickland fired back at MGK with a wild social media post on Tuesday. The former middleweight champion got wind of MGK's comments on the just-released Impaulsive podcast episode where MGK talked about the time he met him. Sammy Hagar had to call an audible on The Best of All Worlds tour Tuesday in Cincinnati when drummer Jason Bonham had to head home to England due to a family matter. His mother Pat lives there, and a source close to the family tells us, "They are not making any details public as of now." Congratulations to Billy Corgan of Smashing Pumpkins and his wife Chloe, who are expecting their third child.A trailer has been released for the new John Lennon documentary, Daytime Revolution. The film examines the week in February 1972 when Lennon and his wife Yoko Ono co-hosted The Mike Douglas Show. Their guests included Chuck Berry, George Carlin, and activist Ralph Nader. Daytime Revolution opens in theaters on October 9th, Lennon's 84th birthday. https://www.youtube.com/watch?v=GkjiRlTVVnQJourney's Jonathan Cain came out victorious in his lawsuit against bandmate Neal Schon as the Delaware Chancery Court will appoint a third, independent director of Freedom 2020, Inc., their touring company of which they each own 50% and serve as sole directors.  TVNikki Glaser is set to host the upcoming 82nd annual Golden Globe Awards. An authorized biopic on actor, comedian, and host, Steve Harvey, called Seventy Two, is currently in the early stages of development. 50-year-old Tyra Banks will return to the catwalk of the Victoria's Secret Fashion Show for the first time in 19 years. Former Baywatch cast member Jeremy Jackson was hired at the age of 10 to be on the show, and he overshared in the documentary After Baywatch: Moments in the Sun. MOVING ON INTO MOVIE NEWS:'The Bear' star Jeremy Allen White says there are two things that are helping him prep for his movie role as Bruce Springsteen in the biopic 'Deliver Me from Nowhere' - and they involve YouTube and advice from The Boss himself.  You've probably noticed that Alec Baldwin and Geena Davis did NOT return for "Beetlejuice Beetlejuice". Well, Tim Burton has explained why          GAMING!Creative boost for video games … The CEO of Amazon Games, Christoph Hartmann, has high hopes for artificial intelligence, as the machines work to improve the development of video games. While many people in the field are freaking out and worried about AI taking their jobs, Hartmann believes AI will get rid of the boring parts of the process – and free people up to spend more time on being creative.Nintendo is putting the finishing touches on an epic museum in Kyoto, Japan – which is scheduled to open to the public in early October. Guests who plan to visit the new Nintendo Museum will use their Mii character as an admission ticket, with all the fun inside – including scores and photos from interactive exhibits – linked to their Nintendo account.AND FINALLYUltimateClassicRock.com did some kind of mathematical magic . . . or maybe they just pulled names out of a hat. Either way, they came up with the answer. The Big Four of Folk Rock are: Bob Dylan, Joni Mitchell, The Byrds, and Crosby, Stills, Nash and Young.Follow us @RizzShow @MoonValjeanHere @KingScottRules @LernVsRadio @IamRafeWilliams > Check out King Scott's band @FreeThe2SG and Check out Moon's bands GREEK FIRE @GreekFire GOLDFINGER @GoldfingerMusic THE TEENAGE DIRTBAGS @TheTeenageDbags and Lern's band @LaneNarrows http://www.1057thepoint.com/Rizz Learn more about your ad choices. Visit podcastchoices.com/adchoicesSee Privacy Policy at https://art19.com/privacy and California Privacy Notice at https://art19.com/privacy#do-not-sell-my-info.

Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing Co. Derivative Litig., No. 2019-0907 (Del. Ch. Sept 7, 2021)), and deadly listeria outbreaks from tainted ice cream (Marchand v. Barnhill, 212 A.3d 805 (Del. 2019)), Delaware Courts have upheld plaintiffs' cases against claims of failing to adequately plead violations of the standards set forth in Caremark, 698 A.2d 959 (Del. Ch. 1996), (establishing basic pleading requirements to withstand motions to dismiss). In this episode, Mike Volkov provides a comprehensive update on the recent Caremark decisions issued by the Delaware Chancery Court, underscoring their importance for accountability and governance in the corporate world.Caremark oversight duties stem from the well-established duty of loyalty and its subsidiary duty of good faith. To plead a Caremark claim, a plaintiff is required to put forth adequate facts from which a factfinder can make a reasonable inference that the fiduciary acted in bad faith. Under Caremark, bad faith can be established when a fiduciary: “(1) utterly fail[s] to implement any reporting or information system or controls," or (2) having implemented such a system or controls, consciously fail to monitor or oversee its operations, which results in a failure to act or attend to a risk or problem requiring their attention or response. Last year, the Chancery Court made a groundbreaking decision, extending the so-called Caremark oversight obligations and governance requirements to senior management in the McDonald's case. In re McDonald's Corp. S'holder Derivative Litig., 289 A.3d 343 (Del. Ch. 2023). This ruling is one of the most significant developments in recent years, advocating for increased accountability for oversight and governance failures.Recent cases, such as the Boeing 737 MAX crashes and the Listeria outbreak from tainted Blue Bell ice cream, have highlighted failures in proper board governance and oversight responsibilities.In a case involving Segway, the Chancery Court dismissed a motion against an officer for failing to detect financial discrepancies, emphasizing the need to demonstrate a lack of good faith in monitoring central compliance risks.The trend in Delaware Chancery Court decisions is moving towards holding directors and officers accountable for failures to act in response to indications of potential illegal conduct, with a focus on bad faith actions.The Boeing case exemplifies the consequences of board members ignoring safety concerns and focusing solely on the bottom line, leading to tragic outcomes that could have been prevented with proper oversight and accountability.ResourcesMichael Volkov on LinkedIn | TwitterThe Volkov Law Group

Thursday, April 11th, 2024Today, Donald Trump loses yet another bid to delay the election interference trial; Allen Weisselberg gets five months in prison for perjury; House Republicans block a FISA bill; Arizona Republicans block a repeal of the 1864 abortion ban; an RFK Jr. campaign official attended the Jan. 6 ‘Stop the Steal' rally; Speaker Johnson will give a press conference with Trump at Mar a Lago Friday; the Trump Media director is accused of hacking files in an attempted coup at truth social; plus Allison and Dana deliver your good news.  Arizona abortion ban: Arizona House Republicans halt Democrats' effort to overturn 1864 law (AZ Central)Speaker Johnson to meet with Trump, offers Marjorie Taylor Greene advisory role as own job teeters (AP)House blocks bill to renew FISA spy program after conservative revolt (CBS News)Trump Media director accused of ‘hacking' files in attempted corporate ‘coup': lawsuit (NBC News) Subscribe to Lawyers, Guns, And MoneyAd-free premium feed: https://lawyersgunsandmoney.supercast.comSubscribe for free everywhere else:https://lawyersgunsandmoney.simplecast.com/episodes/1-miami-1985Check out other MSW Media podcastshttps://mswmedia.com/shows/Follow AG and Dana on Social MediaDr. Allison Gill Follow Mueller, She Wrote on Posthttps://post.news/@/MuellerSheWrote?utm_source=TwitterAG&utm_medium=creator_organic&utm_campaign=muellershewrote&utm_content=FollowMehttps://twitter.com/MuellerSheWrotehttps://www.threads.net/@muellershewrotehttps://www.tiktok.com/@muellershewrotehttps://instagram.com/muellershewroteDana Goldberghttps://twitter.com/DGComedyhttps://www.instagram.com/dgcomedyhttps://www.facebook.com/dgcomedyhttps://danagoldberg.comHave some good news; a confession; or a correction?Good News & Confessions - The Daily Beanshttps://www.dailybeanspod.com/confessional/From The Good News:The Wrong Calamity: A Memoir by Marsha Jacobsonhttps://www.amazon.com/Wrong-Calamity-Memoir-Marsha-Jacobson/dp/1959096923OH Taco (Sandusky, OH)https://oh-taco.comCrazy Like a Fox: Adventures in Schizophrenia by Christi Furnashttps://bookshop.org/p/books/crazy-like-a-fox-adventures-in-schizophrenia/20266223?ean=9781951491284Upcoming Live Show Dateshttps://allisongill.com (for tickets and show dates)Sunday, June 2nd – Chicago IL – Schubas TavernFriday June 14th – Philadelphia PA – City WinerySaturday June 15th – New York NY – City WinerySunday June 16th – Boston MA – City WineryWednesday July 10th – Portland OR – Polaris Hall(with Dana!)Thursday July 11th – Seattle WA – The Triple Door(with Dana!)6/17/2024 Boston, MA https://tinyurl.com/Beans-Bos27/25/2024 Milwaukee, WI https://tinyurl.com/Beans-MKE7/28/2024 Nashville, TN - with Phil Williams https://tinyurl.com/Beans-Tenn7/31/2024 St. Louis, MO https://tinyurl.com/Beans-STL8/16/2024 Washington, DC - with Andy McCabe, Pete Strzok, Glenn Kirschner https://tinyurl.com/Beans-in-DC8/24/2024 San Francisco, CA https://tinyurl.com/Beans-SF Live Show Ticket Links:Chicago, IL https://tinyurl.com/Beans-ChiPhiladelphia, PA https://tinyurl.com/Beans-PhillyNew York, NY https://tinyurl.com/Beans-NYCBoston, MAhttps://tinyurl.com/Beans-Bos2Portland, ORhttps://tinyurl.com/Beans-PDXSeattle, WAhttps://tinyurl.com/Beans-SEA Listener Survey:http://survey.podtrac.com/start-survey.aspx?pubid=BffJOlI7qQcF&ver=shortFollow the Podcast on Apple:The Daily Beans on Apple PodcastsWant to support the show and get it ad-free and early?Supercasthttps://dailybeans.supercast.com/OrPatreon https://patreon.com/thedailybeansOr subscribe on Apple Podcasts with our affiliate linkThe Daily Beans on Apple Podcasts

This Day in Legal History: Patent Act ApprovedOn April 10, 1790, a significant milestone in U.S. legal and innovation history was reached when Congress approved America's first Patent Act. This foundational legislation was instrumental in laying the groundwork for the protection of intellectual property in the United States, a concept that has become a cornerstone of the modern global economy. The Patent Act of 1790 empowered inventors with the "sole and exclusive right and liberty of making, constructing, using and vending to others" their inventions, providing them with a fourteen-year period of protection. This period was designed to incentivize innovation while balancing the public's interest in the eventual free use of inventions. Moreover, the Act led to the creation of the U.S. Patent Board, marking the establishment of an official body responsible for the examination and awarding of patents. This entity is recognized as the precursor to today's U.S. Patent and Trademark Office (USPTO), an institution that plays a pivotal role in the protection of intellectual property rights and the encouragement of technological advancement and creativity. The enactment of the Patent Act of 1790 not only recognized the importance of protecting inventors' rights but also set the stage for the United States to become a global leader in innovation and economic development.The EPA recently established the first-ever drinking water standards for PFAS (per- and polyfluoroalkyl substances), commonly referred to as "forever chemicals," due to their persistence in the environment. This rule aims to reduce exposure to these carcinogenic substances, affecting up to 6,700 utilities and potentially benefiting around 100 million Americans. Specifically, the EPA has set an enforceable limit of 4 parts per trillion for two primary PFAS compounds—PFOA and PFOS—and a non-enforceable goal of zero exposure due to associated health risks, including cancer. Additionally, a limit of 10 parts per trillion is applied to three other PFAS categories, covering compounds like PFNA, PFHxS, and GenX chemicals.This regulatory action reflects growing concern over PFAS presence in approximately 45% of U.S. drinking water sources, posing significant risks to public health. Utilities will be mandated to monitor, reduce, and notify customers of PFAS levels exceeding these new limits, incorporating advanced treatment technologies such as granular activated carbon and reverse osmosis for removal.To support compliance, the federal government has allocated about $1 billion for PFAS testing and removal, with an additional $12 billion for broader drinking water system improvements. The implementation of these standards represents a critical step by the Biden-Harris Administration towards ensuring environmental justice and safeguarding clean water, contrasting with the World Health Organization's less stringent PFAS guidelines.However, compliance is expected to be costly, with estimates suggesting an annual financial burden of up to $3.8 billion for water utilities. This financial challenge underscores the broader issue of funding essential infrastructure updates and addressing emerging contaminants, highlighting a significant shift in regulatory approach to protect public health from PFAS contamination.Final PFAS Drinking Water Rule to Affect Up to 6,700 UtilitiesUS sets first standard to curb 'forever chemicals' from drinking water | ReutersThe litigation involving Donald Trump's merger with a special purpose acquisition company (SPAC) concerning his social media platform, Truth Social, has been assigned to Vice Chancellor Morgan T. Zurn in Delaware Chancery Court, known for her experience with meme stock litigation. This case is among four lawsuits filed over the Trump-Truth Social merger, plus an additional insider trading case. Despite an attempt to block the merger, it concluded in March, leading to an initial surge in Trump Media & Technology Group Corp.'s value, which later saw a significant decline, diminishing billions in value.By way of very brief background, a SPAC operates as a shell corporation designed solely to merge with a private company, thereby taking it public (that is, listing its shares for trade publicly on the market) without going through the traditional and often lengthy initial public offering (IPO) process. SPACs are initially created by a group of investors—often led by a seasoned entrepreneur or business executive—known as the sponsors, who raise capital through an IPO of the SPAC itself, even though it has no existing business operations. The funds raised are placed into a trust account, and the SPAC is given a predetermined timeframe, typically 18 to 24 months, to identify and complete a merger with a target company. If the merger is successfully executed within the allotted time, the target company becomes public as a result. However, if the SPAC fails to find a suitable company to merge with or the shareholders disapprove of the proposed merger, the SPAC is dissolved, and the funds are returned to the investors. This mechanism provides a faster, albeit sometimes riskier, alternative to the traditional IPO, offering private companies a streamlined path to public market access and investors a unique investment opportunity tied to the SPAC sponsors' expertise and the potential of the target company.Vice Chancellor Zurn, recognized for her adept handling of cases involving meme stock traders and complex market manipulation theories, now faces the Truth Social lawsuit, highlighting the increasing intersection of retail trading phenomena with legal disputes in the corporate sector. This case centers on allegations that Trump wrongfully diluted the equity of two former "The Apprentice" contestants who co-founded Trump Media, with Trump counter-suing to cancel their shares. The legal battle involves claims of breach of fiduciary duties and retaliatory actions against the co-founders, with new complaints recently allowed to be updated.The assignment of this high-profile case to Zurn underlines the Delaware Chancery Court's role as a crucial arena for major corporate and shareholder disputes, now expanded to include the unique challenges posed by the involvement of meme stock traders. The outcome of this litigation could have broader implications for corporate governance, investor rights, and the regulation of digital and social media ventures in the rapidly evolving landscape of retail trading and online community-driven investment strategies.Trump SPAC Litigation Heads to Judge With Meme Stock ExperienceA Russian court has upheld a significant fine against Google, rejecting the tech giant's appeal against a 4.6 billion rouble ($49.4 million) penalty. This fine was imposed for Google's failure to delete content that the Russian government deems to be false information about the conflict in Ukraine. The decision comes amid ongoing tensions between Russia and foreign tech companies over issues of content censorship, particularly following Russia's invasion of Ukraine in February 2022.The Moscow City Court confirmed the decision made by the Tagansky District Court, effectively leaving Google's challenge unsatisfied. The fine also pertains to Google's inability to remove extremist content and what the Russian authorities label as LGBT propaganda, indicating a broader crackdown on the digital content distributed by international tech firms within Russia.Notably, Google's YouTube platform, while under scrutiny, has not faced the same fate as Twitter and Facebook, which have been blocked in Russia. This penalty against Google is part of a series of fines based on the company's annual turnover in Russia, with Google facing increasing financial penalties over similar issues in the past. This ruling underscores the escalating conflict between the Russian government and global technology companies over the control and regulation of online content and freedom of expression.Russian court rejects Google's appeal against $50-mln fine over Ukraine content | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

By Adam Turteltaub When it comes to risk assessments, the word “annual” comes up a lot. But, Kelly Alwin, Regional Compliance Officer North America for SAP America, believes that once a year may be more than a bit too long. To her, a risk assessment is more than a periodic assessment and an annual chore. It is critical to the program's success and lends credibility and substance to the compliance program. She points out that from the Delaware Chancery Court to the US Department of Justice, the importance of a strong risk assessment is underscored. In this podcast she argues that, for the risk assessment to play the role it should, it can't afford to sit on the shelf. It needs to be a dynamic document that both informs all the other elements of the program and evolves as risks evolve, whether due to a new go to market strategy, a merger or an entry into a new market. Bottom line: look at your risk assessment, she advises, not as a discrete activity but as a continuous analysis. Incorporate micro assessments, embrace continuous improvement, and, hopefully, enjoy a more effective compliance and ethics program as a result.

(0:00) Intro.(0:55) About the podcast sponsor: The American College of Governance Counsel.(1:41) Start of interview.(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.(14:40)  On ESG backlash and regional differences. Importance of (institutional) investors.(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.(23:25)  On evolution of virtual meetings (board and stockholder meetings).(26:15)  On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).(32:13)  Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).(39:40)  Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.(47:00)  Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."(49:24) Book that has greatly influenced his life: The Prophet by Kahlil Gibran (1923)(49:50) His professional mentors (WSGR): Steve BochnerKatie MartinJose Macias(50:35)  Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith. (51:10) An unusual habit or absurd thing that he loves.(51:58) The living person he most admires: his parents.Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings. 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

A judge in the US state of Delaware voided the $56 billion compensation package of Tesla chief executive Elon Musk on Tuesday, siding with a shareholder who claimed the entrepreneur was overpaid.1月30日，美国特拉华州的一名法官宣布特斯拉首席执行官埃隆·马斯克(Elon Musk)的560亿美元赔偿方案无效，法官和该公司一位股东观点一致，认为这位企业家的薪酬过高。The judge in Delaware Chancery Court ruled that the plaintiff, a Tesla shareholder named Richard Tornetta, was "entitled to rescission", approving the annulment of Musk's 2018 humongous compensation agreement worth as much as $55.8 billion.特拉华州衡平法院法官裁定，原告、特斯拉股东理查德·托内塔（Richard Tornetta）“有权撤销”，批准废除马斯克2018年价值高达558亿美元的巨额赔偿协议。Judge Kathaleen McCormick added that the parties must now "confer" and then submit a joint letter "identifying all issues, including fees, that need to be addressed to bring this matter to a conclusion at the triallevel".凯瑟琳·麦考密克法官补充说，双方现在必须“协商”，然后提交一封联名信，确定需要解决的所有问题，包括费用，以便在审判阶段得出结论。The electric vehicle maker's share price fell more than 3 percent in after-hours trading following the publication of the 200-page ruling. In a message posted on X, formerly Twitter, shortly after the decision was announced, Musk — currently ranked by Forbes magazine as the world's richest person — wrote, "Never incorporate your company in the state of Delaware."在这份长达200页的裁决发布后，这家电动汽车制造商的股价在盘后交易中下跌了3%以上。 在该决定宣布后不久，目前被《福布斯》杂志评为世界首富的马斯克在X（前身为Twitter）上发布的一条消息中写道，“永远不要在特拉华州注册你的公司。”A lawyer for Musk did not immediately respond to a request for comment. 马斯克的律师没有立即回应置评请求。"We are enormously grateful for the court's thorough and extraordinarily well-reasoned decision in turning back the Tesla board's absurdly outsized pay package for Musk," Greg Varallo, who represented the shareholders, said in a statement shared with Agence France-Presse. "The court's hard work will redound directly to the benefit of Tesla investors, who will see the dilution from this gargantuan pay package erased," he added.股东代表格雷格·瓦拉洛(Greg Varallo)在法新社分享的一份声明中表示：“我们非常感谢法院彻底且极其合理的决定，取消了特斯拉董事会向马斯克提供的高得离谱的薪酬方案。法院的辛勤工作将直接回报特斯拉投资者的利益，他们将看到这一巨额薪酬方案所带来的稀释作用被消除”。Musk's 2018 compensation plan was "the largest potential compensation opportunity ever observed in public markets by multiple orders of magnitude", McCormick wrote in her decision.麦考密克在决定中写道，马斯克的2018年薪酬计划是“公开市场上观察到的最大的潜在薪酬机会，增长了多个数量级”。The unusual plan, valued at a maximum of $55.8 billion, would allow Musk to receive Tesla shares in 12 tranches, based on hitting certain performance criteria. Musk was sued, along with Tesla and some other members of the company's board of directors; the case went to trial in 2022. 这项价值最高558亿美元的不寻常计划将允许马斯克根据达到某些业绩标准分12批获得特斯拉股票。马斯克、特斯拉和公司董事会的其他一些成员都被起诉；此案于2022年开庭审理。During his trial in Delaware, Musk told the courtroom that investors "thought we would fail and go bankrupt", at the time the pay deal was approved. "We were in quite a tough position at the time. We were losing a lot of money," he said. "The probability of survival was extremely low."在特拉华州的审判期间，马斯克告诉法庭，在薪酬协议获得批准时，投资者认为我们会失败并破产。当时我们的处境相当艰难，们损失了很多钱，生存的可能性极低。compensation agreement补偿协议

John is joined by Yixuan Zhu, an Associate in Quinn Emanuel's Beijing office with a unique expertise in both Chinese and American law.  They discuss Yixuan's background studying law and passing the bar in both China and the U.S., including her experience conducting high stakes investigations in China for multinational companies involving the Foreign Corrupt Practices Act and other anti-bribery laws, her decision to join Quinn Emanuel's Shanghai office, and her studies at both Harvard and the University of Indiana.  They also discuss Yixuan's experience in Quinn Emanuel's New York office including representing KKR in a trial over an important real estate transaction and her role in expedited multi-billion dollar litigation in Delaware Chancery Court in the first busted deal case of the Covid era, including her cross-examination of the other side's expert at trial.  Finally, they discuss her experience helping Quinn Emanuel open both its Shanghai and Beijing offices, her status as probably the only Chinese lawyer to have cross-examined a witness in a Delaware Chancery Court trial, and her suggestions to leaders in both countries on how to better understand the other. After this podcast was recorded (but not because of it!), Yixuan was elected to partnership in the firmPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

Prinz Partner Amit Bindra elucidates three recent rulings of the Delaware Chancery Court, one of the nation's foremost non-compete courts. Two of the decisions involved business acquisitions, while a third addressed forfeiture clauses. Notably, the Court refused to enforce non-compete agreements in all three of these cases. Find out why in this episode, as Amit walks us through the Court's reasoning, the potential impact these decisions could have on businesses, and how these holdings are part of a larger trend in non-compete regulation across the country.   Stay Connected & Learn More:   Amit Bindra   Connect with Amit on Twitter   Read Amit's blog post on the Delaware Trilogy   Matt Tedeschi

Former federal prosecutor Robert Mintz, a partner at McCarter & English, discusses a judge ruling that Donald Trump repeatedly committed fraud by inflating the value of his assets. Business law expert Eric Talley, a professor at Columbia Law School, discusses lawsuits Elon Musk is facing in Delaware Chancery Court in October. June Grasso hosts.See omnystudio.com/listener for privacy information.

Former federal prosecutor Robert Mintz, a partner at McCarter & English, discusses a judge ruling that Donald Trump repeatedly committed fraud by inflating the value of his assets. Business law expert Eric Talley, a professor at Columbia Law School, discusses lawsuits Elon Musk is facing in Delaware Chancery Court in October. June Grasso hosts.See omnystudio.com/listener for privacy information.

Episode Notes Bruce and Jeff connect with Kevin T. Gannon, CEO of RA Stanger Investment Bank, to talk about nontraded REITS, their history, all of the current nuances when working with them, and their advantages and disadvantages. Related article: https://www.investmentnews.com/nontraded-reit-math-bedeviling-230132 Guest Bio: Mr. Gannon is chairman and CEO of Stanger. Mr. Gannon joined Stanger in 1983 and has been the lead or co-lead investment banker on more than $75 billion of assignments involving real estate assets and securities. Mr. Gannon is a frequent speaker at industry events sponsored by the Institute for Portfolio Alternatives (IPA) and ADISA and is frequently quoted in the Wall Street Journal, SNL, DI Wire and InvestmentNews. Mr. Gannon is a recognized expert on real estate securities and valuation matters having appeared as an expert in numerous forums including: U.S. Tax Court; U.S. Bankruptcy Court; Delaware Chancery Court; Federal Court; several State Courts; SEC Administrative Court; and arbitration forums. Prior to joining Stanger in 1983, Mr. Gannon was a Manager with Deloitte Haskins & Sells, an international accounting firm. Mr. Gannon is a graduate of Rutgers University (Phi Beta Kappa, 1978) with a BA in Economics and Accounting. Mr. Gannon is a certified public accountant and member of the American Institute of Certified Public Accountants and a General Securities Principal. Founded in 2016, Helios Quantitative Research was created to equip Financial Advisors with new and relevant tools that drastically improve their client's asset management experience, expand their firm's margins, and challenge the old-guard legacy providers as well as the emerging robos of Silicon Valley. We believe that the majority of existing services available to Financial Advisors lack innovation, are too expensive, and enable commoditization in the wealth management industry. Therefore, we created our own service category – the insourced CIO. Our unique team of skilled and experienced individuals partners with financial advisors across the globe to create, implement, monitor, and communicate quantitative investment strategies that challenge Modern Portfolio Theory and seek to remove as much emotion as possible from investing. In a short time, we have grown to influence over 800 Financial Advisors who collectively manage over $30 billion.

On this day, July 5th, in legal history, jury selection began for the trial of the Chicago “Black Sox” baseball players accused of throwing the 1919 World Series.The Black Sox scandal, which unfolded during the 1919 World Series, was not an isolated incident in the history of baseball and gambling. The sport had a long-standing and often troubled relationship with gambling, with instances of game-fixing dating as far back as 1865. The integrity of postseason championship play had also been questioned, with rumors surrounding the honesty of games in previous World Series.The exact architects of the Black Sox scandal have never been definitively identified, but it is believed that White Sox first baseman Chick Gandil and Boston bookmaker Joseph "Sport" Sullivan played key roles in devising the plot. Testimonies from grand jury hearings suggested that Gandil and star pitcher Eddie Cicotte were the primary instigators. However, the scandal involved several other individuals, both inside and outside the team, making it a complex web of conspiracies.One popular theory, first presented by the defense lawyers during the trial, suggested that the motivation behind the fix was the miserliness of White Sox owner Charles A. Comiskey. However, this claim has been debunked by salary data that showed the White Sox had one of the highest payrolls in the league, with players like Eddie Collins, Ray Schalk, Buck Weaver, and Cicotte earning competitive salaries.The White Sox team was plagued by internal divisions and factions. One group, led by Eddie Collins, consisted of educated and self-assured players, while the other, headed by Gandil and Cicotte, was made up of more blue-collar players who harbored resentment toward Collins and his clique. This division played a significant role in the scandal.According to Cicotte's testimony, discussions about fixing the World Series began among his faction during a train trip late in the regular season. Cicotte started exploring the possibility of financing the fix with Bill Burns, a former pitcher turned gambler. The allure of the $10,000 payoffs allegedly received by some members of the Chicago Cubs for throwing the 1918 World Series against the Boston Red Sox further fueled the desire for a similar windfall.Reports of player misconduct and corruption were often disregarded by the baseball establishment and the media. The game seemed to have abandoned serious disciplinary measures against gambling-related activities. Even credible charges made by respected figures like Christy Mathewson failed to result in action. Thus, by 1919, the players viewed the World Series fix as a low-risk, high-reward opportunity due to the perceived lack of consequences.In mid-September, the Gandil-Cicotte group solidified their commitment to the fix during a meeting at the Ansonia Hotel in New York. The involvement of the White Sox's second-best pitcher, Lefty Williams, and their star outfielder, Shoeless Joe Jackson, further increased the likelihood of success. They agreed to intentionally lose the World Series to the Cincinnati Reds in exchange for a substantial $100,000 payoff.This tragically would lead to Kevin Costner's 1989 film Field of Dreams being conceived of and, with no one there to stop them, produced and released. The Black Sox ScandalLabor negotiations between United Parcel Service Inc. (UPS) and the International Brotherhood of Teamsters have reached a stalemate, increasing the likelihood of a strike by more than 300,000 UPS workers. Talks between the two parties collapsed after weeks of discussions, leaving the US supply chain vulnerable to disruption if an agreement is not reached soon. The Teamsters blamed UPS for refusing to meet workers' demands, while UPS claimed that the union had halted negotiations despite a generous pay offer. The current labor contract, which is set to expire at the end of July, requires a few more weeks for member education and ratification. UPS shares fell 2.1% in response to the news. The negotiations have been challenging, with disagreements over pay, cost of living increases, and the perceived disparity between worker wages and the company's pandemic-related profits. The possible strike comes amidst a broader wave of labor unrest in the transportation sector, including disputes at ports and rail strikes.Companies with tailor-made picket taglines should handle labor with an especially tender touch – “What can brown do for us? Provide a fair cost of living increase!”UPS Drivers Head Toward Possible Strike as Labor Talks Stall (2)Paul Hastings, a Big Law firm, is facing a lawsuit filed by Redwood Liquidating Co., a biotechnology company based in California, alleging negligence by the firm's lawyers. Redwood Liquidating claims that the mistakes made by Paul Hastings attorneys during the company's attempt to remove its founder, Hesaam Esfandyarpour, from the board resulted in a loss of $300 million in value and ultimately led to bankruptcy. The company had hired Paul Hastings to implement corporate governance reforms and appoint new leadership, including a CEO and three independent directors. However, the Delaware Chancery Court ruled the written consents invalid after Esfandyarpour sued, rendering the new directors invalidly appointed. Redwood Liquidating states that the litigation drained its remaining cash, caused investor concerns, disrupted financing, and forced the company to file for bankruptcy and liquidate its assets. Paul Hastings denies the allegations and considers the lawsuit meritless, expressing its intention to defend itself in court. In addition to this case, the law firm is also facing conflict of interest claims from another client, The Coca-Cola Co., in a separate lawsuit.Paul Hastings Sued by Ex-Client Accusing Lawyers' NegligenceSuspended Texas Attorney General Ken Paxton will not testify in his upcoming impeachment trial in the state Senate, according to his lawyer. Paxton, who was impeached on charges including bribery, is temporarily suspended from office pending the trial. The Texas Senate will try him on 20 articles of impeachment, and if two-thirds of the 31 senators find him guilty, he will be removed from office. The impeachment was triggered by Paxton's office requesting that the House fund a $3.3 million lawsuit settlement he reached with four whistleblowers. Paxton has denied any wrongdoing and is also under a separate corruption investigation by the Justice Department. His attorney stated that they will not comply with what they perceive as an unfair process.Suspended Texas Attorney General Paxton won't testify at impeachment trial | ReutersIn this week's column I take a look at senior property tax relief policies generally, with an eye toward's New Jersey's StayNJ program specifically. New Jersey's property tax relief program, StayNJ, which offers a 50% reduction in property tax for homeowners aged 65 and older, has sparked a debate about the fairness of such policies. While I acknowledge that some seniors struggle with rising property taxes, the concern is that these relief programs come at the expense of other groups facing similar financial challenges.One issue with the proposal is that it creates a complex tax policy puzzle, with funds being reallocated to address school budget shortfalls or to manipulate school performance metrics. This pits seniors against families with children, as zoning restrictions and housing demands favor one group over the other. Seniors, who often have more home equity, are better able to absorb property tax increases.Furthermore, senior property tax relief programs often coincide with cuts in school budgets. Programs like StayNJ are designed to keep seniors in the state, benefiting school resources by reducing the number of students in the public school system. This can positively impact metrics such as school expenditures per pupil, but it also means fewer resources for education overall.In some cases, zoning restrictions are used to provide property tax relief for seniors, effectively excluding families with children from certain areas. The policy trade-off favors seniors, leaving families with fewer resources and options. The shortage of affordable housing exacerbates the situation, as seniors receive incentives to stay in their homes while younger individuals face higher costs.Reverse mortgages are an option for older homeowners to access their home equity without monthly payments, helping them cope with property tax reassessments. However, this option is limited to those aged 62 and older, leaving younger homeowners with fewer alternatives like home equity lines of credit, which require monthly payments.While it is important to support seniors financially, these policies should be examined holistically, considering the impact on other groups. Seniors generally have lower poverty rates compared to younger age groups, and their housing costs decrease over time while healthcare costs rise. While assisting seniors is commendable, policymakers must be mindful of the broader effects on the marketplace.New Jersey Property Tax Relief Pits Babies Against Baby Boomers Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

0:00 -- Intro.3:45 -- Start of interview.5:09 -- Leo's "origin story".  His focus on public service, and work for then Delaware Governor (now U.S. Senator) Tom Carper.9:41 -- On his time at Skadden's Wilmington office.11:52 -- On his time at the Delaware Court of Chancery and as Chief Justice of the Delaware Supreme Court. 15:32-- His views on the evolution (and strengths) of the Delaware Court of Chancery. Its symbiosis with the SEC. "The courts in Delaware are not infected by partisanship." "Our brand is everything." "Delaware is not a tax haven."24:40 -- On companies leaving Delaware or the US (via inversions). "We do not impede the flow of capital."28:34 -- Why he wrote his new paper "Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way." (December 7, 2022). 78 Bus. Law. 329 (2023), "The old word for ESG was CSR, this is not a new debate." "ESG is a proxy for good corporate citizenship, it's about making money the right way."38:28 -- His proposed Model of Good, Non-Ideological Corporate Citizenship.  "Make money without making harm". Reference to paper "Companies Should Maximize Shareholder Welfare Not Market Value" by Hart & Zingales. 44:49 -- On corporate political spending. "Corporate law has often policed conflict transactions." The role of the board in this process. The function of independent directors. Jack Bogle: "Institutional investors should insist that the proxy statement of each company in which they invest contain the following: Resolved: That the corporation shall make no political contributions without the approval of the holders of at least 75 percent of its shares outstanding.” "Citizens United is sort of a white whale of mine." "I would like to see Profs Lucian Bebchuk, Rob Jackson and Frank Partnoy push shareholder proposals to curb corporate political spending."58:16 -- On institutional investors' role (and challenges) in corporate governance. "I don't like the fact that [large asset managers] may be trying to escape their responsibility by passing through the voting." "With power should come responsibility."1:08:27 -- The complexity of climate change discourse: "actuaries and scientists agree on this problem." "Thanksgiving dinner behavior needs to be where we are on the business community."1:12:03 --  The books that have greatly influenced his life: Down and Out in Paris and London, by George Orwell (1933)Road to Wigan Pier, by George Orwell (1937)Simple books that his parents gave him when he was a child.1:14:30 --  His mentors, and what he learned from them: The two judges that he clerked for, Rod Ward (founder and longtime leader of Skadden's Wilmington office), Senator Tom Carper, his colleagues at the Delaware Chancery Court, Marty Lipton, Bob Clark and Michael Wachter, his wife.1:18:30 -- Quotes he thinks of often or lives his life by: "Clown time is over." (Elvis Costello). "Be yourself, unless of course you are an asshole, in which case be someone else."1:20:23 --   An unusual habit or an absurd thing that he loves: Lyrics. "I have stuck in my head pretty much every pop song of the 1970s" ("life is stuck in two decades: for me, it's the 1970s and the 1990s"). 1:23:13 --   The living person he most admires: the people who do the hardest jobs with no public glory. 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.__ 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 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

In the third episode of this three-part series focusing on director/officer liability, Rob Gerberry, Senior Vice President & Chief Legal Officer, Summa Health, speaks with Michael Peregrine, Partner, McDermott Will & Emery LLP, about new developments in officer and director liability matters. They discuss the Delaware Chancery Court's recent decisions in the McDonald's Corporation stockholder derivative litigation; why health lawyers should care about what is coming out of the Delaware courts and the level of activity there; and the connection between corporate governance, officer and director liability, and the Department of Justice's renewed focus on corporate crime and individual accountability. From AHLA's Business Law and Governance Practice Group. Listen to the first episode, which discusses the concept of officer and director liability and related standards of care, here. Listen to the second episode, which discusses parties with primary jurisdiction to challenge officer and director conduct, here. To learn more about AHLA and the educational resources available to the health law community, visit americanhealthlaw.org.

David Finz and Steve Shappell, Alliant, provide insights into two recent court cases highlighted in the March edition of the Executive Liability Newsletter. The two take a look at the Delaware Chancery Court ruling in a D&O case, extending the standard of care to officers, creating a higher burden for them in terms of conduct, as well as an Illinois Supreme Court case featuring BIPA litigation, ruling a five-year statute of limitation period applies to actions brought under BIPA and that each act, prior to consent, applies as a separate action.

0:00 -- Intro.1:51 -- Start of interview.2:44 -- On Larry's move from academia to private practice as Special Counsel in Mayer Brown's New York office. His writings in Mayer Brown's Across the Board's blog.4:58 -- His message at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state's corporate bench and bar. 9:02 --  Shareholder Typologies and demographics (long/short term, low/high conviction): Indexers, Transients, Activists and Quality Shareholders.14:51 -- Attributes of directors: #1 requirement is business savvy, per Warren Buffett. | Pat formulas in corporate governance, ie. check-the-box approach "mandated by central command": why they should be viewed with great skepticism.18:59 -- On the politicization of ESG, and Delaware's approach: "directors' fiduciary duties run to shareholders, but they may promote the interests of others when those are rationally related to shareholder interests.” Delaware VC Laster's opinion in McDonalds II (dismissing all shareholder claims that directors violated their oversight duties amid a toxic corporate culture.) 25:00 -- Some reasons for increase in ESG debate: 1) Declining trust in government, 2) Rising concern about climate change, 3) Powerful social movements, and 4) Powerful institutional asset managers leaning on ESG.  But Delaware remains a shareholder primacy state, "and that's a good thing", per former Chancellor of the Delaware Court of Chancery Andre Bouchard, now a partner at Paul Weiss partner, cited from a speech at a Directors' & Board event.27:00 -- Directors' personal values "don't matter at all" when it comes to fiduciary duties, "what matters is only what is best for the company [corporate interests]."30:58 -- On the SVB collapse, and the ongoing financial crisis (Silvergate, Signature, FRB, CS, etc). Larry's advice for boards who have been or could be affected, on the fundamentals of governance amid this heightened uncertainty. His firm's client alert: Maintaining Perspective: Governance and Disclosure Reminders for Public Companies. In the Vicinity of Insolvency: "When a company is insolvent, creditors may obtain standing to bring a derivative action on behalf of the company for breach of fiduciary duties. Although the fiduciary duties of care and loyalty to the company remain the same, the beneficiaries of those duties shift. Since it can be hard to tell in real time when a company becomes insolvent, directors of a company in the vicinity of insolvency should view their duties through the lens of the different beneficiaries of those fiduciary duties."36:07 -- The case of Credit Suisse's acquisition by UBS. The precedence of the US Government taking over AIG.40:11 -- On his article: "Share Buybacks, Directors Should Stick with Economics, Avoid Politics."46:32 -- On Warren Buffett, and whether the White House and/or bankers will seek him out for advise and/or dealmaking in this financial crisis: "He's waiting for the phone to ring with an attractive offer on the other end of the line."50:27 -- Final words of advice for directors: "Directors of public companies are stewards of a business and they need to act with business judgement and not on personal preferences, political and social issues of the day."Lawrence A. Cunningham is Special Counsel in Mayer Brown's New York office. Larry is a member of the firm's Capital Markets and Public Companies & Corporate Governance practices. Recognized as an authority on corporate governance and corporate law, Larry advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Larry on social media at:Twitter: @CunninghamProfLinkedIn: https://www.linkedin.com/in/lawrence-cunningham-68b7574b/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__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

Investors may have a lot more opportunity to sue their boards of directors for mismanagement after a ruling last month in a Delaware opioid case. The ruling from Delaware Chancery Court, the country's premiere venue for corporate law disputes, was in a case against drug wholesaler AmerisourceBergen that centered on allegations its reckless opioid selling damaged the company's stock price. The court found that investors can introduce evidence of mismanagement dating back years—a much longer time period than AmerisourceBergen had wanted. Bloomberg Law reporter Jennifer Kay wrote a story about the implication of this ruling on shareholder suits and on corporate accountability. She spoke about these topics to Washington & Lee University School of Law professor Carliss Chatman on our weekly legal news podcast, On The Merits. Do you have feedback on this episode of On The Merits? Give us a call and leave a voicemail at 703-341-3690.

Bruce and Jeff connect with Kevin T. Gannon, CEO of RA Stanger Investment Bank, to talk about nontraded REITS, their history,  all of the current nuances when working with them, and their advantages and disadvantages. Related article: https://www.investmentnews.com/nontraded-reit-math-bedeviling-230132Guest Bio:Mr. Gannon is chairman and CEO of Stanger. Mr. Gannon joined Stanger in 1983 and has been the lead or co-lead investment banker on more than $75 billion of assignments involving real estate assets and securities. Mr. Gannon is a frequent speaker at industry events sponsored by the Institute for Portfolio Alternatives (IPA) and ADISA and is frequently quoted in the Wall Street Journal, SNL, DI Wire and InvestmentNews. Mr. Gannon is a recognized expert on real estate securities and valuation matters having appeared as an expert in numerous forums including: U.S. Tax Court; U.S. Bankruptcy Court; Delaware Chancery Court; Federal Court; several State Courts; SEC Administrative Court; and arbitration forums.Prior to joining Stanger in 1983, Mr. Gannon was a Manager with Deloitte Haskins & Sells, an international accounting firm. Mr. Gannon is a graduate of Rutgers University (Phi Beta Kappa, 1978) with a BA in Economics and Accounting. Mr. Gannon is a certified public accountant and member of the American Institute of Certified Public Accountants and a General Securities Principal.

Hedge fund Fir Tree Capital Management is suing Grayscale Investments, the operator of the world's largest Bitcoin fund, for "potential mismanagement and conflicts of interest," according to a complaint filed Tuesday in Delaware Chancery Court. Separately, a federal judge authorized the issuance of subpoenas to former leadership of bankrupt crypto hedge fund Three Arrows Capital covering any "recorded information, including books, documents, records, and papers" related to its finances and assets. Jeremy Varlow and guest host Luke Franks of the Welcome to the Metaverse podcast discuss the latest developments on the legal front at the top of today's Real Vision Crypto Daily Briefing. Later, DappRadar CEO Skirmantas Januskas joins Jeremy and Luke live to talk about the latest trends in Web3 gaming, the metaverse, and NFTs, including Animoca Brands' acquisition of PIXELYNX. Learn more about your ad choices. Visit podcastchoices.com/adchoices

This is a free preview of a paid episode. To hear more, visit www.serioustrouble.showSam Bankman-Fried is in serious trouble! And he has a strategy: tweet through it. We talk about the legal risks that come from tweeting through your legal risks — it's not just that SBF risks providing evidence to help the government prove he committed crimes; he may also be committing new crimes, like wire fraud, in real time. For all listeners, we have a breakdown of the lessons in what-not-to-do from SBF. For premium subscribers, we also look at serious trouble for Elon Musk. He was in the Delaware Chancery Court this week — not to be forced to buy Twitter, but to answer a shareholder lawsuit about his compensation at Tesla. And we have updates on Donald Trump. In the Mar-a-Lago documents case, his lawyers' arguments seem designed to try the patience of Special Master Raymond Dearie. And in one civil lawsuit, his lawyers are facing Rule 11 sanctions — you have to behave really badly for that to happen — while in another lawsuit (against Elon Musk's Twitter!) he's picked up a prestigious, if checkered, legal advocate: former appellate judge Alex Kozinski.Visit serioustrouble.show to become a paying subscriber of the show and you'll get all of our future full length episodes.

THIS.. IS BOB'S WORLD…. GOOD-DAY I'M BOB WELCH ELON MUSK MIGHT JUST HAVE MET HIS MATCH… HER NAME…. DELAWARE CHANCERY COURT JUDGE KATHALEEN MCCORMICK THAT STORY IN A MINUTE. --- This episode is sponsored by · Anchor: The easiest way to make a podcast. https://anchor.fm/app --- Send in a voice message: https://anchor.fm/bobwelch/message

In this episode of Law, disrupted, John is joined by Michael A. Barlow, partner at Abrams & Bayliss LLP, and Silpa Maruri, partner at Quinn Emanuel's New York office. Together, they discuss litigation in Delaware, which John briefly highlights as the epicenter of both corporate America and high-end corporate litigation.The conversation begins with John asking Michael how Delaware managed to stake out a unique position of being the jurisdiction of choice for corporations, which has led to high-end and high-stakes litigation in Delaware courts. Michael notes the answer is two-fold. The first answer is former President Woodrow Wilson. He explains that Delaware largely adopted the same revolutionary law of New Jersey by the then Governor Wilson. The second answer is that Delaware has worked hard since to stay at the forefront by annually updating its laws and court system. They touch on how Nevada is trying to mimic Delaware but, unfortunately, is proving to be unsuccessful so far.Silpa explains the difference between the two types of courts in Delaware: the Court of Chancery and the Superior Court. Silpa highlights how the former is a court of equity; therefore, it hears matters sounding in equity, whereas the latter is a court of law. Together, John, Michael, and Silpa chew over the role of the Delaware Court of Chancery, analyzing the history of the courts as a foundation for understanding the wider role of the courts.John asks Silpa what lawyers and litigants should expect when they're litigating cases in Chancery Court, with Silpa noting that all trials are bench trials. She highlights how the Court of Chancery is especially bespoke in that not only is it the case that you're going to have the fact-finder be the judge, but that judge is going to be actively involved in deciding even minor things like motions to compel.The conversation is then steered towards what a trial is like in the Court of Chancery. In many jurisdictions, the date set for a trial is often moved and shifted, but Silpa notes that this specific court respects set trial dates. In addition, she notes that the Vice Chancellors are proactive during the trial.Finally, John, Michael & Silpa discuss the importance of certainty and predictability on matters of Delaware corporate law. Michael briefly notes how Delaware handles a significant number of sophisticated corporate transactions in the Court of Chancery. However, he notes that the court has a much broader role as a court of equity. Michael notes that there's a pretty broad set of cases that the court handles with the same attention to detail and focus that it brings to these corporate disputes.

Anchored by MT founder and civil rights lawyer, Ben Meiselas and national trial lawyer and strategist, Michael Popok, the top-rated news analysis podcast LegalAF x MeidasTouch is back for another hard-hitting look in “real time” at this week's most consequential developments at the intersection of law and politics. On this episode, Ben and Popok analyze & discuss: 1. The 8th Session of the Jan6 Committee Hearing including the 187 minutes of Trump purposeful inaction and whether that constitutes a “dereliction of duty” as Commander and Chief, and just how close is the DOJ to a criminal prosecution of Trump. 2. DA Fani Willis' own day in court over the Fulton County (Atlanta) Georgia Special Grand Jury investigation of Trump, Graham, Giuliani and others as she goes after the 16 “fake” electors and others, and what the presiding judge had to say about it all. 3. Giuliani's failure to appear at a New York order to show cause hearing leading to him being ordered to testify before Willis' special grand jury in early August. 4. The conviction of Steve Bannon on both counts of contempt of Congress, his upcoming sentencing and likely appeal, and what happens next. 5. Musk's first loss in front of the Delaware Chancery Court in his efforts to wriggle out of buying Twitter, with the full trial now set to happen in just 90 days. 6. SCOTUS' latest efforts to dismantle Biden's change in immigration policy away from Trump's rules, refusing to stay a Texas federal judge's decision that Homeland Security Secretary's memo prioritizing which illegal immigrants should be arrested and deported over others, is “arbitrary and capricious.” 7. Trump's latest go-to lawyers, Alina Habba, and her own legal problems as her law firm and she are sued by a former Black paralegal based on an alleged hostile work environment led by Habba purportedly using the N-word as she sang loudly to rap music, and her using the N word against NYAG Leticia James around the office. DEALS FROM OUR SPONSORS:  https://feals.com/LegalAF NEW MEIDAS MERCH: "Don't Coup It Tee": https://store.meidastouch.com/product... Remember to subscribe to ALL the Meidas Media Podcasts: MeidasTouch: https://pod.link/1510240831 Legal AF: https://pod.link/1580828595 The PoliticsGirl Podcast: https://pod.link/1595408601 The Influence Continuum: https://pod.link/1603773245 Kremlin File: https://pod.link/1575837599 Mea Culpa with Michael Cohen: https://pod.link/1530639447 The Weekend Show: https://pod.link/1612691018 The Tony Michaels Podcast: https://pod.link/1561049560 Zoomed In: https://pod.link/1580828633 Learn more about your ad choices. Visit megaphone.fm/adchoices

Norm opens the show by asking listeners to opine on the possibility that disgraced Bridgeport, Connecticut, Mayor might make a comeback in the realm of law and politics. And listeners called in in resounding fashion.  Joe Ganim served 7 years in a federal prison for a myriad convictions including extortion and wire fraud, but not before being elected as the Mayor of Bridgeport from 1991 to 2003. He won election again in 2015 and is currently serving his 7th term as Mayor of Bridgeport.  But there is another investigation ongoing. Should Ganim be allowed to continue holding public office? And should he be granted his law license back? The entree of today's show is the return of one of LAL's favorite guests, Jimmy Vallee of Valhil Capital. Norm and Jimmy dive deep into the ongoing litigation between the Securities and Exchange Commission and Ripple Labs, the blockchain technology company that promulgated popular crytocurrency XRP.  $100MM in legal fees? Is XRP a security? And who regulates the regulator? Jimmy unpacks many of the very obvious conflicts between private companies competing with Ripple, the transition of key figures from those private entities into the public service at the SEC, and the SEC's subsequent behavior with respect to XRP's rather arbitrary designation as a security.  The notion of 'regulatory capture' is a concept that LAL routinely indulges. And the Ripple case is a complicated one.  For all of our listeners, please visit cryptolaw.us (run by a former guest, John Deaton) to find all of the information related to this case. There is even a button that will pre-fill an email to your local representative.  The SEC has some 'splainin' to do. And the outcome of midterm elections may portend a fiery future, perhaps by way of congressional committee or other investigative means.  Norm updates on the Twitter v. Elon Musk matter. The Delaware Chancery Court has granted Twitter's motion to expedite trial, and has set the date for October 2022. Rocket docket, here we come! Like, share, and subscribe! Norm is live every weekday from 12pm ET to 2pm ET on WICC 600AM/107.3FM. Stream Norm live at https://www.wicc600.com/. Follow @PattisPodcast on Twitter. 

Norm opens the show by asking listeners to opine on the possibility that disgraced Bridgeport, Connecticut, Mayor might make a comeback in the realm of law and politics. And listeners called in in resounding fashion.  Joe Ganim served 7 years in a federal prison for a myriad convictions including extortion and wire fraud, but not before being elected as the Mayor of Bridgeport from 1991 to 2003. He won election again in 2015 and is currently serving his 7th term as Mayor of Bridgeport.  But there is another investigation ongoing. Should Ganim be allowed to continue holding public office? And should he be granted his law license back? The entree of today's show is the return of one of LAL's favorite guests, Jimmy Vallee of Valhil Capital. Norm and Jimmy dive deep into the ongoing litigation between the Securities and Exchange Commission and Ripple Labs, the blockchain technology company that promulgated popular crytocurrency XRP.  $100MM in legal fees? Is XRP a security? And who regulates the regulator? Jimmy unpacks many of the very obvious conflicts between private companies competing with Ripple, the transition of key figures from those private entities into the public service at the SEC, and the SEC's subsequent behavior with respect to XRP's rather arbitrary designation as a security.  The notion of 'regulatory capture' is a concept that LAL routinely indulges. And the Ripple case is a complicated one.  For all of our listeners, please visit cryptolaw.us (run by a former guest, John Deaton) to find all of the information related to this case. There is even a button that will pre-fill an email to your local representative.  The SEC has some 'splainin' to do. And the outcome of midterm elections may portend a fiery future, perhaps by way of congressional committee or other investigative means.  Norm updates on the Twitter v. Elon Musk matter. The Delaware Chancery Court has granted Twitter's motion to expedite trial, and has set the date for October 2022. Rocket docket, here we come! Like, share, and subscribe! Norm is live every weekday from 12pm ET to 2pm ET on WICC 600AM/107.3FM. Stream Norm live at https://www.wicc600.com/. Follow @PattisPodcast on Twitter. 

Norm is joined as he is at the start of every work week by producer of law and legitimacy and North Carolina-based attorney, W. Michael Boyer.  On the menu for the first hour is the latest developments in the Elon Musk-Twitter acquisition efforts. In particular, Musk and his team sent a letter terminating the deal and Twitter has responded by filing a lawsuit in the Delaware Chancery Court seeking Elon's specific performance of the $44B contract between them, along with a motion to set an expedited trial schedule.  Norm queries Mike on the basics of Twitter as a technology, the basics of the deal, and the basics of the lawsuit Twitter has filed. So far, Elon and his team have only responded in opposition to Twitter's motion to expedite trial. We await the disposition of that motion before Elon and his team will file an answer to Twitter's lawsuit in earnest.  Mike speculates about the reasons anchoring Twitter's strategy, the likelihood of the success, and ponders the profound idea that a court could ever grant Twitter equitable relief—that is, order Elon and his team—to spend $44B. Is there sound legal precedent?  Norm backs up to establish the legal fundamentals of every contract (e.g., offer, acceptance, consideration) and Mike illustrates the concepts using the facts of Elon-Twitter lawsuit.  The two end the first hour by analyzing the most recent information flowing from the investigation of the Ulvade shooting—370+ officers responded but no one had the impetus to intervene in more than an hour of unabated massacre? Are we at a crisis of competency in this country? In the second hour, Norm forges ahead solo. He opens with a historical lookback of witchcraft and executions in the early colonial territory of Connecticut. Connecticut's experiments predate the Salem Witch Trials in Massachusetts. How is it that we come to believe things that in a calmer moment may be implausible? In the 17th century, there was a phenomenon known as "Frontier Anxiety." Are we experiencing that today in some material respect? And is the continued preoccupation with remedying the alleged wrongs from hundreds of years ago a troubling development for a country seemingly infatuated with race based transfer payments? Like, share, and subscribe! Norm is live every weekday from 12pm ET to 1pm ET on WICC 600AM/107.3FM. Stream Norm live at https://www.wicc600.com/. Follow @PattisPodcast on Twitter. 

For months now, both the legal and financial worlds have had their eyes glued to billionaire Elon Musk's theatrical attempt to purchase (or not) the social media giant Twitter. Musk is now trying to back out of the $44 billion deal, claiming Twitter refused to provide him with vital information. Twitter is trying to force Musk to follow through on the purchase by taking him to court in Delaware, where earlier today a judge set an expedited trial date for October. If this deal ultimately does go unconsummated, it may not be the only one. A contracting economy and tumbling stock markets mean that mergers and acquisitions that made sense during expansionary times may not make sense any longer. On today's episode of On The Merits, our weekly legal news podcast, Bloomberg Law's Matthew Bultman and Bloomberg News' Ed Hammond discuss what the Delaware Chancery Court can really do in Twitter v. Musk, what happens if Musk loses this case, and why Twitter would even still want to be owned by someone who is publicly bashing the company. They also talk about the rocky future for the broader deals market in an ailing economy—and what that may mean for the attorneys who rely on it for billable hours. Do you have feedback on this episode of On The Merits? Give us a call and leave a voicemail at 703-341-3690.

Norm is joined as he is at the start of every work week by producer of law and legitimacy and North Carolina-based attorney, W. Michael Boyer.  On the menu for the first hour is the latest developments in the Elon Musk-Twitter acquisition efforts. In particular, Musk and his team sent a letter terminating the deal and Twitter has responded by filing a lawsuit in the Delaware Chancery Court seeking Elon's specific performance of the $44B contract between them, along with a motion to set an expedited trial schedule.  Norm queries Mike on the basics of Twitter as a technology, the basics of the deal, and the basics of the lawsuit Twitter has filed. So far, Elon and his team have only responded in opposition to Twitter's motion to expedite trial. We await the disposition of that motion before Elon and his team will file an answer to Twitter's lawsuit in earnest.  Mike speculates about the reasons anchoring Twitter's strategy, the likelihood of the success, and ponders the profound idea that a court could ever grant Twitter equitable relief—that is, order Elon and his team—to spend $44B. Is there sound legal precedent?  Norm backs up to establish the legal fundamentals of every contract (e.g., offer, acceptance, consideration) and Mike illustrates the concepts using the facts of Elon-Twitter lawsuit.  The two end the first hour by analyzing the most recent information flowing from the investigation of the Ulvade shooting—370+ officers responded but no one had the impetus to intervene in more than an hour of unabated massacre? Are we at a crisis of competency in this country? In the second hour, Norm forges ahead solo. He opens with a historical lookback of witchcraft and executions in the early colonial territory of Connecticut. Connecticut's experiments predate the Salem Witch Trials in Massachusetts. How is it that we come to believe things that in a calmer moment may be implausible? In the 17th century, there was a phenomenon known as "Frontier Anxiety." Are we experiencing that today in some material respect? And is the continued preoccupation with remedying the alleged wrongs from hundreds of years ago a troubling development for a country seemingly infatuated with race based transfer payments? Like, share, and subscribe! Norm is live every weekday from 12pm ET to 1pm ET on WICC 600AM/107.3FM. Stream Norm live at https://www.wicc600.com/. Follow @PattisPodcast on Twitter. 

Anchored by MT founder and civil rights lawyer, Ben Meiselas and national trial lawyer and strategist, Michael Popok, the top-rated news analysis podcast LegalAF x MeidasTouch is back for another hard-hitting look in “real time” at this week's most consequential developments at the intersection of law and politics. On this episode, Ben and Popok analyze & discuss: 1. New developments in the Fulton County (Atlanta) Georgia special grand jury probe including “target letters” going out to key State Republican Party leaders concerning their role in the fake electors scandal. 2. Hillary Clinton, the DNC, and others moving to dismiss Trump's second attempt to properly plead a racketeering case against them in a Miami Federal Court arguing that all of the claims were filed too late and have no merit. 3. Twitter filing its suit against Musk in the Delaware Chancery Court to force him to close on the $44 billion dollar purchase, and to have a trial in 60 days on the issue. 4. January 6 hearing developments including the Secret Service erasing text evidence and Trump committing the crime of witness tampering. 5. Updates concerning abortion rights across the country, including Texas suing the Biden Administration to prevent the Federal Department of Health and Human Services from requiring abortion in cases of a medical emergency consistent with Federal law, and 6. Indiana's right wing attorney general criminally pursuing the doctor who provide the abortion for the 10 year old Ohio girl who was the victim of rape. 7. The DOJ seeking enhancement of the sentence of convicted Insurrectionist Guy Reffitt and recommending a sentence of 15 years in prison. DEALS FROM OUR SPONSORS: https://athleticgreens.com/LegalAF Remember to subscribe to ALL the Meidas Media Podcasts: MeidasTouch: https://pod.link/1510240831 Legal AF: https://pod.link/1580828595 The PoliticsGirl Podcast: https://pod.link/1595408601 The Influence Continuum: https://pod.link/1603773245 Kremlin File: https://pod.link/1575837599 Mea Culpa with Michael Cohen: https://pod.link/1530639447 The Weekend Show: https://pod.link/1612691018 The Tony Michaels Podcast: https://pod.link/1561049560 Zoomed In: https://pod.link/1580828633 Learn more about your ad choices. Visit megaphone.fm/adchoices

Kara and Scott discuss inflation being at a 41 year high, and predict what's to come in the showdown at the Delaware Chancery Court between Twitter and Elon Musk. Also, the newest revelations from the January 6th hearings, Governor Newsom takes on gun manufacturers, and crypto lender Celsius files for bankruptcy. Send us your Listener Mail questions by calling us at 855-51-PIVOT, or via Yappa, at nymag.com/pivot. Learn more about your ad choices. Visit podcastchoices.com/adchoices

Anchored by MT founder and civil rights lawyer, Ben Meiselas and national trial lawyer and strategist, Michael Popok, the top-rated news analysis podcast LegalAF x MeidasTouch is back for another hard-hitting look in “real time” at this week's most consequential developments at the intersection of law and politics. On this episode, Ben and Popok analyze: 1. Pat Cipollone (former chief white house counsel)'s potential bombshell 9 hour video testimony to the Jan6 Committee. 2. The Fulton County (Atlanta) Georgia Special Grand Jury investigating Trump's election interference and its decision to subpoena Giuliani, Senator Lindsey Graham, Jenna Ellis and others. 3. The start of the Bannon criminal contempt of congress trial on July 18th , and his last minute (and likely unsuccessful) efforts to have Trump provide him a defense. 4. The DC Circuit Appellate Court's ruling concerning the House Oversight Committee's 2-year long efforts to get it hands on the Trump Organization's long time accountant/auditor's records about his business dealings while in office. 5. State abortion rights in the aftermath of the elimination of the constitutional right, and the Biden Administration's recent executive orders to protect the right through federal agency rule-making. 6. Musk's effort to walk away from his contractual obligation to buy Twitter, and whether the Delaware Chancery Court will ultimately order him to close on the purchase. And so much more. DEALS FROM OUR SPONSORS: https://athleticgreens.com/LegalAF https://policygenius.com/LegalAF https://www.slotomania.com Remember to subscribe to ALL the Meidas Media Podcasts: MeidasTouch: https://pod.link/1510240831 Legal AF: https://pod.link/1580828595 The PoliticsGirl Podcast: https://pod.link/1595408601 The Influence Continuum: https://pod.link/1603773245 Kremlin File: https://pod.link/1575837599 Mea Culpa with Michael Cohen: https://pod.link/1530639447 The Weekend Show: https://pod.link/1612691018 The Tony Michaels Podcast: https://pod.link/1561049560 Zoomed In: https://pod.link/1580828633 Learn more about your ad choices. Visit megaphone.fm/adchoices

Don't forget your Bitcoins I have argued for a long time around here that the biggest problem for most investors who are thinking about buying cryptoc... argued time here I’m right Bitcoin futures Bitcoin exchange-traded funds public company that owns a lot of Bitcoins volcano bonds rickety old systemraising some questions about securities fraud wrote about essentially any untrue statement accused Exxon Mobile Corp. asked the SEC to investigateraised a $1.1 billion SPACup to VIIproxy statementtook back their moneyNot impossible allowed the case to go forwardher opinionThis is from last month wroteasked Non-fungible Olive Gardens to knock it offNew York Post storybutvie for stakesStartup Founders Have More PowerFunding to Stay CheapWork-From-Home Future Shimao Loves ChinaEvergrande crisiscrime-linked crypto walletsTakeout CocktailsMetaverse Partnersubscription programGoogle Street Viewsubscribe at this linkhereDelaware Chancery Court opinion

The Delaware Chancery Court is continuing its trend of permitting Caremark claims against corporate board members who fail to exercise proper oversight and monitoring of compliance programs. Over the past few years, the Delaware Chancery Court has consistently raised the stakes and expectation for Board member performance on corporate boards.In this Episode, Michael Volkov reviews the current board member liability cases and the Court's recent rulings.

The Boeing 737 MAX scandal is a troublesome and disturbing case where corporate board oversight and responsibility was lacking. The implications of the board's failure resulted in the killing of innocent passengers and the grounding of Boeing's 737 MAX. Add to that a $2.5 billion settlement, a criminal case against a Chief Technical Pilot, and continuing safety and technical problems, and you have recipe for continuing disaster at Boeing.The Delaware Chancery Court's recent decision denying Boeing's motion to dismiss shareholder derivative claims outlines a devastating picture of Board governance failures relating to Boeing's response to the Lion Air crash in October 2018 and the Ethiopian Airlines crash in March 2019. In this Episode, Tom Fox and Michael Volkov discuss the implications of this recent decision.

Loews / Boardwalk Pipeline The Federal Energy Regulatory Commission regulates the maximum rates that natural gas pipelines can charge to customers. Th... a court decisionissued a 194-page opinion talked yesterday like say here making teenagers feel bad about their bodies once wrotewrote a funny articlefiled an amended prospectushere’s a behavioral-finance paper named forapespunks Huge, Secret Bank BetU.S. Investment in ChinaJes Staley’s exitBlockFiSPAC Bill Gasoline Market Metro-North Into ManhattanLucid’sstartupEnronsubscribe at this linkhereDelaware Chancery Court opinionthe Chancery Court opiniona copy of the PDF archived at Bloombergresearch analysts pumped up stocks

Does Elon Musk control Tesla?In 2016, Elon Musk was the chief executive officer, chairman of the board, chief product officer, co-founder[1] and large... was announcedit closedsaid a judgesaid Muskand they (other than Musk)if he I guess it’s going wellordered Tesla to get a more independent board Alsowhat to do with that how he uses Twitterspent $2.7 billionwere immaterial SEC fines once wrote this anecdote talked last week worked on Exxon Mobil Corp.buy a lot of sovereign bonds from countries that do bad stuff(Why) Are ESG Sovereign Bonds (Such) Scams?Wall Street Journal article two laws of taxThere’s a paper pivot to blockchain delisted this Februarycharged three people with insider tradingthe complaint Record Quarter Bumper QuarterFalling Bond YieldsShelved IPO Intentions Crypto Power-Hunting Share Hotel RoomsRecord Debt No-Fee Stock Trading French Antitrust Agencytake advantage of security crackdownSharpe ratio Key Credit Rating Cut Arbitrage OpportunityNFTsearly-bird dininggoldfishDead Startupsome dancing from a dead shrimp on a sticksubscribe at this linkheresaid a Delaware Chancery Court judgeTesla’s website saysthe 2018 Chancery decisionthere are rules

Intro.(1:39) - Start of interview.(2:15) - About UC Hastings and the Center for Business Law [that we are building together!](5:10) - Jared's "origin story": he grew up in Michigan, attended the U. of Michigan (BA political science) and Columbia Law School (JD). A book on the bankruptcy of Marvel Comics led him to bankruptcy law and practice. After graduation he joined Brown Rudnick in NYC ('07-'11). He later joined academia as a Teaching Fellow and Lecturer in Law in Corporate Governance & Practice at Stanford Law School ('11-'14). He joined the UC Hastings Faculty in 2014.(9:38) - Start of discussion about his latest article The Rise of Bankruptcy Directors: "Traditionally bankruptcy is about a court process, not a board process." But his research shows that the boardroom increased its prominence in bankruptcy starting in about 2012-2013, where many distressed companies, especially those controlled by private equity sponsors, prepared for bankruptcy by appointing independent directors (which they call "bankruptcy directors") to their boards of directors with the power to make key bankruptcy decisions.(13:03) -  On the new cohort of "bankruptcy directors" and the parallels with venture capital and Silicon Valley [Their dataset consists of the boards of directors of 528 firms and the 2,895 individuals who collectively hold 3,038 directorships at firms in bankruptcies from 2004-2019]: "The change is that a practice that was once relatively uncommon has become ubiquitous and a central and standard part of the process of preparing for a Chapter 11 bankruptcy filing, leading to the growth of an industry of professional bankruptcy directors who fill this new demand for bankruptcy experts on the board of distressed firms."(15:08) - On the question of fiduciary duty of loyalty and conflicts of interests of bankruptcy directors (particularly regarding the private equity controlling owners) and the emergence of "super-repeater directors".(16:38) - The example of the Nine-West bankruptcy.(21:34) - Whether bankruptcy judges will incorporate some standards such as those used (for example) by the Delaware Chancery Court on the independence of directors, board conflicts and the decision-making process of the board.(23:02) - On his finding that unsecured creditors recovered 21% less when a bankruptcy director is appointed.  On the lucrative new bankruptcy director role.(26:04) - On his proposal that the court regard bankruptcy directors as independent only if creditors support their appointment.(29:03) - "The elevation of the board is an important (new) trend in the bankruptcy process." "The Board is going to play a more central part in bankruptcies."(31:52) - On the current growth of the economy and deal-making despite pandemic, and projected bankruptcies. "It's caught all of us by surprise." "It just shows you that Washington can change the rules on Wall Street on they want to." On the Hertz bankruptcy.(34:49) - His thoughts on the next trends in bankruptcies: "I think we are going to continue to see the democratization of the bankruptcy process." "Bankruptcy is less of a black box today and retail investors are becoming bigger players (the participation of normal people in Chapter 11 is a trend that we are going to see continue."(36:46) - On bankruptcy forum shopping. "This issue goes back to the 1990s, and we will continue to see a concentration of bankruptcy cases in the hands of a few judges."(38:53) - On his advocacy to increase the number of bankruptcy judges (in response to Covid-19).(40:17) - The books that have greatly influenced his life:Comic Wars (2002), by Dan Raviv.The Strategy of Conflict (1981), by Thomas Shelling.The Selfish Gene (1990), by Richard Dawkins.Germs, Guns and Steel (1997), by Jared Diamond.(41:30) - His mentors:J.David Singer, Professor at U. of Michigan.Jeffrey Fagan, Professor at Columbia Law School.Edward Morrison,  Professor at Columbia Law School.Robert Stark, Brown Rudnick.Michael Klausner, Professor at Stanford Law School.George Triantis, Professor at Stanford Law School.Kenneth Ayotte, Professor at Berkeley Law School.(43:23) - His favorite quote: Benjamin Disraeli on William Gladstone: "He had only one idea, and it was wrong.”Jared A. Ellias is a  Professor of Law, the Bion M. Gregory Chair in Business Law and the Faculty Director of the Center for Business Law at the University of California, Hastings College of the Law in San Francisco. In 2020, he was honored by the American Bankruptcy Institute as one of the "40 Under 40 Leaders in Insolvency Practice." Contact: Faculty Profile • SSRN • LinkedIn •TwitterIf you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinSubstack https://evanepstein.substack.com/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

Lori Marks-Esterman is a commercial litigator and the Chair of the Litigation Practice Group at Olshan Frome Wolosky LLP. Lori has more than 20 years of expertise in litigating complex commercial disputes and has substantial trial experience in New York's commercial divisions and the Delaware Chancery Court. She represents a wide range of clients, including hedge funds and private equity companies, shareholder activists, and real estate developers. Her practice emphasizes corporate governance disputes, mergers and acquisitions litigation, director and officer liability, and more.  Lori is a Fellow of Litigation Counsel of America, an invitation-only trial lawyer honorary society. She was named in Notable Women in Law by Crain's New York Business, and frequently appears in the New York Super Lawyers list. In this episode… How do you move up the leadership ladder at your firm? Do you jump at any opportunity presented to you at the drop of a hat? Or do you hang back and wait until someone approaches you personally with an offer? According to Lori Marks-Esterman, Chair of the Litigation Practice Group at Olshan Frome Wolosky, you're doing your career—and yourself—a disservice if you're doing the latter. In her 20 years as a seasoned trial attorney, she has progressed from Litigator to Partner, and she did this successfully despite being in contradiction to senior professionals. What made her so successful in navigating her way through a cut-throat business and profession? In this episode of The Lawyer's Edge, Elise Holtzman interviews Lori Marks-Esterman, Chair of Litigation Practice Group at Olshan Frome Wolosky, about her strategies for progressing to a leadership role at her firm—and how you can do the same in yours. Lori also discusses whether women approach leadership differently, the biggest and most common obstacles between you and career advancement, and why she believes it's okay to ask questions as long as you come prepared before you approach anyone with them.

Professors Tess Wilkinson-Ryan and Dave Hoffman discuss the Delaware Chancery Court's specific performance analysis in the 2001 case of In re IBP Shareholders Litigation.

The Activist Investing Today Podcast spoke with The Deal's intrepid Delaware expert, David Marcus, about what to expect in Delaware Chancery Court later this month when rent-to-own retailer Rent-a-Center faces off against its would-be buyer, Vintage Capital. In December, Glenn Welling-targeted Rent-A-Center surprised the markets by saying it was terminating its $1.37 billion deal to be acquired by Vintage Capital after it "did not receive" an extension notice from the buyer. Vintage said RCII's move was invalid. Now the two companies are in the midst of a Delaware battle over the deal and a whopping (at least for Vintage) $126.5 million termination fee that hasn't been paid yet. It's a story with everything: Activism, private equity, M&A, intrigue and now, litigation. Will more lawsuits follow this one?